RESTATED ARTICLES OF INCORPORATION OF SEATTLE COMMUNITY NETWORK ASSOCIATION The undersigned corporation hereby adopts the following Restated Articles of Incorporation pursuant to the Washington Nonprofit Corporation Act, Chapter 24.03 of the Revised Code of Washington (the ÒActÓ) to amend and replace its prior Articles of Incorporation, and all amendments thereto, in their entirety: ARTICLE 1. NAME The name of the Corporation is SEATTLE COMMUNITY NETWORK ASSOCIATION. ARTICLE 2. DURATION The period of duration of the Corporation shall be perpetual. ARTICLE 3. PURPOSES The purposes for which the Corporation is organized and operated are: 3.1. To engage in charitable, scientific and educational activities, including: 3.1.1. To develop, maintain, and enhance a free community computer network. 3.1.2. To educate the public on issues concerning communities and information technology. 3.1.3. To promote low-cost public access to on-line services. 3.2. To engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however, that notwithstanding anything herein to the contrary, if the Board of Directors chooses to seek an exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or is hereafter amended (the ÒCodeÓ), and the Treasury Regulations promulgated thereunder, then the purposes for which the Corporation is organized and operated shall at all times be consistent with the requirements for such exemption. If such exemption is obtained, then the Corporation may make distributions only to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. ARTICLE 4. POWERS The Corporation shall have the power to do all lawful acts and things necessary, appropriate, or desirable in furtherance of its purposes described in Article III which are consistent with the Act as it now exists or is hereafter amended, and Section 501(c)(3) of the Code, if applicable. If the Board of Directors decides to request an exemption under Section 501(c)(3) of the Code, then the Corporation shall have no power to engage in activities that in themselves are not in furtherance of one or more exempt purposes. ARTICLE 5. INFLUENCE LEGISLATION If the Corporation obtains an exemption under Section 501(c)(3) of the Code, then no substantial part of the activities of the Corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE 6. LIMITATION ON LIABILITY To the full extent that the Washington Nonprofit Corporation Act permits the elimination or limitation of the liability of directors, a director of the Corporation shall not be liable to the Corporation for monetary damages for conduct as a director; provided that the liability of a director shall not be eliminated or limited for acts or omissions that involve intentional misconduct or a knowing violation of law, for approval of distributions or loans contrary to law, or for any transaction from which the director has personally received or will personally receive a benefit in money, property, or services to which the director is not legally entitled. ARTICLE 7. INDEMNIFICATION 7.1. Indemnitee. The term "Indemnitee" as used in this Article shall mean any person who was or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the Corporation or, being or having been a director or officer, he or she is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee, or agent or in any other capacity while serving as a director, trustee, officer, employee, or agent. 7.2. Right to Indemnification. 7.2.1. Each Indemnitee shall be indemnified and held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expenses, liability, and loss (including attorneys' fees, judgments, fines, penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, except as otherwise provided in this Section 7.2. 7.2.2. Such right of indemnification shall not exist where the act or omission of the Indemnitee involves (i) intentional misconduct or a knowing violation of the law, (ii) distributions or loans contrary to the Articles of Incorporation or applicable law, or (iii) any transaction in which the Indemnitee has received or will receive a benefit in money, property, or services to which he or she is not legally entitled. 7.2.3. Such right of indemnification shall also not exist where the act or omission of the Indemnitee involves recklessness or gross negligence. 7.2.4. Such right of indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators. 7.2.5. Except as provided in Section 7.3, such right of indemnification shall not exist where the Indemnitee seeks indemnification in connection with a proceeding (or part thereof) initiated by such Indemnitee unless such proceeding (or part thereof) was authorized by the Board of Directors prior to its initiation. 7.2.6. The right of indemnification conferred in this Section 7.2 shall be a contract right and shall include the right to have the Corporation pay the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section 7.2 or otherwise. 7.3. Right of Claimant to Bring Suit. If a claim under Section 7.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall also be entitled to reimbursement for the expenses of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proving by a preponderance of the evidence that the claimant is not so entitled. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. 7.4. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote or consent of shareholders or disinterested directors, or otherwise. 7.5. Insurance, Contract, and Funding. The Corporation may maintain insurance at its own expense to protect itself and any Indemnitee against any expense, liability, or loss against which the Corporation has the power to indemnify pursuant to this Article. In addition, the Corporation may maintain insurance against such expense, liability, or loss whether or not the Corporation would have the power to provide indemnification under the Washington Business Corporation Act. The Corporation may, without further shareholder action, enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this Article and may create trust funds, grant security interests in corporate assets, provide letters of credit, and use such other means as the Corporation deems necessary or appropriate to ensure that indemnification is provided under this Article. 7.6. Indemnification of Employees and Agents of the Corporation. The Corporation may, by action of the Board from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to or on behalf of employees and agents of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or otherwise. ARTICLE 8. REGISTERED OFFICE AND AGENT The address of the initial registered office of the Corporation is 500 Galland Building, 1221 Second Avenue, Seattle, Washington, 98101- 2925, and the name of its initial agent at such address is Hillis Clark Martin & Peterson, P.S. The written consent of such person to serve as registered agent is attached hereto. ARTICLE 9. BOARD OF DIRECTORS The management of the Corporation shall be vested in a Board of Directors composed of Full members of the Corporation. The number of directors, and the method of selecting directors, shall be as provided in the Bylaws of the Corporation; provided, that the initial directors shall be three (3) in number and their names and addresses are: Name Address Randall Groves 21240 NE 12th Redmond, Washington 98053 Aki Namioka 312 North 73rd Street Seattle, Washington 98103 Douglas Schuler 2202 North 41st Street Seattle, Washington 98105 The directors shall serve until the first organizational meeting of the Board of Directors and until their successors are selected and qualified. ARTICLE 10. BYLAWS The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at a proper meeting of the Board of Directors. ARTICLE 11. LIMITATIONS The Corporation shall have no capital stock. If the Corporation obtains an exemption under Section 501(c)(3) of the Code, no part of the net earnings of the Corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the Corporation, or to any person or organization other than an organization which is exempt from federal income taxation pursuant to Section 501(c)(3) of the Code, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred on its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III. ARTICLE 12. TRANSACTIONS INVOLVING DIRECTORS 12.1. No contracts or other transactions between the Corporation and any other corporation, and no act of the Corporation shall in any way be affected or invalidated by the fact that any director of the Corporation is pecuniarily or otherwise interested in, or is a trustee, director, or officer of, such other corporation; provided, such contract, transaction or act is fair to the Corporation. 12.2. Any director, individually, or any firm of which any trustee may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contracts or transactions of the Corporation; provided, all material facts related to the interests of such director or such firm shall be disclosed to or shall have been known by the entire Board of Directors. ARTICLE 13. DISTRIBUTIONS UPON DISSOLUTION If the Corporation obtains an exemption under Section 501(c)(3) of the Code, then upon dissolution of the Corporation under the Act, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Section 501(c)(3) of the Code for one or more exempt purposes. In no event shall any of the CorporationÕs assets be distributed to the officers or directors of the Corporation. ARTICLE 14. PRIVATE FOUNDATION If this Corporation becomes a private foundation within the meaning of Section 509 of the Code, as long as its private foundation status continues, the following provisions shall apply in the management of its affairs: 1. Each year the Corporation shall distribute the income of the Corporation, for the purposes specified in Article III, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Code; 2. The Corporation shall not engage in any act of Òself-dealingÓ (as defined in Section 4941(d) of the Code) which would give rise to any liability for the tax imposed by Section 4941(a) of the Code; 3. The Corporation shall not sell, exchange, distribute, or otherwise dispose of any Òexcess business holdingsÓ (as defined in Section 49453(c) of the Code) which would give rise to any liability for the tax imposed by Section 4943(a) of the Code; 4. The Corporation shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within the meaning of Section4944 of the Code) and which would, therefore, give rise to any liability forthe tax imposed by Section 4945(a) of the Code; 5. The Corporation shall not make any Òtaxable expendituresÓ (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code. ARTICLE 15. AMENDMENTS The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the directors present at a proper meeting of the Board of Directors. ARTICLE 16. MEMBERS 16.1. Classes of Members. The Corporation shall have one class of membership. The method of admitting members shall be provided in the Bylaws of the Corporation. ARTICLE 17. INCORPORATOR The names and addresses of the incorporators and current Directors are: Name Address Randall Groves 21240 NE 12th Redmond, Washington 98053 Aki Namioka 312 North 73rd Street Seattle, Washington 98103 Douglas Schuler 2202 North 41st Street Seattle, Washington 98105 DATED as of this _____ day of _____________, 1996. ________________________________ Randall Groves, Incorporator/Director ________________________________ Aki Namioka, Incorporator/Director ________________________________ Douglas Schuler, Incorporator/Director * * * * * * * * * * CONSENT TO APPOINTMENT OF REGISTERED AGENT The undersigned corporation hereby consents to serve as registered agent, in the State of Washington, for Seattle Community Network Association. The undersigned understands that as agent for the Corporation, it will be its responsibility to accept service of process in the name of the Corporation; to forward all mail and license renewals to the appropriate officer of the Corporation; and to immediately notify the Office of the Secretary of State of the resignation of the undersigned or any changes in the address of the registered office of the Corporation for which the undersigned is agent. DATED as of this _____ day of ______________, 1996. HILLIS CLARK MARTIN & PETERSON, P.S. By Vice President