We, the undersigned natural persons over the age of eighteen (18), acting as incorporators, adopt the following Articles of Incorporation of the Metropolitan Austin Interactive Network (referred to as the "Corporation") under the Texas Non-Profit Corporation Act (referred to as the "Act").

ARTICLE ONE

The name of the Corporation is the Metropolitan Austin Interactive Network.

ARTICLE TWO

The Corporation is a non-profit corporation. Upon dissolution, all of the Corporation's assets shall be distributed to the State of Texas or an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) for one or more purposes that are exempt under the Texas franchise tax.

ARTICLE THREE

The Corporation shall continue in perpetuity.

ARTICLE FOUR

The Corporation is organized for the following purposes:

1. To establish, operate and maintain a computer network providing educational and public-service information to the Austin-area community.
2. To promote greater public access to information concerning the available services, activities, and resources of educational, cultural, commercial, governmental, religious, and civic organizations and institutions through operation of the network.
3. To make available certain services for interactive communication among persons accessing the network, as set out in the bylaws.
4. To promote the efficient operation and growth of the network through developing, acquiring, using, and linking with other carriers and providers, including existing networks, databases, directories, and other communication technologies and resources.
5. To receive, maintain, and accept, as assets of the Corporation, any property, whether real, personal, or mixed, by way of gift, bequest, devise, grant, or purchase, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the provisions of these Articles of Incorporation; but no gift, bequest, devise, grant, or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as would violate the non-profit status of the Corporation or which would jeopardize the Federal Income Tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code as now in force or as may be amended by other statute or regulation.

ARTICLE FIVE

The initial bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend, repeal, or make new bylaws shall be vested in the Board of Directors. Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Act.

ARTICLE SIX

The Corporation shall not pay dividends or other corporate income to its members, directors, or officers or otherwise accrue distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above.

The shall have no power to take any action that would inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c)(3) and related regulations, rulings, and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the Corporation shall have no power to:

1. Engage in activities or use its assets in manners that are not in furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue Code and relation regulations, rulings, and procedures, except to an insubstantial degree.
2. Serve a private interest other than one that is clearly incidental to an overriding public interest.
3. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.
4. Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities.
5. Have objectives that characterize it as an "action organization" as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
6. Distribute its assets on dissolution other than for one or more exempt purposes; on dissolution, the Corporation's assets shall be distributed to the state government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) to be used to accomplish the general purposes for which the Corporation was organized.
7. Permit any part of the net earnings of the Corporation to inure to the benefit of any private shareholder or member of the Corporation or any private individual.
8. Carry on an unrelated trade or business except as a secondary purpose related to the Corporation's primary, exempt, purposes.

The Corporation may take and hold any donations, grants, devises, or bequests which may be made in support of it purposes. All funds of the Corporation, whether from donation or otherwise, in excess of the expenditures necessary for the proper administration of such funds, shall be used exclusively for carrying on and promoting the non-profitable purposes for with the Corporation is formed as herein set forth.

he Corporation shall make distributions at such times and in such manners as to avoid the tax under Internal Revenue Code Section 4942. The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d). The Corporation shall not retain excess business holdings as defined in Section 4943(c). The Corporation shall not make any investments that would subject it to the tax described in Section 4944. The Corporation shall no make any taxable expenditures as defined in Section 4945(e).

ARTICLE SEVEN

The Corporation shall have one or more classes of members as provided in the bylaws of the Corporation.

ARTICLE EIGHT

The street address of the initial registered office of the Corporation is 812 San Antonio, Suite 304, Austin, Texas 78701. The name of the initial registered agent at this office is Phillip Poplin.

ARTICLE NINE

The qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors (referred to as the "Board of Directors") shall be provide in the bylaws. The initial Board of Directors shall consist of seven persons. The number of directors may be increased or decreased by the Board of Directors. In electing directors, members shall not be permitted to cumulate their votes by giving one candidate as many votes as the number of votes among any number of candidates. The names and addresses of the initial Board of Directors are:

1. Miriam A. Blum
   401 West 15th Street
   Austin, Texas 78701
2. Lisa deGruyter
   4411 Sinclair Avenue
   Austin, Texas 78756
3. Drew Racine
   2100 Four Oaks Lane
   Austin, Texas 78704
4. Dale L. Ricklefs
   4205 Oro Court
   Georgetown, Texas 78628
5. Jeff Rosen
   3512 Lafayette Avenue
   Austin, Texas 78722
6. Susan K. Soy
   1910 Holly Hill Drive
   Austin, Texas 78746
7. Ronald E. Wyllys
   1306 Belmont Parkway
   Austin, Texas 78703

ARTICLE TEN

As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors, officers, members, or others related to the Corporation.

ARTICLE ELEVEN

As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors, officers, members, or others related to the Corporation.

ARTICLE TWELVE

All references in these Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

ARTICLE THIRTEEN

The name and street address of the incorporator is:

• Susan K. Soy
  1910 Holly Hill Drive
  Austin, Texas 78746

ARTICLE FOURTEEN

IN WITNESS WHEREOF, we execute these Articles of Incorporation on the 20th day of December, 1993.

signed by Susan K. Soy