Articles of Incorporation

Article I - Name

Article II - Purpose

Article III - Initial Registered Office

Article IV - Initial Registered Agent

Article V - Incorporators/Initial Board of Directors

Article VI - Members

Article VII

Article VIII - Distribution of Assets upon Dissolution

Article IX - Amendment of Articles of Incorporation

Article X - Officers and Duties

Article I - Name

The name of this corporation shall be Waynet, Inc.

Article II - Purpose

This corporation is a mutual benefit corporation organized in order to:

1. establish, operate, and maintain the mutually desirable service of a computer network, providing information to individuals and organizations in the area community substantially at cost on a mutual basis;

2. promote greater public access to information concerning the available services, activities, and resources of educational, cultural, commercial, governmental, religious, business and civic organization and institutions through operation of the network;

3. Exclusively perform charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III - Initial Registered Office

The Initial Registered Office of Waynet, Inc. shall be located at Morrisson-Reeves Library, 80 North Sixth Street, Richmond, IN 47374.

Article IV - Initial Registered Agent

The Initial Registered Agent of Waynet, Inc. shall be Carol B. McKey.

Article V - Incorporators/Initial Board of Directors

The incorporators shall serve as the initial Board of Directors until December 31, 1998. Thereafter, elections shall be held in accordance with the provisions set forth in the by-laws. The name and address of each incorporator is as follows:

Indiana University East
Attn: David J. Fulton

Lingle Real Estate, Inc.
Attn: Pam Frantz

Ivy Tech State College
Attn: Sue Morris

Richmond Community Schools
Attn: Ann Hanes

City of Richmond, Mayor's Office
Attn: Debbie Berry

Earlham College
Attn: Tom Kirk

Richmond Power and Light
Attn: Tim Broering

Morrisson-Reeves Library
Attn: Carol B. Smyth

Wayne County Government, Information Systems Department
Attn: Nick Frankhauser

Earlham School of Religion
Attn: Andrew Grannell

Palladium-Item
Attn: Ross Doland

Richmond/Wayne County Chamber of Commerce
Attn: John Weber

Article VI - Members

Waynet, Inc. shall have three (3) classes of membership, as follows:
1. Non-profit membership - A non-profit organization officially recognized as tax-exempt by the U.S. Federal Government may become a non-profit member of Waynet, Inc. Non-profit members shall be entitled to one vote at any meetings of the members. Non-profit members shall designate one delegate to attend said meetings and cast said vote.

2. Corporate membership - A corporation or partnership serving the Wayne County, Indiana area and not eligible for non-profit membership may become a corporate member of Waynet, Inc. Corporate members shall be entitled to one vote at any meetings of the members. Corporate members shall designate one delegate to attend said meetings and cast said vote.

3. Individual membership - An individual person may become a member of the corporation. Individual members are entitled to one vote at any meetings of the members.

Procedures for admission or expulsion of members, as well as any membership fee shall be enumerated in the by-laws of Waynet, Inc.

Article VII

"No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code and/or Indiana law, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code and/or Indiana law."

Article VIII - Distribution of Assets upon Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes

Article IX - Amendment of Articles of Incorporation

Except as noted herein, amendments to these Articles of Incorporation must be initiated by the Board of Directors, must be approved by a majority vote of the Board of Directors, and must be approved by a majority vote of the members. The Board of Directors may amend these Articles of Incorporation without member approval to do the following:

1. To delete the names and addresses of the initial directors and incorporators.

2. To delete the name and addresses of the initial registered agent or registered office if a statement of change is on file with the Secretary of State.

3. To change the corporate name by substituting the word "corporation", "incorporated'" "company", "limited, or the abbreviation "corp", "inc.", "co." or "ltd." for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution to the name.

4. To delete a mailing address of an annual report has been filed with the Secretary of State.

Article X - Officers and Duties

The corporate officers, procedures for their selection, and their corresponding duties shall be enumerated in the by-laws.

Amended September 21, 2006

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