RESTATEMENT OF

ARTICLES OF INCORPORATION

Northwest Academic Computing Consortium, Inc.

a Nonprofit Corporation

ARTICLE I

The name of the corporation is Northwest Academic Computing Consortium, Inc.

ARTICLE II

The duration of this corporation shall be perpetual.

ARTICLE III

The corporation is organized under and by virtue of Chapter 65, Oregon Revised Statutes, "Non-Profit Corporations," the laws of the State of Oregon and exclusively for educational and scientific purposes which qualify under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future revision of the United States Internal Revenue Laws) including, but not limited to, the following:

ARTICLE IV

This corporation is a nonprofit corporation and shall have no capital stock.

ARTICLE V

This corporation is a public benefit corporation.

ARTICLE VI

This corporation will have members. The criteria for membership shall be those set forth in Article III and in the Bylaws of this corporation. As defined in the Bylaws, some members of this corporation shall be Originator Members.

On January 30, 2001, the Originator class of membership and associated rights will be eliminated and all Originator Members will become eligible for regular membership.

An Originator Member may elect to become a regular member before January 30, 2001 by paying the assessment due from regular members, instead of the assessment due from Originator Members. Once an Originator Member becomes a regular member, it may not return to the Originator class.

ARTICLE VII

The Chief Executive (or the designate of the Chief Executive) of each Originator Member institution shall be entitled to serve on the Board of Directors. Other members of the Board of Directors will be elected by the membership in accordance with the Bylaws from a slate prepared by a nominating committee. The Board of Directors shall have not less than 12 and not more than 24 members. Member institutions who have failed to pay the annual membership assessment shall be barred from voting until the assessment has been paid. A member who has been so barred from voting for two (2) successive annual meetings shall forfeit membership. The members of the Board of Directors will not be compensated for their services, but they may be reimbursed for incurred expenses.

ARTICLE VIII

To the extent allowed by the law of Oregon, the Directors of this corporation shall have no personal liability for monetary damages for their conduct as Directors.

ARTICLE IX

Upon dissolution of the corporation, its remaining assets, if any, shall be distributed to organizations organized and operated for scientific or educational purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code now in effect or afterward as amended as the Directors of the Corporation shall determine. Any such assets not so distributed shall be distributed by the Circuit Court of the county in which the registered office of the corporation is then located to another organization to be used in such a manner as in the judgment of such court will best accomplish the general purposes for which the corporation was organized.

ARTICLE X

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, directors, 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 III 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 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 of 1954 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(C)-(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).

ARTICLE XI

I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the Northwest Academic Computing Consortium, Inc., an Oregon nonprofit corporation, and that the foregoing RESTATED ARTICLES OF INCORPORATION, comprising of four (4) pages, constitute the RESTATED ARTICLES OF INCORPORATION of said corporation as duly adopted at a meeting of the Board of Directors thereof duly held on _________________, 19 ___ .

State of ________________________ )

) ss.

County of ______________________ )

Personally appeared ___________________, who, being duly sworn, did say that he or she is the Secretary-Treasurer of Northwest Academic Computing Consortium, Inc., a nonprofit corporation, and that these Articles were signed on behalf of the corporation by the authority of its Board of Directors; and he or she acknowledged these Articles to be the corporation's voluntary act and deed.