A California Nonprofit Public Benefit Corporation

One: The name of the corporation is Davis Community Network.

Two: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes, to operate for the public benefit an education-information system which serves the Davis community with a model interactive electronic network.

This corporation is organized exclusively for literary and educational purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation and 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 1986 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 1986 or the corresponding provision of any future United States internal revenue law.

Three: The name and address in California of the corporation's initial agent for service of process

is Kimball J.P. Sargeant, 1623 5^th St., Davis, California 95616

Four:

(a) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

(b) The assets and property of this organization are irrevocably dedicated to charitable and educational purposes meeting the requirements for exemption provided by section 214 of the Revenue and Taxation Code.

(c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization (or organizations) organized and operated exclusively for charitable purposes, which has established its tax-exempt status under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) and which has established its tax-exempt status under section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law).

(d) The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any later federal tax laws.

(e) The Corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws.

(f) The corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws.

(g) The corporation will not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws.

(h) The corporation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws.

Five: The name of the existing unincorporated association now being incorporated by the filing of these articles is the Davis Community Network.

INCORPORATORS:

Dated: Jan ___, 2002

_________________________

KIMBALL J.P. SARGEANT

Dated: Jan. ___, 2002

_________________________

STEPHEN MCMAHON

Dated: Jan. ___, 2002

_________________________

ANNE HANCE

Dated: Jan. ___, 2002

_________________________

JAMES H. FRAME