AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TEXAS GIGAPOP

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1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TEXAS GIGAPOP The name of the corporation is Texas GigaPOP (the "Corporation"). The Corporation hereby adopts Amended and Restated Articles of Incorporation that accurately copy the Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Amended and Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof. The Articles of Incorporation of the Corporation are amended by these Amended and Restated Articles of Incorporation as follows: Articles 1, 2, 4, 10, 11 are amended. Article 3 is unchanged. Article 5 is deleted. Article 6 is amended and renumbered as Article 5. Articles 7 and 8 are unchanged but renumbered as Articles 6 and 7 respectively. Article 9 is amended and renumbered as Article 8. A new Article 9 is added. Articles 12 and 13 are deleted. Article 14 is amended and renumbered as Article 12. A new Article 13 is added. Each such amendment made by the Amended and Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act. Such Amended and Restated Articles of Incorporation and each such amendment made by the Amended and Restated Articles of Incorporation were adopted on the 13th day of August, 2002 at a meeting of the Board of Directors by the unanimous approval of all the directors in office, there being no members with voting rights. The Articles of Incorporation and all amendments thereto are hereby superceded by the following Amended and Restated Articles of Incorporation which accurately copy the entire text thereof including any previous amendments and as amended as set forth above: 1

2 ARTICLE 1 NAME The name of the corporation is Texas GigaPOP (the "Corporation"). The Corporation is a nonprofit corporation. The Corporation will continue in perpetuity. ARTICLE 2 NONPROFIT CORPORATION ARTICLE 3 DURATION ARTICLE 4 PURPOSE The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law (the "Code") and for making contributions to organizations described in Section 501(c)(3) of the Code and exempt from taxation under Section 501(a) of the Code. The Corporation's scientific purposes include scientific research carried on in the public interest as such is defined in Section 1.501(c)(3)- 1(d)(5) of the Treasury Regulations or the future corresponding provision of any Treasury Regulations promulgated in the future (the "Regulations"). Consistent with these purposes, the Corporation may exercise all powers provided in the Texas Non-Profit Corporation Act (the "Act"). Such purposes shall include: 1. To facilitate the sharing of information technologies between institutions of higher education. 2. To provide technological infrastructure to assist institutions of higher education and scientific research at such institutions. 3. To conduct scientific research as defined in the Regulations in an effort to develop new technologies in the field of information technology, high performance computing, and communications technology, which will benefit the public. 4. To plan, develop, maintain, and operate facilities for the support of education and scientific research. 2

3 ARTICLE 5 RESTRICTIONS Notwithstanding any other provision of these Amended and Restated Articles of Incorporation, the Corporation shall not engage, participate or intervene in any activity or transaction which would result in the loss by the Corporation of its status as an organization exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, and the use, directly or indirectly, of any part of the assets of the Corporation in any such activity or transaction is hereby expressly prohibited. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code (b) a corporation contributions to which are deductible under Section 170(c)(2) of the Code, or (c) a corporation organized under the Act. In addition, if the Corporation is a private foundation under Section 509(a) of the Code, the following conditions shall apply to the Corporation: 1. No Taxable Expenditures. The Corporation shall not make any taxable expenditure as defined in Section 4945(d) of the Code. 2. No Self-Dealing. The Corporation shall not engage in an act of self-dealing as defined in Section 4941(d) of the Code. 3. Required Distributions. The Corporation shall make such distributions of its income for each taxable year at such time and in such manner as not to subject the Corporation to the tax on undistributed income under Section 4942 of the Code. 4. No Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. 5. No Jeopardizing Investments. The Corporation shall not invest any amount in such a manner as to jeopardize the carrying out of any of its exempt purposes and thereby subject the Corporation to the tax imposed under Section 4944 of the Code. 6. No Substantial Activity to Influence Legislation; No Activity in Political Campaigns. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. 3

4 ARTICLE 6 MEMBERS The Corporation will have no members. ARTICLE 7 REGISTERED AGENT The street address of the Corporation's initial registered office is 2121 West Holcombe Blvd., Houston, TX The name of the initial registered agent at this office is Larry D. Flournoy. ARTICLE 8 BOARD OF DIRECTORS The management of the Corporation is vested in its Board of Directors and such committees of the Board that the Board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board. The initial Board will consist of the following fourteen persons at the following addresses: James Patrick Baylor College of Medicine Room DCM 600D 1200 Moursund Houston, Texas Jan Odegard CITI, MS 39 Rice University 6100 Main Street Houston, Texas Paul R. Blackwell College of Forestry Stephen F. Austin State University P. O. Box 6109 Nacogdoches, Texas Richard E. Ewing 310 Jack K. Williams Administration Building Texas A&M University College Station, Texas Jenifer Jarriel Baylor College of Medicine Room 314D One Baylor Plaza Houston, Texas William Deigaard MS 119 Rice University 6100 Main Street Houston, Texas Bill Wagner Information Technology Services Stephen F. Austin State University P. O. Box Nacogdoches, Texas Larry D. Flournoy Texas A&M University 2121 W. Holcombe Boulevard Houston, Texas

5 Gary Wiggins MS 2008 Texas Tech University Lubbock, Texas Charles Shomper 221 E. Cullen Building University of Houston Houston, Texas Daniel A. Updegrove FAC 248 (G9800) University of Texas P. O. Box 7407 Austin, Texas Philip Smith MS 1167 Texas Tech University Lubbock, Texas Arthur Vailas 316 E. Cullen Building University of Houston Houston, Texas L. Wayne Wedemeyer SER 319 (C2900) University of Texas 304 East 24 th Street Austin, Texas The number of directors may be increased or decreased by adopting or amending bylaws. The number of directors may not be decreased to fewer than three. ARTICLE 9 DISSOLUTION Upon the dissolution of the Corporation, its assets shall be distributed exclusively to charitable organizations which are exempt from federal income taxation under Section 501(a) of the Internal Revenue Code as a result of being described in Section 501(c)(3) of the Code or to the State of Texas for a public purpose. ARTICLE 10 DIRECTOR LIABILITY A director of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director, except that this Article Ten does not eliminate or limit the liability of a director to the extent the director is found liable for: 1. A breach of the director's duty of loyalty to the Corporation; 2. An act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; 3. A transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; and 4. An act or omission for which the liability of a director is expressly provided by an applicable statute. 5

6 In addition to the circumstances set forth above in which a director of the Corporation is not liable, a director shall be free from liability to the fullest extent permitted by any statutory provision existing or hereinafter enacted that also or further limits the liability of directors. The Corporation assumes all liability to any person, other than the Corporation, for all acts or omissions of a director, provided the director was acting, or the omission occurred, in the good faith performance of the director's duties directly associated with or on behalf of the Corporation. ARTICLE 11 INDEMNIFICATION Subject to any restrictions imposed in the Code or otherwise by law, to the fullest extent permitted by the laws of the State of Texas, as the same shall exist on the date hereof or shall from time to time be hereafter amended, the Board of Directors may adopt bylaws providing for the indemnification of directors, officers, employees and agents of the Corporation. ARTICLE 12 ACTION WITHOUT A MEETING Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if consent in writing setting forth the action so taken is signed by all directors in office. ARTICLE 13 AMENDMENT OF ARTICLES OF INCORPORATION Amending these Articles of Incorporation shall require the vote of two-thirds (2/3) of the University Directors (as defined in the bylaws) appointed and in office IN WITNESS WHEREOF, I have hereunto set my hand this 13 th day of August, /original signed by/ Richard E. Ewing, President 6

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