Section 1. Principal Office

The principal office of the corporation is located in Summit County, Ohio.

Section 2. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to conduct its activities, as the efficient execution of its purposes may require, and the Board of Trustees may, from time to time, designate.

Section 1. Internal Revenue Code 501(c)(3) Purposes

This corporation is organized exclusively for charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, 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 corresponding section of any future federal tax code.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its trustees, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered or goods delivered and to make payments and distributions in furtherance of the purposes set forth in this Code of Regulations.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 of the Internal Revenue Code in the event this organization elects to be treated under such provision), and this 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.

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Notwithstanding any other provision of this Code of Regulations, this corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax code, or (2) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.

Upon the dissolution of this corporation, assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, 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 Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or oganizations, as said Court shall determine is consistent with the preceding paragraph of this Code of Regulations.

Section 2. Specific Objectives and Purposes

The purpose of the corporation will be to establish and support a community computing network. ACORN.NET will be a community computing network for the greater Akron and Kent areas. ACORN.NET will provide public telecomputing services, including electronic mail, bulletin board capacity and various information banks that community groups and agencies establish and maintain.

ACORN.NET will be available to the general public. Individuals with access to a computer and modem can apply for an identification number that will enable them to connect to the network. Public terminals will be made available in various locations, with the Akron-Summit County Public Library being the primary host. ACORN.NET is dedicated to providing free access to information in the same manner that public libraries do. However, using current computer technology, ACORN.NET will be able to offer additional means of acquiring information and of communicating with other network users.

Thus, the specific objectives and purposes of ACORN.NET are educational, respecting an open exchange of information and ideas, and charitable, respecting a free and wide access to the public at large in the geographical area served.

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ARTICLE III(

Board of Trustees

Section 1. General Powers

All of the authority of this corporation shall be exercised by the Board of Trustees. A Trustee shall perform his duties as a trustee in good faith, in a manner he reasonably believes to be in the best interests of the corporation and its retention of tax exempt status, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a Trustee, when acting in good faith, is entitled to rely on information, opinions, reports or statements, including financial statements or other financial data, that are prepared or presented by (a) one or more Trustees, Officers or employees of the corporation whom the Trustee reasonably believes are reliable and competent in the matters prepared or presented; (b) counsel, public accountants or other persons as to matters that the Trustee reasonably believes are within the person's professional or expert competency; or a committee of the Trustees upon which he does not serve, duly established in accordance with Section 12 of this Article I as to matters within its designated authority, which committee the Trustee reasonably believes to merit confidence.

A Trustee shall not be found to have failed to perform his duties, unless it is provided, by clear and convincing evidence, in an action brought against the Trustee, that he has not acted in good faith, in a manner he reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. Such an action includes, but is not limited to, an action that involves or affects any of the following:

a. A change or potential change in control of the corporation;

b. A termination or potential termination of his services to the corporation as a Trustee;

c. His service in any other position or relationship with the corporation.

Subject to Sections 1 702.30(D)(2) and 1 702.30(D)(3) of the Ohio Revised Code, a Trustee is liable in damages for any act that he takes or fails to take as Trustee only if it is proved, by clear and convincing evidence, in a court with jurisdiction, that the act or omission of the Trustee was one undertaken with a deliberate intent to cause injury to the corporation or was one undertaken with a reckless disregard for the best interests of the corporation.

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In determining what a Trustee reasonably believes to be in or not opposed to the best interests of the corporation, a Trustee shall consider the purpose of the corporation and may consider any of the following, keeping in mind the impact of such on the corporation's tax exempt status:

a) The interests of the employees, suppliers, creditors, and customers of the corporation;

b) The economy of this state and of the nation;

c) Community and societal considerations;

d) The long-term and short-term best interests of the corporation, including, but not limited to, the possibility that those interests may be best served by the continued independence of the corporation.

Section 2. Number

The Board of Trustees of this corporation shall consist of a maximum of eleven(11 ) Trustees. Although there may be fewer than eleven (11) Trustees, there shall be not fewer than three (3).

Section 3. Election

Trustees shall be elected by the Board of Trustees at the annual meeting of the corporation or at a special meeting held for the purpose of electing Trustees. Only persons nominated as candidates shall be eligible for election. Voting shall be by written ballot. Each Trustee may vote for as many candidates as the number of candidates to be elected to the board. At all elections of Trustees, the candidates receiving the greatest number of votes shall be elected.

Section 4. Term

Each Trustee elected at any annual or any special meeting shall serve until the next annual meeting and until his or her successor is elected, or until his or her earlier resignation, removal from office or death.

Section 5. Vacancies

The office of a Trustee shall become vacant if he or she dies or resigns, which resignation shall take effect immediately or at such other time as said resigning Trustee may specify. The remaining Trustees, though less than a majority of the whole authorized number of Trustees, may, by a vote of the majority of their number, fill any vacancy in the Board for the unexpired term. The Trustee elected to fill a vacancy shall serve until the next annual meeting of Trustees and until his or her successor is elected and qualified.

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Section 6. Removal

An individual Trustee may be removed from office by the vote of a majority of the Trustees present at a meeting called for the purpose of removing Trustees, if quorum is present. Such removal shall create a vacancy on the Board.

Section 7. Annual Meeting; Special Meetings

The annual meeting of the Board of Trustees shall be held at the corporation's principal office in Akron, Summit County, Ohio or such other appropriate place as the Board of Trustees may designate, within four months of the close of each fiscal year.

Special meetings of the Board of Trustees may be called from time to time by the President, any Vice President or any two other Trustees. All meetings of the Board of Trustees shall be held at the offices of the corporation in Akron, Summit County, Ohio or at such other places within or without the State of Ohio as the President or the Board of Trustees may designate from time to time and as may be specified in the notice of meeting.

Meetings of the Board of Trustees may be held through any means of communication equipment if all persons participating can hear each other and no procedural requirements of the Ohio Revised Code pertaining to the holding of corporate meetings are thereby violated.

Section 8. Notice of Meetings

Notice of meetings of the Board of Trustees shall be mailed to each Trustee, addressed to him or her at his or her residence or usual place of business or delivered to him or her personally, at least two (2) days prior to the holding of such meeting. Every such notice shall state the time and place of the meeting but shall not be required to state the purpose therefore.

Notice of any meeting of the Board of Trustees need not be given to any Trustee, however, (a) if waived by him or her in writing and such waiver is filed with the Secretary either before or after the holding of such meeting, or (b) if he or she shall be present at said meeting without protesting, prior to or at the commencement of such meeting, the lack of proper notice. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 9. Quorum

At all meetings of the Board of Trustees a majority of the whole authorized number of Trustees is necessary to constitute a quorum for the meeting of such Board

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of Trustees, except that a majority of the Trustees in office constitutes a quorum for filling a vacancy in the Board of Trustees. The act of a majority of the Trustees present at a meeting at which a quorum is present is the act of the Board.

Section 10. Bylaws

For the government of its actions, the Board of Trustees may adopt bylaws consistent with the Articles of Incorporation and this Code of Regulations.

Section 11. Action Without Meeting

Any action which may be authorized or taken at a Trustees' meeting may be authorized or taken without a meeting through a writing or writings signed by all of the Trustees who would be entitled to notice of a meeting of the Trustees held for such purpose, and such writing or writings shall be made a part of the records of this Corporation.

Section 12. Committees of the Board of Trustees

The Board of Trustees may create an Executive Committee which shall consist of such number of Trustees, not less than three, as the Board of Trustees shall from time to time determine. The Members of such Executive Committee shall be selected by the Members of the Board of Trustees. The Executive Committee shall serve at the pleasure of the Board of Trustees, shall act only in the intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the Board of Trustees.

The Executive Committee may act by a majority of the members of the Executive Committee at a meeting or through writing or writings signed by all of its Members. The Board of Trustees may create such additional standing committees or ad hoc committees as the Board of Trustees shall deem appropriate, with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the Corporation, and shall elect the Members thereof.

Section 13. Conflicts of Interest

No contract, action, or transaction shall be voided or voidable with respect to the Corporation because the contract, action, or transaction is between or affects the Corporation and one or more of its Trustees or Officers, or is between or affects the Corporation and any other person in which one or more of its Trustees or Officers are directors, trustees, or officers, or in which one or more of the Corporation's Trustees or Officers have a financial or personal interest, or because one or more interested Trustees or Officers participate in or vote at the meeting of

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the Board of Trustees or a Committee thereof that authorizes the contract, action or transaction, if any of the following applies: (a) the material facts as to his or their relationship or interest and as to the contract, action, or transaction are disclosed or are known to the Trustees of the Committee, and the Trustees or Committee, in good faith reasonably justified by the material facts, authorizes the contract, action or transaction by the affirmative vote of a majority of the disinterested Trustees, even though the disinterested Trustees constitute less than a quorum of the Trustees or Committee; or (b) the material facts as to his or their relationship or interest and as to the contract, action or transaction are disclosed or are known to the Members entitled to vote thereon and the contract, action or transaction is specifically approved at a meeting of Members held for such purpose of voting on the contract, action or transaction by the affirmative vote of a majority of the members of the Corporation not interested in the contract, action, or transaction; or the contract, action or transaction is fair as to the Corporation as of the time it is authorized or approved by the Trustees or a Committee thereof.

Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Trustees or of a Committee thereof which authorized the contract, action or transaction.

The Trustees, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority (a) to establish reasonable compensation, which may include pension, disability and death benefits, for services to the Corporation by Trustees and Officers, or (b) to delegate such authority to one or more Officers or Trustees.

A Trustee is not an interested Trustee solely because the subject of a contract, action or transaction may involve or effect a change in control of the Corporation or his continuation in office as a Trustee of the Corporation.

Section 1. General Provisions

The Officers of the Corporation shall consist of a President, such number of Vice Presidents as the Board may, from time to time, determine, a Secretary and Treasurer. The Board of Trustees may, from time to time, create such offices and appoint such other Officers and Assistant Officers as it may determine.

The Officers shall be elected by the Board of Trustees. Any two of such offices may be held by the same person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity. The Officers elected by the

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Board of Trustees shall be paid such compensation as the Board of Trustees may from time to time determine.

Section 2. Term of Office

The Officers of the Corporation shall hold office until the organizational meeting of the Board of Trustees following the date of their election and until their successors are chosen and qualified unless sooner removed by the Board of Trustees. The Board of Trustees may remove any Officer at any time, with or without cause, by a majority vote. A vacancy in any office, however created, may be filled by the Board of Trustees.

Section 3. President and Vice President

The President shall preside at all meetings of Trustees and shall be the Chief Executive Officer of the Corporation. He shall have general supervision, management, control and oversight of the business of the Corporation, subject to this Code of Regulations and subject to the orders of the Board of Trustees, and shall, in general, perform all the duties usually incident to the office of President or that may be imposed or required by the Board of Trustees.

Section 4. Secretary

The Secretary shall (a) keep minutes of all of the meetings of the Board of Trustees, as well as all Actions by Written Consent and waivers of notice; (b) give notice of all meetings of Trustees, except as otherwise provided by this Code of Regulations, keep such books as may be required by the Board of Trustees; and(d) perform such other duties as may be assigned to him from time to time by the Board of Trustees or by the President.

All books and papers pertaining to the office of the Secretary shall be subject at any time to the inspection of any member of the Board of Trustees, and, on the expiration of the Secretary's term of office such Secretary shall deliver all books, papers and other property of the Corporation in his possession or under his control to the President or to the Secretary's successor in office; and, in general, the Secretary shall perform all duties pertaining to such office as may be required by the President or Board of Trustees.

Section 5. Treasurer

The Treasurer shall have general supervision of all finances; he shall receive and safely keep all moneys belonging to the Corporation and he shall perform such other duties as from time to time may be assigned to him by the Board of Trustees. He shall keep proper books of account and keep accurate account of

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the finances of the Corporation and shall present, at the annual meeting of the Board of Trustees, a statement of profit and loss and surplus, including a summary of profits and other changes in the surplus account of the Corporation, and a balance sheet containing a summary of the assets and liabilities, stated capital and surplus as of the close of the Corporation's fiscal year.

The financial statement shall have appended thereto a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or by a public accountant or a firm of public accountants, to the effect that the financial statement presents fairly the financial position of the Corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period or such other certificate as is in accordance with sound accounting practice. At any meeting of the Board of Trustees, the Treasurer shall furnish summary statements of the financial condition of the Corporation as of the date requested by the President or the Board of Trustees. Upon the expiration of his term of office, the Treasurer shall deliver all money, books, papers and other property of the Corporation that shall be in his possession or under his control to his successor in office.

Each Trustee, officer, director, agent, employee or volunteer of this Corporation, and any trustee, officer, director, agent, employee or volunteer of any other corporation serving as such at the request of this Corporation shall be indemnified by this Corporation under the standards set by and to the fullest extent allowable under Section 1702.12(E), Ohio Revised Code, as the same shall be amended from time to time.

The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, vote of disinterested Trustees of this Corporation or otherwise.

The Trustees, at a meeting held for such purpose, may adopt an amendment to these Regulations by the affirmative vote of a majority of Trustees present if a quorum is present. In addition to or in lieu of adopting an amendment to the Regulations, the Trustees may adopt amended Regulations by the same action or vote as that required to adopt the amendment.

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ARTICLE VII
Miscellaneous

Section 1. Fiscal Year

The fiscal year of the Corporation shall end on the 31th of December in each year or on such other day as may be fixed from time to time by the Board of Trustees.

Section 2. Mortgages

The Board of Trustees may authorize any mortgage or pledge of all or any of the property of this Corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract of this Corporation. No authorization from a court pursuant to Section 1715.39 Ohio Revised Code is necessary for such action.

Section 3. Property

All property acquired by this Corporation by purchase, gift, bequest or otherwise shall be the absolute property of this Corporation, unless at the time of acquiring such property it is otherwise specified in writing.

Section 4. Sale or Disposition of Assets

The Board of Trustees of this Corporation may authorize the lease, sale, exchange, transfer or other disposition of any of the assets of this Corporation without the necessity of procuring authorization from the court pursuant to Section 1715.39, Ohio Revised Code, and any such lease, sale, exchange, transfer or other disposition shall be made in whole or in part for money or other property, including shares or other securities or promissory notes of any corporation for profit.

Section 5. Books and Records

The books and records of this Corporation may be examined by any trustee or the agent or attorney of any trustee for any reasonable and proper purpose at any reasonable time.