ARTICLES OF INCORPORATION OF NORTH TEXAS LINUX USERS GROUP, INC. The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation (hereinafter called the "Corporation"): I. The name of the corporation is: NORTH TEXAS LINUX USERS GROUP, INC. II. The Corporation is a non-profit corporation and no part of its income or net earnings shall be distributable to or inure to the benefit of any Member (hereinafter defined), private shareholder, director, officer, or other individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the Corporation affecting one or more of its purposes. III. The period of its duration is perpetual. IV. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended or a corresponding provision of any subsequent United States revenue law or laws. 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 or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The purpose of the Corporation shall be educating the public about computers, computing devices and software systems, including both application and operating systems; the theory, operation and maintenance of computers, computing devices and software systems in general; and particularly the computer operating system known as Linux. In furtherance of said purpose, and not by way of limitation on either said purpose or the powers granted the Corporation under the Texas Non-Profit Corporation Act, the Corporation may (i) conduct such surveys, research, other studies, educational programs, and seminars as the Board of Directors, in its sole discretion, determines to be useful or appropriate to the purpose of the Corporation, and (ii) render reports on such surveys, research or other studies as the Board of Directors, in its sole discretion, deems worthy of reporting. All educational programs and seminars conducted by the Corporation shall be open to Members without cost to such Members. The reports of all surveys, research, and other studies shall be disseminated to members without cost to such Members. All educational programs and seminars conducted by the Corporation shall be open to the public, and the Corporation may charge members of the public who participate in such programs and seminars the costs, or a portion thereof, but no more than the costs, of presenting such programs and seminars. Such costs shall include, but need not be limited to, rental paid for the rooms and buildings in which the programs and seminars are conducted, rental for equipment such as projectors or sound systems used in connection with presentations, transportation, lodging, meal expenses, and fees or honoraria paid speakers who are not directors, officers, or Members. All reports rendered by the Corporation shall be made available to the public on a cost reimbursement basis. Such costs shall include, but need not be limited to, costs of copying, binding, packaging, and postage, but shall not include the costs of conducting the surveys or the research underlying or giving rise to the reports. The Corporation shall not be required to make available to the public any data that has not been put in what the Board of Directors deems to be a publishable report. V. The Corporation shall have Members who shall exercise the powers conferred on members (i) under the Texas Non-Profit Corporation Act, (ii) hereunder, and (iii) under the Bylaws of the Corporation. No person may become or shall become a Member until (i) it submits to the Board of Directors of the Corporation a written application for membership, in such form and containing such information as the Board of Directors may require, and (ii) its membership in the Corporation is approved by the Board of Directors in such manner and in accordance with such criteria in addition to and consistent with those set forth in this Article V as the Board of Directors may provide in the Bylaws. The Board of Directors may terminate any Member whenever the Board of Directors reasonably determines that such termination is in the best interests of the Corporation. Memberships in the Corporation shall expire annually and be renewable at such times and in such manner as may be provided in the Bylaws of the Corporation. All Members shall have voting rights and be entitled to one vote with respect to the election of directors and such other matters as may require a vote of the Members. No person may be denied membership on the basis of race, ethnicity, gender, religion or nationality. VI. Cumulative voting for directors is denied and prohibited. VII. All assets received and held by the Corporation shall be held for use solely for charitable, eleemosynary, benevolent, educational or similar purposes. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to such charitable or educational organizations which then qualify under the provisions of section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder as they now exist or as they hereafter may be amended. No director, officer or Member of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. VIII. The Corporation is to have and exercise all the rights and powers conferred on non-profit corporations under the Texas Non-Profit Corporation Act, as such law is now in effect or may at anytime hereafter be amended. Notwithstanding the above or any other provision of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder as they now exist or as they may hereafter be amended. IX. The street address of the initial registered office of the Corporation is 3616 Harber Drive, Bedford, Texas 76021, and the name of its registered agent at such address is Stuart Yarus. X. The full and complete management and control of the Corporation shall be vested in the Board of Directors. Each Member of the Board of Directors shall be an employee, officer, or a director of a Member. With the exception of the number of the directors constituting the initial Board of Directors, the number of directors and the number of directors in each Class of the Board of Directors shall be determined by the Bylaws and shall be subject to change from time to time as the Bylaws may be amended by the Members; provided, however, the number of directors shall never be less than three (3) nor more than twelve (12). The number of directors shall remain the same as the number of the directors constituting the initial Board of Directors until the number of directors is change by amendment of the Bylaws. The number of directors constituting the initial Board of Directors is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: NAME ADDRESS Kendall G. Clark P.O. Box 210367 Bedford, Texas 76095 Stuart Yarus P.O. Box 210367 Bedford, Texas 76095 Christopher J. Cox P.O. Box 210367 Bedford, Texas 76095 Christopher B. Browne P.O. Box 210367 Bedford, Texas 76095 Stephen Denny P.O. Box 210367 Bedford, Texas 76095 Mark Bickel P.O. Box 210367 Bedford, Texas 76095 Eric Scott Cook P.O. Box 210367 Bedford, Texas 76095 The Bylaws may provide that the directors of the Corporation be classified with respect to the time for which they shall severally hold office by dividing the Board of Directors into two or more classes. If at any time the Bylaws so provide, when the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. Any director may succeed himself in office. Any director elected to fill a vacancy shall hold office for the unexpired portion of the term of the director whose place he has been elected to fill, even though that term may extend beyond the next annual meeting of shareholders. XI. The power to alter, amend, and repeal the Bylaws of the Corporation and to adopt new Bylaws is delegated to the Board of Directors. XII. Every director, officer, former director, and former officer of the Corporation shall be indemnified by the Corporation against all expenses and costs (including attorney's fees) actually and necessarily incurred by him or her in connection with any claim asserted against him or her, by action in court or otherwise, by reason of his or her being or having been such director or officer, except (i) in relation to matters as to which he or she shall have been guilty of gross negligence or willful misconduct in respect of the matter as to which indemnity is sought and (ii) in relation to any tax asserted against such trustee, officer, former trustee or former officer under Chapter 42 of the Internal Revenue Code of 1954, as amended. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, former director, or former officer may be entitled. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XII. XIII. The name and street address of the incorporator is: NAME ADDRESS Jonathan A. Pace Meadows Building, Suite 940 5646 Milton Street Dallas, Texas 75206 IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 6th day of August, 1999. _______________________________________