AMENDED ARTICLES OF INCORPORATION
 
                                       OF
 
                         PIONEER-STANDARD ELECTRONICS, INC.
 
         FIRST. The name of the corporation is Pioneer-Standard Electronics,
     Inc.
 
         SECOND. The place in the State of Ohio where the principal office of
     the corporation is to be located is the City of Cleveland, Cuyahoga County.
 
         THIRD. The purposes of the corporation are as follows:
 
         1.       To manufacture, produce, process, purchase and sell as
                  distributor, wholesaler, retailer, or otherwise, and to
 
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                  act as agent or broker in the buying, selling, leasing and
                  otherwise dealing in electric, electronic, radio and
                  television equipment, including without limitation of the
                  foregoing, electrical and mechanical instruments, motors,
                  parts, appliances, components and other similar devices and to
                  do and perform all other acts as shall be necessary,
                  incidental or otherwise related to the exercise of the
                  foregoing purposes.
 
         2.       To carry on any other lawful business as from time to time
                  determined by the Board of Directors.
 
         3.       To purchase, acquire, hold, mortgage, pledge, loan money upon,
                  exchange, rent, sell and otherwise deal in personal property
                  and real estate of every kind, character and description
                  whatsoever and wheresoever situated, and any interest therein;
                  in particular without limiting the generality of the
                  foregoing, to acquire, hold, sell and otherwise deal in any
                  part or all of the shares of stock, notes, bonds, debentures,
                  or any other kind of security of any other corporation which
                  is conducting a business similar to the business of this
                  corporation or otherwise.
             
         4.       To apply for, obtain, purchase, take licenses in respect of,
                  or otherwise acquire, and to hold, own, use, grant licenses in
                  respect of, manufacture under, sell, assign, mortgage, pledge,
                  or otherwise dispose of, any and all inventions, devices,
                  processes, and any improvements and modifications thereof, and
                  all Letters Patent of the United States or of any other
                  country, state, territory or locality, and all rights
                  connected therewith or pertaining thereto; any and all
                  copyrights granted by the United States, or any other country,
                  state, territory or locality, and any and all trademarks,
                  trade names, trade symbols and other indications of origin 
                  and ownership granted by or recognized under the laws of the 
                  United States or of any other country, state, territory or 
                  locality.
 
         5.       To acquire all or any part of the good will, rights, property
                  and business of any corporation, association, partnership,
                  firm, trustee, syndicate, combination, organization, or other
                  entity or individual, domestic or foreign, heretofore or
                  hereafter engaged in any business similar to the business of
                  the corporation, and to pay for the same in cash, or in shares
                  or in obligations of the corporation, or otherwise, and to
                  hold, utilize, enjoy and in any manner dispose of the whole or
                  any part of the rights and property so acquired, and to
                  conduct in the State of Ohio, or in any other state,
                  territory, locality or country, the whole or any part of the
                  business thus acquired, provided such business is not 
                  prohibited by the laws of the State of Ohio.
 
 
 
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         6.       To have one or more offices or plants.
 
         7.       To do any one or more of the acts or things expressed in this
                  Article Third, either as principal or as agent, for or through
                  the operation or control of any other persons, firm,
                  association, corporation or body politic.
 
         8.       In addition to the acts and things herein set forth, to do
                  such other acts and things as are or may be permitted by the
                  General Corporation Law of Ohio and any amendments which may
                  be made thereto and such other acts and things as may be
                  necessary, convenient or expedient to carry out and
                  accomplish any or all of the foregoing purposes.
 
         The foregoing paragraphs of this Article Third shall be construed as
     expressing independent purposes and powers, which shall not, except as
     otherwise expressly provided, be limited by reference to or inference from
     the provisions of any other paragraph; and it is hereby expressly provided
     that the foregoing enumeration of specific powers shall not be held to
     limit or restrict in any manner the powers of said corporation and are in
     furtherance of and in addition to and not in limitation of the general
     powers conferred upon the corporation by the said General Corporation Law
     of Ohio.
 
     FOURTH. The authorized number of shares of the corporation is One Million
(1,000,000), all of which shall be common shares without par value.
 
     FIFTH. The corporation, when authorized to do so by its Board of Directors,
may purchase any of its outstanding shares at such price and upon such terms as
may be agreed upon between the corporation and the selling shareholder or
shareholders. Any such purchase may be made either in the open market or at
private or public sale.
 
     SIXTH. The holders of shares shall have no pre-emptive rights to purchase
or to have offered to them for purchase any shares of the corporation.
 
     SEVENTH. The Code of Regulations previously set forth in the Agreement of
Consolidation contained in the Certificate of Consolidation filed in the office
of the Secretary of the State of Ohio on February 4, 1963, has from time to time
thereafter been amended by the shareholders in accordance with Section 1701.11
of the Ohio Revised Code. Such Code of Regulations as so amended is contained in
the minutes of the proceedings of the shareholders of the corporation, and such
regulations as so amended shall (until hereafter amended by the shareholders, or
until new regulations are adopted by the shareholders) be the regulations for
the government of the corporation, the conduct of its affairs and the management
of its property.
 
 
 
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     EIGHTH. These Amended Articles of Incorporation supersede the existing
Articles of Incorporation as heretofore amended.
 
 
 
     IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and William
X. Haase, Secretary, of Pioneer-Standard Electronics, Inc. acting for and on
behalf of said corporation, have hereunto subscribe their names this 24th day
of April, 1970.
 
 
                                             /s/ Preston B. Heller, Jr.
                                             ----------------------------------
                                                  President
 
 
 
 
                                              /s/ William X. Haase
                                              ----------------------------------
                                                  Secretary
 
 
 
 
 
                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                       PIONEER-STANDARD ELECTRONICS, INC.
 
                                                              Charter No. 317430
 
         James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 27, 1985, at which meeting a quorum of such Shareholders
was present in person or by proxy at all times, and that by the affirmative vote
of the holders of shares entitling them to exercise two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of adding a new Article SEVENTH to the Amended Articles of Incorporation
of said corporation:
 
                  "RESOLVED, that a new Article SEVENTH be added to the
         Company's Amended Articles of Incorporation to read in its entirety as
         follows:
 
         'SEVENTH.
 
                  A. A Business Combination (as hereinafter defined) shall be
         authorized and approved by the affirmative vote of the holders of not
         less than eighty percent (80%) of the outstanding shares of the
         corporation entitled to vote generally in elections of Directors;
         provided, however, that the eighty percent (80%) voting requirement
         shall not be applicable if:
 
                           1. The Board of Directors of the corporation by
                  affirmative vote, which shall include not less than a majority
                  of the entire number of Continuing Directors (as hereinafter
                  defined), (a) has approved in advance the acquisition of
                  those outstanding shares of the corporation which caused the
                  Interested Party (as hereinafter defined) to become an
                  Interested Party or (b) has approved the Business Combination;
                  or
 
                           2. The Business Combination is a merger or
                  consolidation and the cash or Fair Market Value of other
                  consideration to be received per share by holders of the 
                  common shares of the corporation in said merger or 
                  consolidation is not less than an amount equal to the sum of:
 
 
 
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                                    (a) the greatest of (i) the highest per
                           share price, including commissions, paid by the
                           Interested Party for any shares of the same class or
                           series during the two-year period ending on the date
                           of the most recent purchase by the Interested Party
                           of any such shares, or (ii) the highest sales price
                           reported for shares of the same class or series
                           traded on a national securities exchange or in the
                           over-the-counter market during the two-year period
                           preceding the first public announcement of the
                           proposed business transaction; plus
 
                                    (b) interest on the per share price
                           calculated at the rate of ten percent (10%) per
                           annum, compounded annually from the date the
                           Interested Party first became an Interested Party
                           until the business combination is consummated, less
                           the per share amount of cash dividends payable to
                           holders of record on record dates in the interim up
                           to the amount of such interest.
 
                  For purposes of this clause (2), per share amounts will be
                  adjusted for any stock dividend, stock split or similar
                  transaction.
 
                  B. For purposes of this Article Seventh:
 
                  1. The term "Business Combination" shall mean (a) any merger
         or consolidation of the corporation or a subsidiary of the corporation
         with or into an Interested Party, (b) any merger or consolidation of an
         Interested Party with or into the corporation or a subsidiary, (c) any
         sale, lease, exchange, mortgage, pledge, transfer or other disposition
         (in one transaction or a series of transactions) in which an Interested
         Party is involved, of any of the assets either of the corporation
         (including without limitation any voting securities of a subsidiary) or
         of a subsidiary having a Fair Market Value in excess of $2,000,000,
         (d) the adoption of any plan or proposal for the liquidation or
         dissolution of the corporation proposition or on behalf of any
         Interested Party, (e) the issuance or transfer (in one transaction or a
         series of transactions) by the corporation or a subsidiary of the
         corporation to an Interested Party of any securities of the corporation
         or such subsidiary, which securities have a Fair Market Value of
         $2,000,000 or more, or (f) any recapitalization, reclassification,
         merger or consolidation involving the corporation or a subsidiary of
         the corporation that would have the effect of increasing, directly or
         indirectly, the Interested Party's voting power in the corporation or
         such subsidiary.
 
 
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                  2 The term "Interested Party" shall mean and include (a) any
         individual, corporation, partnership, trust or other person or entity
         which, together with its "affiliates" and "associates" (as those terms
         are defined in Rule 12b-2 of the General Rules and Regulations under
         the Securities Exchange Act of 1934, as in effect on May 22, 1985) is
         or, with respect to a Business Combination, was within two years prior
         thereto a beneficial owner of shares aggregating ten percent (10%) or
         more of the aggregate voting power of any class of capital stock of the
         corporation entitled to vote generally in the election of Directors,
         and (b) any affiliate or associate of any such individual, corporation,
         partnership, trust or other person or entity. For the purposes of
         determining whether a person is an Interested Party, the number of
         shares deemed to be outstanding shall include shares which the
         Interested Party or any of its affiliates or associates has the right
         to acquire (whether immediately or only after the passage of time)
         pursuant to any agreement, arrangement or understanding, or upon
         exercise of conversion rights, warrants, or options , or otherwise, but
         shall not include any other shares which may be issuable to any other
         Person.
 
 
                  3. The term "Continuing Director" shall mean a director who is
         not an affiliate of an Interested Party and who was a member of the
         Board of Directors of the corporation immediately prior to the time
         that the Interested Party involved in a Business Combination became an
         Interested Party, and any successor to a Continuing Director who is not
         such an affiliate and who is nominated to succeed a Continuing Director
         by a majority of the Continuing Directors in office at the time of such
         nomination.
 
 
                  4. "Fair Market Value" shall mean the fair market value of the
         property in question as determined by a majority of the Continuing
         Directors in good faith.
 
 
         C. The provisions of this Article Seventh shall be construed liberally
     to the end that the consideration paid to holders whose shares are acquired
     by an Interested Party in connection with a merger or consolidation shall
     not be less favorable than that paid to holders of such shares prior to
     such merger or consolidation. Nothing contained in this Article Seventh
     shall be construed to relieve any Interested Party from any fiduciary
     duties or obligations imposed by law.
 
 
         D. Notwithstanding any other provision of the Amended Articles of
     Incorporation or the Amended Code of Regulations of the corporation and
     notwithstanding the fact that a lesser percentage may be specified by law,
     these Amended Articles of Incorporation or the Amended Code of Regulations
     of the corporation, the affirmative
 
<PAGE>   11
 
     vote of the holders of not less than eighty percent (80%) of the then
     outstanding shares shall be required to amend, alter, change or repeal, or
     adopt any provisions inconsistent with, this Article Seventh; provided,
     however, that this paragraph D shall not apply to, and the eighty percent
     (80%) vote shall not be required for, any amendment, alteration, change or
     repeal recommended to the shareholders by the Board of Directors of the
     corporation if the recommendation has been approved by at least two-thirds
     of the Continuing Directors.'
 
         BE IT FURTHER RESOLVED, that current Article SEVENTH of the Company's
     Amended Articles of Incorporation be redesignated as Article EIGHTH.
 
         BE IT FURTHER RESOLVED, that the President and the Secretary of the
     Company be and they are hereby authorized and directed to file promptly in
     the Office of the Secretary of State of Ohio an appropriate Certificate of
     Amendment, and to take such other action as may be appropriate, in order
     to render effective the foregoing amendment and carry out the purposes of
     these resolutions."
 
         IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto subscribed their names this 27th day of June,
1985.
 
                                                  /s/ James L. Bayman
                                                  ------------------------------
                                                  James L. Bayman, President
 
 
                                                  /s/ John S. Zarka
                                                  ------------------------------
                                                  John S. Zarka, Secretary