Exhibit 3-a
RESTATED CERTIFICATE OF INCORPORATION
OF
SBC COMMUNICATIONS INC.
SBC COMMUNICATIONS INC., a Corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is SBC Communications Inc., and the name under which
the corporation was originally incorporated was Southwestern Bell Corporation. The date of
filing of its original Certificate of Incorporation with the Secretary of State was October 5, 1983.
2. This Restated Certificate of Incorporation only restates and integrates and does not
further amend the provisions of the Restated Certificate of Incorporation of this corporation as
heretofore amended or supplemented and there is no discrepancy between those provisions and
the provisions of this Restated Certificate of Incorporation.
3. The text of the Restated Certificate of Incorporation as amended or supplemented
heretofore is hereby restated and without further amendments or changes to read as herein set
forth in full:
ARTICLE ONE
The name of the corporation is SBC Communications Inc.
ARTICLE TWO
The address of the registered office of the corporation in the State of Delaware is 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered
agent of the corporation at such address is The Corporation Trust Company.
ARTICLE THREE
The purpose of the corporation is to engage in any business, lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The corporation shall have perpetual existence.
ARTICLE FIVE
The aggregate number of shares which the corporation is authorized to issue is 7,010,000,000
shares, consisting of 7,000,000,000 common shares having a par value of $1 per share and
10,000,000 preferred shares having a par value of $1 per share.
The preferred shares may be issued from time to time in one or more series. The Board of
Directors is authorized to establish by resolution the number of preferred shares in each series, the
designation thereof, the powers, preferences, and rights and the qualifications, limitations or
restrictions of each series and the variations, if any, as between each series.
No holder of any class or series of shares shall have any preemptive right to purchase any
additional issue of shares of the corporation of any class or series or any security convertible into any
class or series of shares.
ARTICLE SIX
The business and affairs of the corporation shall be under direction of a Board of Directors.
The number of directors, their terms and the manner of their election shall be fixed by the Bylaws of
the corporation. The directors need not be elected by written ballot unless required by the Bylaws of
the corporation.
No director of this corporation shall be liable to this corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability 1) for any breach of
the director's duty of loyalty to the corporation or its stockholders; 2) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of the law; 3) under Section
174 of the Delaware General Corporation Law; or 4) for any transaction from which a director
derived an improper benefit.
ARTICLE SEVEN
The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the
corporation, except that any Bylaw of the corporation providing for the maximum number of
Directors that may serve on the Board of Directors, or providing for a classified Board of Directors
with staggered terms of office or requiring the approval by the shareholders or the Board of Directors
of any business combinations may only be amended or repealed by a two-thirds majority vote of the
total number of shares of stock of the corporation then outstanding and entitled to vote.
ARTICLE EIGHT
Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the
corporation, no action which is required to be taken or which may be taken at any annual or special
meeting of stockholders of the corporation may be taken by written consent without a meeting,
except where such consent is signed by stockholders representing at least two-thirds of the total
number of shares of stock of the corporation then outstanding and entitled to vote thereon.
ARTICLE NINE
The corporation reserves the right to amend and repeal any provision contained in this
Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights
herein conferred are granted subject to this reservation.
4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors on
June 30, 2000, in accordance with Section 245 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said SBC Communications Inc. has caused this Restated
Certificate of Incorporation to be signed by Edward E. Whitacre, Jr., its Chairman of the Board of
Directors, President and Chief Executive Officer, and attested by Judith M. Sahm, its Secretary, this
30th day of June, 2000.
SBC COMMUNICATIONS INC.
(seal) /s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, President
and Chief Executive Officer
Attest:/s/ Judith M. Sahm
Judith M. Sahm
Secretary
AT&T (T)
Filed: 12 Mar 01, 12:00am