EXHIBIT C
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CERTIFICATE OF INCORPORATION OF AVTEL DELAWARE
CERTIFICATE OF INCORPORATION
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OF
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AVTEL COMMUNICATIONS, INC..
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ARTICLE I.
The name of the Corporation is AVTEL COMMUNICATIONS, INC.
ARTICLE II.
The address of the Corporation's registered office in the State of Delaware is
1209 Orange Street, City of Wilmington, County of Newcastle, Delaware 19805. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III.
The nature of the business or purposes to be conducted or promoted is to engage
in any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
ARTICLE IV.
The Corporation is authorized to issue two classes of stock, designated common
and preferred, respectively. The total number of shares of all classes of stock
which the Corporation has authority to issue is 21,000,000, consisting of
20,000,000 shares of common stock, par value $0.01, and 1,000,000 shares of
preferred stock, par value $0.01. As to the preferred stock of the Corporation,
250,000 shares shall be designated as "Series A Convertible Preferred Stock"
with the preferences, limitations and rights set forth hereunder.
The Board of Directors may amend these Articles of Incorporation to do any of
the following:
a. designate in whole or in part, the preferences, limitations and
relative rights, within the limits set forth in the Delaware General Corporation
Law, of any class of shares, before the issuance of any shares of that class;
b. create one or more series within a class of shares, fix the number
of shares of each such series, and designate, in whole or part the preferences,
limitations and relative rights of the series within the limits set forth in the
Delaware General Corporation Law, all before the issuance of any shares of that
series;
c. alter or revoke the preferences, limitations and relative rights
granted to or imposed upon any wholly unissued class of shares or any wholly
unissued series of any class of shares; or
d. increase or decrease the number of shares constituting any series,
the number of shares of which was originally fixed by the Board either before or
after the issuance of shares of the series, provided that the number may not be
decreased below the number of shares of the series then outstanding, or
increased above the total number of authorized shares of the applicable class of
shares available for designation as part of the series.
DESIGNATION OF FIRST SERIES OF PREFERRED STOCK
The first series of preferred stock is hereby designated AvTel Communications,
Inc. Series A Convertible Preferred Stock ("Series A Convertible Preferred
Stock"). The number of shares constituting Series A Convertible Preferred Stock
shall be 250,000.
1. GENERAL DEFINITIONS. For purposes of designating the preferences,
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privileges, restrictions and rights of the Series A Convertible Preferred Stock,
the following definitions shall apply:
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1.1 "Board of Directors" shall mean the Board of Directors of the
Corporation.
1.2 "Business Day" shall mean any day other than Saturdays, Sundays
or other days on which commercial banks are authorized or required to close in
the State of Delaware.
1.3 "Common Stock" shall refer to the Common Stock of the
Corporation.
1.4 "Distribution" shall mean the transfer of cash or property
without consideration, whether by way of dividend or otherwise, or the purchase
or redemption of shares of this Corporation for cash or property, including any
such transfer, purchase or redemption by a Subsidiary of this Corporation.
1.5 "Issuance Date" shall mean July 31, 1996.
1.6 "Junior Shares" shall mean all Common Stock and any other shares
of this Corporation other than the Series A Convertible Preferred Stock.
1.7 "Person" means a corporation, an association, a trust, a
partnership, a joint venture, an organization, a business, an individual, a
government or political subdivision thereof or a governmental body.
1.8 "Public Offering" with respect to any securities means the
registration of such securities under the Securities Act, under a firm
commitment underwriting, for sale to the public.
1.9 "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as may be in effect from time to time.
1.10 "Subsidiary" shall mean any corporation at least 50% of whose
outstanding voting shares shall at the time be owned by the Corporation or by
one or more of such subsidiaries.
2. DIVIDEND RIGHTS OF PREFERRED STOCK. The holders of the Series A
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Convertible Preferred Stock shall be entitled to receive, out of any funds
legally available therefor, cumulative dividends, on each outstanding share of
Series A Convertible Preferred Stock, at the rate of eight percent (8.0%) of the
Liquidation Preference (as defined below, prior to any increase for declared but
unpaid dividends) of the Series A Convertible Preferred Stock per annum per
share, on each outstanding share of Series A Convertible Preferred Stock, and no
more, payable prior and in preference to any payment of any dividend on, or
other distribution with respect to, Junior Shares and payable semi-annually,
commencing one hundred eighty (180) days from the Issuance Date, from funds
legally available therefor. Such dividends shall accrue from the date of
issuance whether or not earned so that no dividends (other than those payable
solely in Common Stock) shall be made with respect to Junior Shares until
cumulative dividends on the Series A Convertible Preferred Stock for all past
dividend periods and for the then current six-month dividend period shall have
been declared and paid or set apart. Such dividends shall be payable to holders
of record of shares of Series A Convertible Preferred Stock as of a record date,
determined by the Board of Directors, which shall be not more than thirty (30)
days prior to the dividend payment date. Other than with respect to the
dividends paid on the Series A Convertible Preferred Stock which represent
payment of cumulative dividends thereon for all past dividend periods and for
the then current six-month dividend period, no dividend shall be declared, paid
on or set apart for the outstanding shares of Series A Convertible Preferred
Stock. The holders of at least 50% of the Series A Convertible Preferred Stock
may at any time by written consent waive payment of any accumulated but unpaid
dividends with respect to such Series A Convertible Preferred Stock or eliminate
any requirement to declare, pay, set apart or accumulate any dividends with
respect to such Series A Convertible Preferred Stock.
3. RESTRICTION ON DIVIDEND RIGHTS OF JUNIOR SHARES. No dividend or other
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Distribution (other than those payable solely in Common Stock) shall be declared
or paid with respect to Junior Shares while any shares of Series A Convertible
Preferred Stock are outstanding without the vote or written consent by the
holders of at least 50% of the outstanding shares of Series A Convertible
Preferred Stock.
4. LIQUIDATION RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK. In the event
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of any liquidation, dissolution or winding up of the Corporation, either
voluntary or involuntary, the holders of the Series A
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Convertible Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of Junior Shares by reason of their ownership of such
stock, an amount (the "Liquidation Preference") equal to the sum of $4.00 for
each share of Series A Convertible Preferred Stock then held by them and, in
addition, an amount equal to all declared but unpaid dividends, if any, on the
Series A Convertible Preferred Stock. If the assets and funds thus distributed
among the holders of the Series A Convertible Preferred Stock shall be
insufficient to permit the payment to such holders of the aggregate Liquidation
Preference payable to such holders, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
holders of the Series A Convertible Preferred Stock, pro rata among the holders
of such Series A Convertible Preferred Stock according to the number of shares
held by each such holder. After payment to the holders of Series A Convertible
Preferred Stock of the Liquidation Preference as aforesaid, the entire assets
and funds of the Corporation legally available for distribution, if any, shall
be distributed among the holders of the Junior Shares.
5. REDEMPTION. The Corporation may, from funds legally available therefore,
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redeem all or any part of the outstanding Series A Convertible Preferred Stock
as follows:
5.1 Redemption After Second Anniversary. After the second
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anniversary of the Issuance Date, the Corporation may redeem, at any time, and
from time to time, after the second anniversary of the Issuance Date, all or any
part, but if less than all, not less than 25%, of the Series A Convertible
Preferred Stock outstanding. Any redemption effected pursuant to this Section 5
shall be made on a pro-rata basis among the holders of Series A Convertible
Preferred Stock in proportion to the Shares of Series A Convertible Preferred
Stock then held by them.
5.2 Redemption Price. The Corporation may redeem shares of Series A
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Convertible Preferred Stock pursuant to Section 5.1 above by paying in cash
therefore an amount (the "Redemption Price") equal to the Liquidation Preference
per share of Series A Convertible Preferred Stock.
5.3 Redemption Notice. In order to effect a redemption pursuant to
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Section 5.1 above, the Corporation shall, by written notice (herein the
"Redemption Notice"), mailed first class postage prepaid, to each holder of
record (at the close of business on the Business Day immediately preceding the
day on which notice is given) of a Series A Convertible Preferred Stock to be
redeemed, at the address shown on the records of the Corporation for such
holder, notify such holder of the redemption to be effected. Such Redemption
Notice shall specify the number of shares of Series A Convertible Preferred
Stock to be redeemed from such holder, the Redemption Price, the place at which
payment may be obtained and calling upon such holder to surrender to the
Corporation, in the manner and at the place designated, and a date (herein the
"Delivery Date") which shall not be less than forty-five (45) days nor more than
sixty (60) days following the date of such Redemption Notice, his certificate or
certificates representing the shares to be redeemed. On or before the Delivery
Date, each holder of Series A Convertible Preferred Stock to be redeemed shall
surrender to the Corporation a certificate or certificates representing such
shares, in the manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price of such shares shall be payable to the order of
the Person whose name appears on such certificate or certificates as the owner
thereof, any surrendered certificate shall be canceled. In the event that less
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
5.4 Continuing Rights of Series A Convertible Preferred Stock
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Following Redemption. From and after the Delivery Date, unless there shall have
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been a defaulted payment of the Redemption Price, all rights of the holders of
shares of Series A Convertible Preferred Stock designated for redemption and the
Redemption Notice as holders of Series A Convertible Preferred Stock (except the
right to receive the Redemption Price without interest upon surrender of their
certificate or certificates) shall cease with respect to such shares, and such
shares shall not thereafter be transferred on the books of the Corporation or be
deemed to be outstanding for any purpose whatsoever. If the funds of the
Corporation are legally available for redemption of shares of Series A
Convertible Preferred Stock on the Delivery Date and are not sufficient to
redeem the total number of shares of Series A Convertible Preferred Stock deemed
redeemed on such date, those funds which are legally available will be used to
redeem the maximum possible number of such shares, ratably from the holders of
such shares to be redeemed, based upon their holdings of Series A Convertible
Preferred Stock. The shares of Series A Convertible Preferred Stock not redeemed
shall remain
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outstanding and entitled to the rights and preferences provided herein and shall
no longer be considered as having been designated for redemption in the relevant
Redemption Notice.
5.5 Deposit of Redemption Price. On or prior to each Delivery Date,
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the Corporation shall deposit the Redemption Price of all shares of Series A
Convertible Preferred Stock designated for redemption in the Redemption Notice
and not yet redeemed with a bank or trust corporation having aggregate capital
and surplus in excess of $10,000,000 as a trust fund for the benefit of the
respective holders in shares designated for redemption and not yet redeemed,
with irrevocable instructions and authority to the bank or trust corporation to
pay the redemption price for such shares to the respective holders on or after
the Delivery Date on receipt of notification from the Corporation that such
holder has surrendered his or her share certificates to the Corporation pursuant
to Subsection 5.3 above. As of the Delivery Date, the deposit shall constitute
full payment of the shares to their holders, and from and after the Delivery
Date shares so called for redemption shall be redeemed and shall be deemed to be
no longer outstanding, and holders thereof shall cease to be stockholders with
respect to such shares and shall have no rights with respect thereto, except for
rights to receive a bank or trust corporation payment of the Redemption Price of
the shares, without interest, upon surrender of their certificates therefore.
Such instructions shall also provide that any monies deposited by the
Corporation pursuant to this Subsection 5.5 for the redemption of shares
thereafter converted into shares of Common Stock pursuant to Section 6 hereof,
prior to the Delivery Date, shall be returned to the Corporation forthwith upon
such conversion. The balance of any monies deposited by the Corporation pursuant
to this Subsection 5.5 remaining unclaimed at the expiration of one (1) year
following the Delivery Date shall thereupon be returned to the Corporation upon
its request as expressed in the resolution adopted by its Board of Directors.
6. CONVERSION RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK. The holders
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of the Series A Convertible Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):
6.1 Right to Convert. Subject to the terms and conditions hereof,
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each share of Series A Convertible Preferred Stock shall be convertible, at the
option of the holder thereof, at any time after the first anniversary of the
Issuance Date, into such number of fully paid and nonassessable shares of Common
Stock, as determined by dividing $4.00 by the Conversion Price applicable to
such share, determined as hereinafter provided, in effect on the date the
certificate is surrendered for conversion. The price at which shares of Common
Stock shall be deliverable upon conversion of shares of the Series A Convertible
Preferred Stock (the "Conversion Price") shall initially be $4.00 per share of
Common Stock. The Conversion Price shall be subject to adjustment as hereinafter
provided in Section 6.4.
6.2 Automatic Conversion on Public Offering. Each share of Series A
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Convertible Preferred Stock shall automatically be converted into the number of
fully paid and nonassessable shares of Common Stock upon the closing of a Public
Offering pursuant to an effective Registration Statement under the Securities
Act, covering the offer and sale of Common Stock to the public at a public
offering price (prior to underwriters' discounts and expenses) equal to or
exceeding $10.00 per share of Common Stock (as adjusted for stock dividends,
combinations or splits with respect to such shares) and the proceeds to the
Corporation of not less than $15 million (net only of underwriters' commissions
and expenses relating to the issuance, including without limitation expenses of
the Corporation's counsel). In the event of a Public Offering, the person(s)
entitled to receive the Common Stock issuable upon such conversion of Series A
Convertible Preferred Stock shall not be deemed to have converted such Series A
Convertible Preferred Stock until the date of the closing of such sale of Common
Stock. The Conversion Price of shares of Series A Convertible Preferred Stock
which are converted pursuant to this Section 6.2 shall be the lower of $4.00 per
share or a price determined by multiplying .80 times the price per share of the
Common Stock issued in such Public Offering.
6.3 Mechanics of Conversion. No fractional shares of Common Stock
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shall be issued upon conversion of Series A Convertible Preferred Stock. In lieu
of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by a fair and
reasonable conversion price to be determined by the Board of Directors solely
for calculating payments due for fractional shares. No shares of Common Stock
will be issued in respect of accrued or declared and unpaid dividends on the
Series A Convertible Preferred Stock; however, except in the case of an
Automatic Conversion on Public Offering as set forth in subparagraph 6.2 above,
the Corporation shall remain liable after conversion of any Series A Convertible
Preferred Stock for cumulative unpaid dividends accrued on
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such Series A Convertible Preferred Stock prior to the time of conversion.
Before any holder of Series A Convertible Preferred Stock shall be entitled to
convert the same into full shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation and, except for the automatic conversion pursuant to subparagraph
6.2 above, shall give written notice (the "Conversion Notice") to the
Corporation, at such office that he elects to convert the same. The Corporation
shall, as soon as practicable thereafter issue and deliver or cause to be issued
and delivered to such holder of Series A Convertible Preferred Stock, at such
office or at such other place as the holder shall specify in the Conversion
Notice, a certificate or certificates for the number of shares of Common Stock,
to which he shall be entitled as aforesaid, registered in the name of such
holder or in such other name as the holder shall specify in the aforementioned
written notice. Except as set forth in subparagraph 6.2 above, such conversion
shall be deemed to have been made immediately prior to the close of business on
the date of such surrender of the shares of Series A Convertible Preferred Stock
to be converted, and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of Common Stock on such date.
6.4 Adjustments for Diluting Issues.
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(a) Adjustment for Stock Splits and Combinations. If the Corporation
at any time or from time to time after the Issuance Date effects a subdivision
of the outstanding Common Stock (meaning to increase the number of shares of
Common Stock into which each share of Series A Convertible Preferred Stock is
convertible), the Conversion Price then in effect immediately before that
subdivision shall be proportionately decreased, and conversely, if the
Corporation at any time or from time to time after the Issuance Date combines
the outstanding shares of Common Stock (meaning to decrease the number of shares
of Common Stock into which each share of Series A Convertible Preferred Stock is
convertible), the Conversion Price then in effect immediately before the
combination shall be proportionately increased. Any adjustment under this
subparagraph (a) shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Disbursements. In the event
the Corporation at any time, or from time to time, after the Issuance Date,
makes or fixes a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event, the Conversion Price then
in effect shall be decreased as of the time of such issuance or, in the event
such record date is fixed, as of the close of business on such record date, by
multiplying the Conversion Price then in effect by a fraction (a) the numerator
of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date (but excluding shares of Common Stock previously
issued by the Corporation upon conversion of Series A Convertible Preferred
Stock), and (b) the denominator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date (but excluding shares of Common Stock
previously issued by the Corporation upon conversion of Series A Convertible
Preferred Stock) plus the number of shares of Common Stock issuable in payment
of such dividend or distribution; provided, however, that if such record date is
fixed and such dividend is not fully paid or if such distribution is not fully
made on the date fixed thereof, the Conversion Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Conversion Price shall be adjusted such that the number of shares of Common
Stock into which each share of Series A Convertible Preferred Stock is
convertible pursuant to this subsection as of the time of actual payment of such
dividends or distributions.
(c) Adjustments for Other Dividends and Distributions. In the event
the Corporation at any time or from time to time after the Issuance Date makes,
or fixes a record date for the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in securities of the
Corporation other than shares of Common Stock, then in each such event a
provision shall be made so that the holders of Series A Convertible Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares
of Common Stock receivable thereupon, the amount of securities of the
Corporation which they would have received had their Series A Convertible
Preferred Stock been converted into Common Stock on the date of such event and
had they thereafter, during the period from the date of such event to and
including the date of conversion, retained such securities receivable by them as
aforesaid during such period, subject to all other adjustments called for during
such period under this Section 6 with respect to the rights of the holders of
the Series A Convertible Preferred Stock.
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(d) Adjustment for Reclassification, Exchange and Substitution. If
the Common Stock issuable upon the conversion of the Series A Convertible
Preferred Stock is changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization, merger, consolidation or sale of assets, provided for
elsewhere in this Section 6) then and in any such event each holder of Series A
Convertible Preferred Stock shall have the right thereafter to convert such
stock into the kind and amount of stock and other securities and property
receivable upon such reorganization, reclassification or other change, by
holders of the number of shares of Common Stock into which such shares of Series
A Convertible Preferred Stock might have been converted immediately prior to
such reorganization, reclassification or change, all subject to further
adjustment as provided herein.
(e) Reorganizations, Mergers, Consolidations or Sales of Assets. If
at any time or from time to time there is a capital reorganization of the Common
Stock (other than either a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section 6)
or a merger or consolidation of the Corporation with or into another
corporation, or the sale of all or substantially all of the Corporation's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the holders of the Series A Convertible Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A Convertible Preferred Stock,
the number of shares of stock or other securities or property of the
Corporation, or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 6 with respect to the rights
of the holders of the Series A Convertible Preferred Stock after the
reorganization, merger, consolidation or sale to the end that the provisions of
this Section 6 (including adjustment of the Conversion Price then in effect)
shall be applicable after that event and be as nearly equivalent to the
provisions hereof as may be practicable.
6.5 No Impairment. The Corporation will not, by amendment of its
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Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 7 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series A Convertible Preferred Stock against dilution or other impairment.
6.6 Notices of Record Date. In the event of any taking by the Corporation
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of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend which is the same as cash dividends paid in previous
quarters) or other distribution, the Corporation shall mail to each holder of
Series A Convertible Preferred Stock at least twenty (20) days prior to the date
specified herein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.
7. VOTING. The shares of Series A Convertible Preferred Stock shall not have
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any voting power, either general or special.
ARTICLE V.
The name and mailing address of the Incorporator is:
Janis St. Marie
1332 Anacapa Street, Suite 200
Santa Barbara, California 93101
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ARTICLE VI.
The number of directors which constitute the whole Board of Directors of the
Corporation shall be determined as set forth in the Bylaws of the Corporation.
Subject to the rights of the holders of any series of Preferred Stock, no
director shall be removed without cause. Subject to any limitations imposed by
law, the Board of Directors or any individual director may be removed from
office at any time with cause by the affirmative vote of the holders of a
majority of the voting power of all the then-outstanding shares of voting stock
of the Corporation entitled to vote at an election of directors.
The election of directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.
ARTICLE VII.
In furtherance and not in limitation of the powers confirmed by statute, the
Board of Directors of the Corporation is expressly authorized to make, alter,
repeal, amend and rescind any or all of the Bylaws of the Corporation; to fix
the amount to be reserved as working capital, and to authorize and cause to be
executed, mortgages and liens without limit as to the amount, upon the property
and franchise of this Corporation.
The Bylaws shall determine whether and to what extent the accounts and books of
this Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholders shall have any right of inspecting any
account, or book, or document of this Corporation, except as conferred by the
law or the Bylaws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and keep
the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the Bylaws or
by resolution of the stockholders or directors, except as otherwise required by
the laws of Delaware.
ARTICLE VIII.
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after the filing of
this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law as so amended. No
amendment to the Delaware General Corporation Law that further limits the acts
or omissions for which elimination of liability is permitted shall affect the
liability of a director for any act or omission which occurs prior to the
effective date of the amendment.
Any repeal or modification of the foregoing provisions of this Article VIII by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE IX.
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The Corporation reserves the right to repeal, alter or amend this Certificate of
Incorporation in the manner prescribed herein or now or hereafter prescribed by
statute. No repeal, alteration or amendment of this Certificate of Incorporation
shall be made unless the same is first approved by the Board of Directors of the
Corporation pursuant to a resolution adopted by the directors then in office in
accordance with the By-laws and applicable law and thereafter approved by the
stockholders.
IN WITNESS WHEREOF, I have hereunto set my hand on this _____ of August, 1997.
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Janis St. Marie, Incorporator
AVTEL COMMUNICATIONS, INC.,
a Utah corporation
By____________________________
Anthony E. Papa, President
ATTEST:
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James P. Pisani, Secretary
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