EXHIBIT 3(i).3
CERTIFICATE OF INCORPORATION
OF
SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP.
FIRST. The name of this corporation shall be:
SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP.
SECOND. The address of its registered office in the State of Delaware
is 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 3,000 shares of Common Stock, $.004
par value per share (the "Common Stock").
A. Common Stock. Shares of Common Stock shall have the following voting
powers, rights and preferences:
1. Voting Rights. Except as otherwise required by Statute or as
otherwise provided in this Certificate of Incorporation, the holders of shares
of Common Stock shall be entitled to vote on all matters at all meetings of the
stockholders of the Corporation, and shall be entitled to one vote for each
share of Common Stock entitled to vote at such meeting.
2. Dividends. The holders of shares of Common Stock shall be entitled
to receive such dividends as may be declared by the Board of Directors.
3. Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Common Stock shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to the holders of Common Stock, ratably
in proportion to the number of shares of Common Stock held by them.
FIFTH.
A. The name and mailing address of the sole incorporator is as
follows:
NAME MAILING ADDRESS
Steven M. Shishko c/o Gadsby & Hannah
125 Summer Street
Boston, MA 02110
B. The name and mailing address of each person who is to serve as
director until the first annual meeting of the stockholders or until successors
are elected and qualified, are as follows:
NAME MAILING ADDRESS
Anthony D. Autorino c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Mel D. Borer c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Vincent DiVencenzo c/o Shared Technologies Fairchild
Commuications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Jeffrey J. Steiner c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Donald E. Miller c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
2
Thomas H. Decker c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
William A. DiBella c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Ajit G. Hutheesing c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Edward J. McCormack, Jr. c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Jo McKenzie c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
Herbert L. Oakes, Jr. c/o Shared Technologies Fairchild
Communications Corp.
100 Great Meadow Road
Suite 104
Wethersfield, CT 06109
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on he liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
EIGHTH. The number of directors constituting the entire Board of
Directors shall be as set forth in or pursuant to the by-laws of the
Corporation. The Board of Directors shall be divided into three classes,
designated Classes I, II and III, which shall
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be as nearly equal in number as possible. Initially, directors of Class I shall
be elected to hold office for a term expiring at the annual meeting of
stockholders in 1997, directors of Class II shall be elected to hold office for
a term expiring at the annual meeting of stockholders in 1998 and directors of
Class III shall be elected to hold office for a term expiring at the annual
meeting of stockholders in 1999. At each annual meeting of stockholders
following such initial classification and election, the respective successors of
each class shall be elected for three-year terms.
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 6th day of March, 1996.
/s/ Steven M. Shishko
Steven M. Shishko
Sole Incorporator