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Exhibit 3(i)(j)
RESTATED CERTIFICATE OF INCORPORATION
OF
NEVADA ENERGY COMPANY, INC.
Nevada Energy Company, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation") and the
undersigned authorized officer hereby certify that (i) the date of filing the
Corporation's original Certificate of Incorporation with the Secretary of State
of Delaware was December 20, 1982 and the Corporation's initial name was Munson
Geothermal, Inc., (ii) this Restated Certificate of Incorporation, as previously
amended, was duly approved and duly adopted in accordance with Section 303 of
the General Corporation Law of the State of Delaware, (iii) pursuant to Section
1129 under Chapter 11 of Title 11 of the United States Code, the Bankruptcy
Code, a plan of reorganization of the Corporation was confirmed on September 15,
1998 by Order of the United States Bankruptcy Court for the District of Nevada,
Case No. BK-97-30265-BMG (the "Order"), and (iv) the Order contains a provision
for the making of this Restated Certificate of Incorporation of the Corporation;
and in connection therewith the Corporation's Certificate of Incorporation is
amended and restated in its entirety to provide as follows:
FIRST: The name of the Corporation is WORLDCALL, CORPORATION.
SECOND: The registered office of the Corporation in the State of
Delaware is located at 800 Delaware Avenue, City of Wilmington, New Castle
County, 19801. The registered agent of the Corporation at that address is
Delaware Corporations Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: (a) The total number of shares of stock which the Corporation
is authorized to issue is (i) twenty-five million (25,000,000) shares of Class A
Common Stock, $.001 par value per share ("Common Stock") and (ii) seven (7)
shares of special stock, $.001 par value per share, designated as Special Stock.
(b) The Special Stock shall have the voting rights, preferences
and relative participating, optional or other special rights and qualifications,
limitations and restrictions as follows:
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(i) Dividends
No dividend of any kind or nature shall be paid or declared
on the Special Stock.
(ii) Liquidation Rights
Special Stock shall rank pari passu with the Common Stock
as to liquidation rights.
(iii) Voting Rights and Rights to Appoint a Director
(a) Except as expressly provided in this Certificate
of Incorporation or by law, holders of shares of Special Stock shall have no
voting rights and shall not be entitled to vote on any matter.
(b) The holders of a majority of the issued and
outstanding shares of Special Stock shall have the power and authority to and
shall, either at a meeting or by written consent, voting separately as a
separate series, elect two (2) director's to the Board of Directors of the
Corporation (individually, a "Special Director" and collectively, the "Special
Directors"). Each Special Director shall be elected for a term of one year. A
Special Director whose term has expired shall continue in office until such
Director's successor is elected and qualified, except as otherwise provided
herein or required by law. If the office of any Special Director becomes vacant
by reason of death, resignation, disqualification, removal or other cause, the
holders of a majority of the issued and outstanding shares of Special Stock
shall elect a successor for the unexpired term and until a successor is elected
and qualified. Each Special Director shall be entitled to one vote on any matter
to which a director of the Corporation is entitled to vote.
(iv) Amendment
The Corporation shall not take any action, whether by
amendment to the Certificate of Incorporation, merger, consolidation, sale of
assets or other corporate action of any kind (whether or not similar in kind or
nature to an amendment, merger, consolidation or sale of assets) that would
amend, alter, repeal or change, or have the effect of amending, altering,
repealing or changing, the authorized number of shares or Special Stock, or any
of the voting rights or other powers, preferences, or special rights of the
Special Stock without the affirmative vote of the holders of a majority of the
outstanding shares of Special Stock, voting as a single series.
FIFTH: (a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, and the directors
need not be elected by ballot unless required by the By-Laws of the Corporation.
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(b) The number of directors constituting the entire Board of
Directors shall be not less than three (3) not more than seven (7) as fixed from
time to time by resolution adopted by the vote of a majority of the entire
Board, provided, however, that the number of directors shall not be reduced so
as to shorten the term of any director at the time in office, and provided
further, that the number of directors constituting the entire Board shall be
three (3) until otherwise fixed by resolution adopted by vote of a majority of
the entire Board.
SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend or repeal the By-Laws.
SEVENTH: Every person who was or is a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
whether the basis of such action, suit or proceeding is any alleged action in an
official capacity as director, officer or representative, or in any other
capacity while serving as director, officer or representative, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended, against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
him or her in connection therewith; provided, however, that the Corporation
shall indemnify any such person in connection with any action, suit or
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right shall be a contract right and shall include the right to
be paid by the Corporation expenses incurred in defending any action, suit or
proceeding in advance of its final disposition upon delivery to the Corporation
of an undertaking, by or on behalf of such person, to repay all amounts so
advanced unless it should be determined ultimately that such person is not
entitled to be indemnified under this Article SEVENTH or otherwise.
The rights conferred by this Article SEVENTH shall not be exclusive of
any other right which such persons may have or hereafter acquire under any
statute, provision of the certificate of incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.
EIGHTH: 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 (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts of
omissions not in good faith or which involve intentional misconduct or knowing
violation law, (c) under Section 174 of the General Corporation Law of the State
of Delaware, or (d) for any transaction from which the director derived an
improper personal benefit, it being the intention of this Article EIGHTH that a
director of the Corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or may
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hereafter be amended, not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
NINTH: Notwithstanding any other provision of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any amendment of the
Certificate of Incorporation and any amendment to the By-Laws of the Corporation
adopted by the stockholder shall require the affirmative vote of the holders of
65% or more of the outstanding shares of capital stock of the Corporation
entitled to vote. The ByLaws may be amended by the Board of Directors by a
majority vote of the entire Board.
IN WITNESS WHEREOF, the Corporation and the undersigned duly authorized
officer have caused this Restated Certificate of Incorporation, to be executed
this 8 day of December, 1998.
NEVADA ENERGY COMPANY, INC.
By: /s/ Richard A. Cascarilla
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RICHARD A. CASCARILLA, PRESIDENT