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AMENDED
AND RESTATED
ARTICLES OF INCORPORATION
OF
HI, TIGER INTERNATIONAL, INC.
The undersigned, the president and secretary of Hi, Tiger International,
Inc. (the "Corporation") whose original Articles of Incorporation were filed
with the state of Utah on October 27, 1981, do hereby certify that the
Corporation has set forth the Amended and Restated Articles of Incorporation,
as adopted by the board of directors of the Corporation and approved by the
shareholders of the Corporation as required pursuant to Section 16-10a-1003 of
the Utah Revised Business Corporation Act.
1. Article I of the Articles of Incorporation is amended to read:
ARTICLE I - NAME
The name of the corporation is AVTEL COMMUNICATIONS, INC., A UTAH CORPORATION.
2. Article II of the Articles of Incorporation is amended to read:
ARTICLE II - PURPOSE
The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Utah Revised
Business Corporation Act other than the banking business, the trust company
business, or the practice of a profession permitted to be incorporated by the
Utah Revised Business Corporation Act.
3. Article III of the Articles of incorporation is amended to read:
ARTICLE III - SHARES
This Corporation is authorized to issue two classes of shares of stock,
to be designated common voting and preferred, respectively. The Corporation
is authorized to issue 50,000,000 shares of common stock and 5,000,000 shares
of preferred stock.
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 Utah Revised Business
Corporation Act, 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 Utah Revised Business Corporation Act, 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
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number may not be decreased below the number of shares of the series than
outstanding, or increased above the total number of authorized shares of the
applicable class of shares available for designation as a part of the series.
4. Article IV of the Articles of Incorporation is amended to read:
ARTICLE IV - LIABILITY
The liability of the Directors of the Corporation for monetary damages
shall be eliminated or limited to the fullest extent permissible under Utah
law.
5. Article V of the Articles of Incorporation is amended to read:
ARTICLE V - INDEMNITY
The Corporation is authorized to provide indemnification of officers,
employees, fiduciaries and agents for breach of duty to the Corporation and
its stockholders through Bylaw provisions or through agreements with such
officers, employees, fiduciaries and agents, or both, to the maximum allowable
by Section 16-10a-902 of the Utah Revised Business Corporation Act and any
other provisions of Utah law.
6. Article VI of the Articles of Incorporation is amended to read:
ARTICLE VII - SHAREHOLDER CONSENT
Shareholders of the Corporation shall be able to take shareholder action
through a consent of the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon where present
and voted as provided in Section 16-10a-704 of the Utah Revised Business
Corporation Act.
7. Article VII of the Articles of Incorporation is amended to read:
The name and address in the State of Utah of this Corporation's registered
agent for service of process is:
CT Corporation Systems
50 West Broadway, 8th Floor
Salt Lake City, Utah 84101
8. Article XI of the Articles of Incorporation is deleted.
9. The Amendments herein have been duly approved and recommended to the
shareholders by the board of directors.
10. The Amended and Restated Articles of Incorporation do not provide for
any exchange, reclassification or cancellation of issued shares.
11. The Amendments and Deletions herein have been duly approved by the
required shareholder vote in accordance with Section 16-10a-1003 of the Utah
Revised Business Corporation Act. At the time of the vote, the Corporation
had only one class of shares outstanding, and the number of outstanding shares
was . The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
for the approval of the amendments herein was more than fifty percent (50%).
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IN WITNESS WHEREOF, the foregoing Amended and Restated Articles of
Incorporation have been executed this ___ day of __________, 1996.
---------------------------------
Anthony E. Papa, President of
Hi, Tiger International, Inc.
---------------------------------
James P. Pisani, Secretary of
Hi, Tiger International, Inc.