STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/22/2001
010033555 - 2202214
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Carmine T. Oliva and Robert B. Runyon certify that:
1. They are the president and secretary, respectively, of MicroTel
International, Inc., a Delaware corporation (the "Corporation").
2. Article Fourth of the Certificate of Incorporation of the
Corporation is amended and restated to read in its entirety as follows:
"FOURTH: The aggregate number of shares of all classes of
capital stock which the Company has the authority to issue is
sixty million (60,000,000), which is divided into two classes
as follows:
Fifty Million (50,000,000) shares of Common Stock
("Common Stock") with a par value of 1/3 cent per share, and
Ten Million (10,000,000) shares of Preferred Stock
("Preferred Stock") with a par value of $.01 per share.
The designations, voting powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions of the Preferred
Stock is as follows:
(1) Issuance in Series.
Shares of Preferred Stock may be issued in one or
more series at such time or times, and for such considerations
as the Board of Directors may determine. All shares of any one
series of Preferred Stock will be identical with each other in
all respects, except that shares of one series issued at
different times may differ as to dates from which dividends
thereon may be cumulative. All series will rank equally and be
identical in all respects, except as permitted by the
following provisions of paragraph 2 of this Article FOURTH.
1
(2) Authority of the Board with Respect to Series.
The Board of Directors is authorized, at any time and
from time to time, to provide for the issuance of the shares
of Preferred Stock in one or more series with such
designations, preferences and relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof as are stated and
expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors, and as are
not stated and expressed in this Certificate of Incorporation
or any amendment hereto including, but not limited to,
determination of any of the following:
(i) The number of shares constituting that
series and the distinctive designation of that series;
(ii) The dividend rate or rates on the
shares of that series, whether dividends shall be cumulative,
and, if so, from which date or dates, the payment date or
dates for dividends and the relative rights of priority, if
any, of payment of dividends on shares of that series;
(iii) Whether that series shall have voting
rights, in addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(iv) Whether that series shall have
conversion privileges and, if so, the terms and conditions of
such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
(v) Whether or not the shares of that series
shall be redeemable, and, if so, the terms and conditions of
such redemption, including the date or date upon or after
which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
(vi) Whether that series shall have a
sinking or retirement fund for the redemption or purchase of
shares of that series, and, if so, the terms and amount of
such sinking or retirement fund;
2
(vii) The rights of the shares of that
series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Company, and the relative
rights of priority, if any, of payment of shares of that
series;
(viii) Any other preferences, privileges and
powers, and relative participating, optional or other special
rights, and qualifications, limitations or restrictions of a
series, as the Board of Directors may deem advisable and are
not inconsistent with the provisions of this Certificate of
Incorporation.
(3) Dividends.
Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment in
accordance with their respective preferential and relative
rights before any dividends shall be paid or declared and set
apart for payment on the outstanding shares of Common Stock
with respect to the same dividend period.
(4) Liquidation.
If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the assets available
for distribution to holders of shares of Preferred Stock of
all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective
preferential and relative amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
(5) Reacquired Shares.
Shares of Preferred Stock which have been issued and
reacquired in any manner by the Company (excluding, until the
Company elects to retire them, shares which are held as
treasury shares but including shares redeemed, shares
purchased and retired, and shares which have been converted
into shares of Common Stock) will have the status of
authorized and unissued shares of Preferred Stock and may be
reissued.
(6) Voting Rights.
Shares of Preferred Stock shall each have the number
of votes provided in the resolution or resolutions of the
Board of Directors creating any series of Preferred Stock, or
as otherwise required by law. Unless and except to the extent
otherwise required by law or provided in the resolution or
resolutions of the Board of Directors creating any series of
Preferred Stock, the holders of the Preferred Stock shall have
no voting power with respect to any matter whatsoever."
3
3. The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly approved by the Board of Directors of the Corporation.
4. Pursuant to Sections 228(a) and 242 of the Delaware General
Corporation Law, approval of the stockholders holding a majority of the Common
Stock was duly obtained at a Special Meeting of Stockholders of the Corporation
held on January 16, 2001.
4
IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of
Incorporation has been signed by the President and Secretary of this Corporation
as of November 20, 2000.
/S/ CARMINE T. OLIVA
---------------------------------
Carmine T. Oliva, President
/S/ ROBERT B. RUNYON
---------------------------------
Robert B. Runyon, Secretary
5