EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
IFX CORPORATION
It is hereby certified that:
1. The name of the Corporation is IFX Corporation (the "Corporation").
2. The amendment to the Restated Certificate of Incorporation effected by
this Certificate is as follows:
Article Fourth is hereby deleted in its entirety and the following is
hereby substituted therefor:
FOURTH: The authorized capital stock of the Corporation is
1. Class Par Value Number of Shares Authorized
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Common $0.02 110,000,000
Preferred $1.00 40,000,000
2. The preferences, qualifications, limitations, restrictions and the special
or relative rights of the shares of each class are:
A. Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to
provide for the issuance of shares of Preferred Stock as a class or in
series and, by filing a statement pursuant to the General Corporation Law
of the State of Delaware (hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations and restrictions thereof. The authority of the
Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:
(i) The designation of the series, which may be by distinguishing
number, letter or title:
(ii) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the
Preferred Stock Designation) increase or decrease;
(iii) The dividend rate on the shares of the class or of any series,
whether dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of the class or of that series;
(iv) Dates at which dividends, if any, shall be payable;
(v) Whether or not the shares of the class or of any 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) The terms and amounts of a sinking fund, if any, provided for
the purchase or redemption of shares of the class or any series;
(vii) The rights of the shares of the class or of any series in the
event of voluntary or involuntary dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of the class or of that series;
(viii) Whether the shares of the series shall be convertible into
shares of any other class or series, or any other security, of the
Corporation or any other corporation, and, if so, the rate or rates,
any adjustments thereof, the date or dates of which such shares shall
be convertible and all other terms and conditions upon which such
conversion may be made;
(ix) Restrictions on the issuance of shares of the same series or of
any other class or series;
(x) The voting rights, if any, of the holders of shares of the
series; and
(xi) Any other powers, preferences, rights, qualifications,
limitations, and restrictions of the class or of any series.
B. Common Stock.
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(i) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
(ii) Except as may be provided in this Restated Certificate of
Incorporation or in a Preferred Stock Designation, the holders of
shares of the Common Stock shall have the exclusive right to vote on
all matters (for which a common stockholder shall be entitled to vote
thereon) at all meeting of the stockholders of the Corporation, and
shall be entitled to one vote for each share of the Common Stock
entitled to vote at such meeting. There shall be no cumulative voting
rights with respect to any shares of the Corporation's stock.
3. The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its duly authorized representative this 27th day of June, 2002.
IFX CORPORATION
By: /s/ Joel Eidelstein
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Its: President
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