Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
TELEGROUP, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 490.1007 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following Restated Articles of
Incorporation:
1. The name of the corporation is Telegroup, Inc.
2. The purpose which the corporation is authorized to pursue is, or
includes, the transaction of any or all lawful business for which the
Corporation may be incorporated under the Iowa Business Corporation Act.
3. The aggregate number of shares which the Corporation has authority
to issue is 15,000,000 shares of common stock of two classes. Of such
15,000,000 shares, 10,000,000 shares, to be known as Class A common shares,
shall have voting rights. The remaining 5,000,000 shares, to be known as
Class B common shares, shall have no voting rights. All of such 15,000,000
shares shall have no par value. Other than the right to vote, Class A common
shares and Class B common shares shall be entitled to the same rights and
preferences.
4. The holders of shares of common stock are entitled to dividends
when and as declared by the Board of Directors from funds legally available
therefor, and upon liquidation are entitled to share pro rata in any
distribution to shareholders. The holders of shares of common stock do not
have pre-emptive rights. Shares of common stock are not redeemable, do not
have any conversation rights, and are not liable, for assessments or further
calls. The Class A common stock does not have cumulative voting rights.
5. The corporation is authorized to include in its Bylaws provisions
restricting the transfer of shares.
6. Unless and until changed in accordance with Iowa law, the address
of the Corporation's registered office is 505 North Third Street, Fairfield,
Iowa 52556, and the name of the Corporation's registered agent at such address
is Ron Stakland.
7. No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; however, this provision shall neither eliminate nor limit
the liability of a director (a) for a breach of the director's duty of loyalty
to the Corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the
law, (c) for a transaction from which the director derives an improper
personal benefit, or (d) under Section 490.833 of the Iowa Business
Corporation Act.
8. These duly adopted Restated Articles of Incorporation supersede
the original Articles of Incorporation and all amendments to them.
9. The Restated Articles of Incorporation amend the Articles of
Incorporation in a manner requiring shareholders approval. The Restated
Articles of Incorporation were approved by the shareholders. The designation,
number of outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately on the Restated Articles of
Incorporation, and the specific issues of whether to increase the number of
authorized shares of Class A and Class B shares and the number of votes of
each voting group indisputably represented at the meeting is as follows:
VOTES ENTITLED
TO BE CAST ON VOTES
DESIGNATION OF SHARES RESTATED REPRESENTED AT
GROUP OUTSTANDING ARTICLES MEETING
Class A Common 216.00 216.00 216.00
Class B Common 8.9297 8.9297 6.6804
VOTES ENTITLED
TO BE CAST ON
INCREASING THE
NUMBER OF AUTH- VOTES
DESIGNATION OF SHARES ORIZED SHARES OF REPRESENTED AT
GROUP OUTSTANDING CLASS A MEETING
Class A Common 216.00 216.00 216.00
Class B Common 8.9297 0 0
VOTES ENTITLED
TO BE CAST ON
INCREASING THE
NUMBER OF AUTH- VOTES
DESIGNATION OF SHARES ORIZED SHARES OF REPRESENTED AT
GROUP OUTSTANDING CLASS B MEETING
Class A Common 216.00 0 0
Class B Common 8.9297 8.9297 6.6804
10. The total number of undisputed votes case for the Restated
Articles of Incorporation was:
VOTING GROUP VOTES FOR
Class A Common 216.00
Class B Common 6.6804
11. The total number of undisputed votes case for increasing the
number of authorized shares of Class A was:
VOTING GROUP VOTES FOR
Class A Common 216.00
12. The total number of undisputed votes case for increasing the
number of authorized shares of Class B was:
VOTING GROUP VOTES FOR
Class B Common 6.6804
The number of votes cast for the Restated Articles of Incorporation by
each voting group was sufficient for approval by that voting group.
TELEGROUP, INC.
By: _____________________________
Fred Gratzon
Chairman of the Board