AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COMMUNICATION TELESYSTEMS INTERNATIONAL
Edward Soren and Eric Lipoff hereby certify that:
1. They are the Executive Vice President and Secretary, respectively, of
Communication Telesystems International, a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated
in their entirety to read as follows:
"NAME
ONE: The name of the corporation is:
Communication Telesystems International
PURPOSE
TWO: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
AUTHORIZED SHARES
THREE: The corporation shall have authority to issue one hundred ten
million (110,000,000) shares of stock, consisting of one hundred million
(100,000,000) shares of common stock, no par value per share (the "Common
Stock"), and ten million (10,000,000) shares of preferred stock, no par
value per share (the "Preferred Stock").
The Board of Directors is authorized to fix by resolution the
designations, powers, preferences and relative, participating,
optional or other special rights (including voting rights, if any, and
conversion rights, if any), and qualifications, limitations or
restrictions thereof, of any such series of Preferred Stock, and the
number of shares constituting any such series, or all or any of
them; and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the
number of such shares then outstanding. Except as otherwise provided
(i) by law, (ii) by these Articles of Incorporation as amended from
time to time, or (iii) by resolutions of the Board of Directors fixing
the
powers and preferences of any class or series of shares as to which
the Board of Directors has been expressly vested with authority to fix
the powers and preferences, (a) the Common Stock shall possess the
full voting power of the Corporation and (b) the number of authorized
shares of any class or classes of stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote.
NO CUMULATIVE VOTING
FOUR: No holder of any class of stock of the corporation shall be entitled
to cumulate votes at any election of directors of this corporation. This
provision shall become effective only when this corporation becomes a
listed corporation within the meaning of Section 301.5 of the California
General Corporation Law.
ELECTION AND TERM OF DIRECTORS
FIVE: This provision shall become effective only when this corporation
becomes a listed corporation within the meaning of Section 301.5 of the
General Corporation Law of California.
In the event that the authorized number of directors shall be fixed
with at least six (6) but less than nine (9) directors, the Board of
Directors shall be divided into two classes, designated Class I and
Class II, effective as of the date that this corporation becomes a
listed corporation within the meaning of Section 301.5 of the General
Corporation Law of California. Each class shall consist of one-half
of the directors or as close an approximation as possible. The
initial term of office of the directors of Class I shall expire at
the first annual meeting following the date that this corporation
becomes a listed corporation within the meaning of Section 301.5 of
the General Corporation Law of California (the "Initial Annual
Meeting"), and the initial term of office of the directors of
Class II shall expire at the annual meeting to be held during the
first fiscal year following the Initial Annual Meeting. At each
annual meeting, commencing with the Initial Annual Meeting, each of
the successors to the directors of the class whose term shall have
expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election
and until his or her successor shall have been duly elected and
qualified.
In the event that the authorized number of directors shall be fixed at
nine (9) or more, the Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III, effective as of
the first annual meeting coinciding with or following the division
into three classes (the "Effective Date"). Each class shall consist of
one-third of the directors or as close an approximation as possible.
The initial term of office of the directors of Class I shall expire at
the annual meeting to be held during the first fiscal year following
the Effective Date, the initial term of office of the directors of
Class II shall expire at the annual meeting to be held during second
fiscal year following the Effective Date and the initial term of
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office of the directors of Class III shall expire at the annual
meeting to be held during the third fiscal year following the
Effective Date. At each annual meeting, commencing with the first
annual meeting following the Effective Date, each of the successors
to the directors of the class whose term shall have expired at such
annual meeting shall be elected for a term running until the third
annual meeting next succeeding his or her election and until his or
her successor shall have been duly elected and qualified.
Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve
as such shall nevertheless continue as a director of the class of
which he or she is a member until the expiration of his or her current
term, or his or her prior death, resignation or removal.
At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the
authorized number of directors, the Board of Directors shall designate
one or more directorships whose terms then expire as directorships of
another class in order more nearly to achieve equality of number of
directors among the classes.
This provision only may be amended or repealed by the approval of the
Board of Directors and the outstanding shares (as defined in Section
152 of the General Corporation Law of California) voting as a single
class, notwithstanding Section 903 of the General Corporation Law of
California.
DIRECTOR LIABILITY
SIX: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
INDEMNIFICATION OF AGENTS
SEVEN: The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the General Corporation Law of California) to
the fullest extent permissible under California law, in excess of that
indemnification otherwise permitted by Section 317 of the General
Corporation Law of California.
AMENDMENTS
EIGHT: The act of the shareholders to amend any of the provisions of this
Article Eight (Amendments) or of Article Four (No Cumulative Voting) or
Article Five (Election and Term of Directors) shall require the affirmative
vote of the holders of not less than two-thirds (66 2/3%) of the total
voting power of all outstanding shares of stock entitled to vote thereon."
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3. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the Board of Directors of this corporation.
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of the shareholders of this
corporation in accordance with Sections 902 and 903 of the General
Corporation Law of California. The total number of outstanding shares of each
class and series entitled to vote with respect to the foregoing amendment and
restatement of Articles of Incorporation was 35,411,108 shares of Common
Stock. There are no shares outstanding of Preferred Stock of this corporation
of any class or series. The number of shares voting in favor of the foregoing
amendment and restatement equaled or exceeded the vote required. The
percentage vote required was a majority of the outstanding shares of Common
Stock and Preferred Stock voting together as a single class.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATED: July 29, 1999
------------------------
Edward Soren
Executive Vice President
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Eric Lipoff
Secretary
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