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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
MGC COMMUNICATIONS, INC.
We the undersigned Rolla P. Huff, President and Chief Executive Officer,
and Russell Zuckerman, Secretary, of MGC Communications, Inc. (the
"Corporation") do hereby certify:
That the Board of Directors of the Corporation on May 12, 2000 duly adopted
a resolution to amend the Articles of Incorporation as follows:
Section 4.01 is hereby amended to increase the number of authorized shares
of capital stock of the Corporation from 110,000,000 shares to 250,000,000
shares and to correspondingly increase the number of authorized shares of
Common Stock of the Corporation from 60,000,000 shares to 200,000,000
shares. The Preferred Stock of the Corporation is unaffected by such
amendment. As a result, the first paragraph and the immediately following
clause (i) of Section 4.01 is hereby amended in their entirety to read as
follows:
"The authorized capital stock of the Corporation shall consist of not more
than 250,000,000 shares of stock which are divided into classes and which
have such designations, preferences, limitations and relative rights as
follows:
(i) 200,000,000 shares of common stock with a par value of $.001 per
share, designated as "Common Stock.""
The rest of Section 4.01 shall remain unchanged.
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The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 36,745,019, that the said
changes and amendment have been consent to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
MGC COMMUNICATIONS, INC.
By: /s/ Rolla P. Huff
--------------------------------
Rolla P. Huff
President and Chief Executive Officer
Attest: /s/ Russell Zuckerman
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Russell Zuckerman, Secretary
State of New York )
) ss.
County of Monroe )
On July 12, 2000, personally appeared before me, a Notary Public, Rolla P.
Huff and Russell Zuckerman who acknowledged that they executed the above
instrument.
/s/ Mary E. Rossi
--------------------------------
Notary Public
