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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MGC COMMUNICATIONS, INC.
We the undersigned Rolla P. Huff, President and Chief Executive Officer,
and Russell I. 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 the following resolutions to amend the Articles of Incorporation as
follows:
RESOLVED, that the Board of Directors hereby declares that it is advisable
and in the best interests of the Company that the Company's name be changed
from MGC Communications, Inc. to Mpower Communications Corp.
RESOLVED, that in connection with the foregoing resolution, and subject to
Stockholder approval, the Company hereby amends Article 1 of the Company's
Articles of Incorporation pursuant to the Certificate of Amendment attached to
these resolutions in order to carry out the purpose and intent of the foregoing
resolution, and that such amendment be presented to the Stockholders of the
Company for approval at the next Annual Meeting of Stockholders.
RESOLVED, that upon approval of the aforesaid amendment to the Articles of
Incorporation by the Stockholders of the Company, the officers of the Company
are hereby authorized and directed to execute the Certificate of Amendment,
with respect to Article 1, and to file the same with the Nevada Secretary of
State and to take any other action that may be necessary or advisable to carry
our the purpose and intent of the foregoing resolution.
The number of shares of the Corporation outstanding and entitled to vote
on the foregoing amendment to the Articles of Incorporation was 36,745,019,
that the said changes and amendment have been consented to and approved by a
vote of 90.6% of each class of stock outstanding and entitled to vote thereon
at the Corporation's Annual Meeting of Stockholders, held on June 22, 2000.
MGC COMMUNICATIONS, INC.
By: /s/ Rolla P. Huff
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Rolla P. Huff
President and Chief Executive Officer
Attest: /s/ Russell I. Zuckerman
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Russell I. Zuckerman, Secretary
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State of New York )
) ss.
County of Monroe )
On August 7, 2000, personally appeared before me, a Notary Public, Rolla
P. Huff and Russell Zuckerman who acknowledged that they executed the above
instrument.
/s/ Karen A. Koch
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Notary Public
[NOTARY STAMP]
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