AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EPHONE TELECOM, INC.
It is hereby certified that:
1. The name of the corporation is ePHONE Telecom, Inc (the "Corporation").
2. The following Amended and Restated Articles of Incorporation of ePHONE
Telecom, Inc. amends and restates the provisions of and supersedes the
Certificate of Incorporation originally filed with the Secretary of State of the
State of Florida on April 30, 1996 in its entirety.
ARTICLE I
CORPORATE NAME
The name of the Corporation is ePHONE Telecom, Inc.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
by the laws of the State of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 150,000,000
shares of common stock, $.001 par value.
ARTICLE V
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws. The Board of Directors shall be elected by the
shareholders of the corporation at such time and in such manner as provided in
the By-Laws.
ARTICLE VI
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other
securities of the Corporation except to the extent such right may be granted by
an amendment to these Articles of Incorporation or by a resolution of the Board
of Directors.
ARTICLE VII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the By-Laws, or the
Florida Corporation Act notwithstanding, bylaws shall not be adopted, modified,
amended or repealed by the shareholders of the Corporation except upon the
affirmative vote of a simple majority vote of the holders of all the issued and
outstanding shares of the corporation entitled to vote thereon.
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ARTICLE VIII
SHAREHOLDERS
8.1. Inspection of Books The board of directors shall make reasonable rules to
determine at what times and places and under what conditions the books of the
Corporation shall be open to inspection by shareholders or a duly appointed
representative of a shareholder.
8.2. Control Share Acquisition. The provisions relating to any control share
acquisition as contained in Florida Statutes now, or hereinafter amended, and
any successor provision shall not apply to the Corporation.
8.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholders shall constitute a quorum.
8.4. Required Vote. Acts of shareholders shall require the approval of holders
of 50.01 % of the outstanding votes of shareholders.
ARTICLE IX
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE X
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.
ARTICLE XI
RESIDENT AGENT
The name and address of the resident agent of the Corporation is:
CT Corporation System
1200 South Pine Island Road
Plantation, Florida 33324
<PAGE>
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation on this ___ day of September, 2000.
Bahram Ossivand, Secretary
Subscribe and Sworn on September ___, 2000 Before me:
________________, Notary Public
My Commission Expires:
