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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
UBIQUITEL OPERATING COMPANY
FIRST. The name of the corporation is UbiquiTel Operating Company
(hereinafter the "Corporation").
SECOND. The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, City of Wilmington, County of New
Castle. The registered agent at that address is Corporation Service Company.
THIRD. The nature of the business and the purposes to be conducted
and promoted by the Corporation, shall be to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful activity for which
corporations may be organized under the General Corporation Law of the State
of Delaware; and to have and exercise all of the powers conferred by the laws
of the State of Delaware upon corporations incorporated or organized under the
General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of stock which the Corporation is
authorized to issue is ten thousand (10,000) shares of Common Stock, par value
of $.01 each.
FIFTH. To the fullest extent permitted by the General Corporation Law
of Delaware, Section 102(b)(7), a director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director.
SIXTH. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend and repeal the bylaws.
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SEVENTH. The Corporation shall have one (1) initial director who
shall serve until the first annual meeting of stockholders or until his
successors are elected and qualify. The name and address of the initial
director is Donald A. Harris, One Bala Plaza, Suite 402, Bala Cynwyd,
Pennsylvania 19004.
EIGHTH. The incorporator is Marybeth R. Neradka, whose mailing
address is 1750 Tysons Blvd, 12th Floor, McLean, Virginia 22102. The powers of
the incorporator shall terminate upon filing this certificate of incorporation.
I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file
and record this Certificate of Incorporation, do certify that the facts herein
stated are true, and, accordingly, have hereto set my hand this 24th day of
February, 2000.
/s/ Marybeth R. Meradka
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Marybeth R. Neradka
Incorporator
