RESTATED ARTICLES OF INCORPORATION
OF
PREPAID TELECOM CORPORATION
Prepaid Telecom Corporation, pursuant to Sections 78.390 and 78.403 of the
Nevada Revised Statutes, adopts this Restated Articles of Incorporation. The
following Amended and Restated Articles of Incorporation was adopted by
unanimous consent of the Board of Directors pursuant to Section 78.315 of the
Nevada Revised Statutes and by Consent of Majority Stockholders pursuant to
Section 78.320 of the Nevada Revised Statutes.
The following Restated Articles of Incorporation amends the original
Articles of Incorporation in its entirety, as follows:
ARTICLE I.
The name of the corporation shall be Prepaid Telecom Corporation (hereinafter
called the "Corporation").
ARTICLE II.
The total number of shares of stock that the Corporation shall have
authority to issue is 25,000,000, consisting of 24,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 1,000,000 shares of
preferred stock, par value $.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred 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 voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
ARTICLE III.
The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:
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To engage in any lawful activity for which Corporations may be incorporated
under the Nevada General Corporation Law.
ARTICLE IV.
No fully paid shares of any class of stock of the Corporation shall be
subject to any further call or assessment in any manner or for any cause. The
good faith determination of the Board of Directors of the Corporation shall be
final as to the value received in consideration of the issuance of fully paid
shares.
ARTICLE V.
The Corporation shall have perpetual existence.
ARTICLE VI.
The holders of a majority of the outstanding shares of stock which have
voting power shall constitute a quorum at a meeting of stockholders for the
transaction of any business unless the action to be taken at the meeting shall
require a greater proportion.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to fix the amount to be reserved
as working capital over and above its paid-in capital stock, and to authorize
and cause to be executed, mortgages and liens upon the real and personal
property of the Corporation.
ARTICLE VII.
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented.
ARTICLE VIII.
The Corporation shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same may be amended and supplemented, indemnify
any an all persons whom it shall have power to indemnify under said Law from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
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ARTICLE IX.
The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE X.
Shareholders of the Corporation shall not have cumulative voting rights nor
preemptive rights.
ARTICLE XI
Special meetings of the stockholders of the Corporation for any purpose or
purposes may only be called at any time by the Board of Directors or a committee
thereof, the Chairman of the Board, or the President.
Signed this 22nd day of August, 2000.
PREPAID TELECOM CORPORATION
By: //s// Patrick W. Stephenson
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Name: Patrick W. Stephenson
Title: President
By: //s/ Robert L. Wharton
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Name: Robert L. Wharton
Title: Secretary
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