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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERCONTINENTAL TELECOMMUNICATIONS CORP.
(ORIGINAL ARTICLES OF INCORPORATION
FILED WITH THE SECRETARY OF STATE OF
THE STATE OF FLORIDA ON OCTOBER 7, 1998
AND MADE EFFECTIVE OCTOBER 3, 1998)
Pursuant to the provisions of Section 607.1007 of the Florida Business
Corporation Act, the undersigned Florida profit corporation amends and restates
its Articles of Incorporation which was approved by the written consent of the
Board of Directors and Shareholders on May 22nd, 2000 and the number of votes
obtained was sufficient for approval:
ARTICLE I
NAME
The name of this Corporation is Intercontinental Telecommunications
Corp. (hereinafter called the "Corporation"). The address of the principal
office and the mailing address of the Corporation is 2190 N.W. 89th Place,
Miami, Florida 33172.
ARTICLE II
NATURE OF BUSINESS
This Corporation is being formed for the following purposes:
A. To engage in any and all lawful business or activity permitted under
the laws of the United States and the State of Florida.
B. To generally have and exercise all powers, rights and privileges
necessary and incident to carrying out properly the objects herein mentioned.
C. To do anything and everything necessary, suitable, convenient or
proper for the accomplishment of any of the purposes or the attainment of any or
all of the objects hereinbefore enumerated or incidental to the purposes and
powers of this Corporation or which at any time appear conductive thereto or
expedient.
ARTICLE III
CAPITAL STOCK
The aggregate number of shares of all classes of capital stock which
this Corporation shall have authority to issue is 120,000,000 shares, consisting
of (i) 100,000,000 shares of common stock, par value $0.0001 per share (the
"Common Stock"), and (ii) 20,000,000 shares of preferred stock, par value
$0.0001 per share (the "Preferred Stock"). The designations and the preferences,
limitations and relative rights of the Preferred Stock and the Common Stock of
the Corporation are as follows:
A. PROVISIONS RELATING TO THE PREFERRED STOCK
1. The Preferred Stock may be issued from time to time in one or
more classes or series, the shares of each class or series to have such
designations and powers, preferences and rights, and qualifications, limitations
and restrictions thereof as are stated and expressed herein and in the
resolution or resolutions providing for the issuance of such class or series
adopted by the Board of Directors of the Corporation (the "Board") as
hereinafter prescribed.
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2. Authority is hereby expressly granted to and vested in the
Board to authorize the issuance of the Preferred Stock from time to time in one
or more classes or series, to determine and take necessary proceedings fully to
effect the issuance and redemption of any such Preferred Stock, and, with
respect to each class or series of the Preferred Stock, to fix and state by the
resolution or resolutions from time to time adopted providing for the issuance
thereof the following:
(a) whether or not the class or series is to have voting
rights, full or limited, or is to be without voting rights;
(b) the number of shares to constitute the class or series and
the designations thereof;
(c) the preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or series;
(d) whether or not the shares of any class or series shall be
redeemable, and, if redeemable, the redemption price or prices, the time or
times at which and the terms and conditions upon which such shares shall be
redeemable and the manner of redemption;
(e) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and if such retirement or
sinking fund or funds are established, the annual amount thereof and the terms
and provisions relative to the operation thereof;
(f) the dividend rate, whether dividends are payable in cash,
stock of the Corporation or other property, the conditions upon which and the
times when such dividends are payable, the preference to or the relation to the
payment of the dividends payable on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and,
if cumulative, the date or dates from which such dividends shall accumulate;
(g) the preferences, if any, and the amounts thereof which the
holders of any class or series thereof shall be entitled to receive upon the
voluntary or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;
(h) whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of stock of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated and expressed or provided for in such resolution or
resolutions; and
(i) such other special rights and protective provisions with
respect to any class or series as the Board may deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other series thereof in any or all of the foregoing respects.
The Board may increase the number of shares of the Preferred Stock designated
for any existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The Board may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the
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shares so subtracted shall become authorized, unissued and undesignated shares
of the Preferred Stock.
B. PROVISIONS RELATING TO THE COMMON STOCK. The Common Stock shall be
subject to the express terms of the Preferred Stock and any class or series
thereof.
1. Except as otherwise required by law or as may be provided by the
resolutions of the Board authorizing the issuance of any class or series of
Preferred Stock, as hereinabove provided, all rights to vote and all voting
power shall be vested exclusively in the holders of the Common Stock.
2. Subject to the rights of the holders of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive when, as and if
declared by the Board, out of funds legally available therefor, dividends
payable in cash, stock or otherwise.
3. Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled (if any) or a sum sufficient for such payment in full shall have been
set aside, the remaining net assets of the Corporation, if any, shall be divided
among and paid ratably to the holders of the Common Stock in accordance with
their respective rights and interests, to the exclusion of the holders of the
Preferred Stock.
C. GENERAL PROVISIONS
1. Except as may be provided by the resolutions of the Board
authorizing the issuance of any class or series of Preferred Stock, as
hereinabove provided, cumulative voting by any shareholder is hereby expressly
denied.
2. No shareholder of the Corporation shall have, by reason of its
holding shares of any class or series of stock of the Corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of the Corporation now or hereafter to be authorized, and
any other equity securities, or any notes, debentures, warrants, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities would
adversely affect the dividend, voting or other rights of such shareholder.
ARTICLE IV
TERM OF EXISTENCE
This Corporation shall have perpetual existence unless sooner dissolved
in accordance with the laws of the State of Florida.
ARTICLE V
REGISTERED OFFICE AND AGENT
The street address of the registered office of the Corporation is 2190 N.W. 89th
Place, Miami, Florida 33172, and the name of the registered agent of this
Corporation at that address is Aili Almeida.
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ARTICLE VI
DIRECTORS
A. NUMBER OF DIRECTORS
The Corporation's Board shall consist of not less than three (3) nor more
than nine (9) directors.
B. DIRECTOR VACANCIES; REMOVAL
Whenever any vacancy on the Corporation's Board shall occur due to
death, resignation, retirement, disqualification, removal, increase in the
number of directors, or otherwise, such vacancy may be filled only (i) by the
shareholders of the Corporation, upon the terms and subject to the conditions of
the Stockholders Agreement so long as the Stockholders Agreement shall remain in
effect or (ii) upon termination of the Stockholders Agreement, by a majority of
directors in office, although less than a quorum of the entire Board.
ARTICLE VII
SHAREHOLDER MEETINGS
Except as otherwise required by law, special meetings of shareholders
of the Corporation may be called by the Chairman of the Board, the Chief
Executive Officer of the Corporation, the Board pursuant to a resolution
approved by a majority of the entire Board, or by the holders of at least fifty
(50%) of the Common Stock or the Series A Preferred Stock, voting separately as
a class. Shareholders entitled to vote at a special meeting shall be given no
less than then (10) and no more than sixty (60) days notice of the time and
place of the meeting. Only business within the purpose or purposes described in
the special meeting notice required by Section 607.0705 of the Florida Business
Corporation Act may be conducted at a special shareholders' meeting.
ARTICLE VIII
INDEMNIFICATION
This Corporation shall indemnify any and all of its directors,
officers, employees or agents or former directors, officers, employees or agents
or any person or persons who may have served at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise in which it owns shares of capital stock or of which
it is a creditor, to the full extent permitted by law in existence now or
hereafter. Said indemnification shall include, but not be limited to, the
expenses, including the cost of any judgments, fines, settlements and counsel's
fees, actually and necessarily paid or incurred in connection with any action,
suit or proceedings, whether civil, criminal, administrative or investigative,
and any appeals thereof, to which any such person or his legal representative
may be made a party or may be threatened to be made a party, by reason of his
being or having been a director, officer, employee or agent as herein provided.
The foregoing right of indemnification shall not be exclusive of any other
rights to which any director, officer, employee or agent may be entitled as a
matter of law or which he may be lawfully granted.
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IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation on this 22nd day of May, 2000.
INTERCONTINENTAL TELECOMMUNICATIONS CORP.
By: /s/ William C. St. Laurent
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Name: William C. St. Laurent
Title: President and Secretary
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CERTIFICATE DESIGNATING THE ADDRESS AND AN AGENT UPON
WHOM PROCESS MAY BE SERVED
W I T N E S S E T H
That INTERCONTINENTAL TELECOMMUNICATIONS CORP. desiring to Amend and Restate
their Articles of Incorporation under the laws of the State of Florida, has
named Aili Almeida as its agent to accept service of process within this state.
ACKNOWLEDGEMENT:
Having been named to accept service of process for the above-stated corporation,
at the place designated in this certificate, I hereby agree to act in this
capacity, and I further agree to comply with the provisions of all statutes
relative to the proper and complete performance of my duties, and I accept the
duties and obligations of Section 607-0505, Florida Statutes.
Dated this _____ day of May, 2000.
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Aili Almeida
