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EXHIBIT 3.1
AMENDED AND RESTATEDARTICLES OF INCORPORATION
OF
PHONETEL TECHNOLOGIES, INC.
ARTICLE I.
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NAME
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The name of said Corporation shall be PhoneTel Technologies, Inc.
ARTICLE II.
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PRINCIPAL PLACE OF BUSINESS
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The place in the State of Ohio where the principal office of the
Corporation is to be located is North Point Tower, 1001 Lakeside Avenue, Seventh
Floor, Cleveland 44114, Cuyahoga County.
ARTICLE III.
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PURPOSES
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This Corporation is formed to engage in any lawful act or activity for
which corporations may be formed under Ohio Revised Code Sections 1701.01 to
1701.98, inclusive.
ARTICLE IV.
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CAPITAL STOCK
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A. The maximum number of shares which the Corporation is authorized to have
outstanding is Forty-Five Million (45,000,000) which shall be common stock, $.01
par value (hereinafter referred to as "Common Stock");
B. Each share of Common Stock shall be equal to every other share of Common
Stock. The holders of shares of Common Stock shall be entitled to one vote for
each share of such stock upon all matters presented to the shareholders.
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C. Except as otherwise provided herein, the Corporation, by action of the
Board of Directors, shall have the power to create and issue, with or without
any connection to the issue and sale of any shares of stock or other securities,
rights, warrants, or options entitling the holders thereof to purchase from the
Corporation any shares of its capital stock of any class or classes, upon such
terms and conditions and at such times and prices as the Board of Directors may
provide and which shall be incorporated in an instrument or instruments
evidencing such rights. In the absence of fraud, the judgment of the directors
as to the consideration for the issuance of such rights, warrants or options and
the sufficiency thereof shall be conclusive.
D. In accordance with 11 U.S.C. Sec. 1123 (a)(6), the issuance of
non-voting equity securities by the Corporation is prohibited
ARTICLE V.
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MINIMUM CAPITAL
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The minimum amount of capital with which the Corporation shall begin
business is One Thousand Dollars ($1,000.00).
ARTICLE VI.
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BOARD OF DIRECTORS
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The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation and for the purpose of
creating, defining, limiting and regulating the powers of the Corporation and
its directors and shareholders:
(1) The number of directors of the Corporation shall be fixed and may
be altered from time to time in the manner provided in the Code of
Regulations, and vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number of
directors may be filled, and directors may be removed, as provided in the
Code of Regulations.
(2) The election of directors may be conducted in any manner approved
by the shareholders at the time when the election is held and need not be
by written ballot.
(3) All corporate powers and authority of the Corporation (except as
at the time otherwise provided by law, by these Articles of Incorporation
or by the Code of Regulations) shall be vested in and exercised by the
Board of Directors.
ARTICLE VII.
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INDEMNIFICATION
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The Corporation shall indemnify each director and officer, each former
director and officer, and each person who is serving or has served at its
request as a director, trustee or officer of another enterprise (and the heirs
and personal representatives of each such director, trustee and officer) and may
indemnify any employee or agent, any former employee or agent, and any person
who is serving or has served at its request as an employee or agent of any other
enterprise (and the heirs and personal representatives of each such employee and
agent) to the fullest extent from time to time permitted by the laws of the
State of Ohio in the event any of such persons shall be made, or be threatened
to be made, a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative.
ARTICLE VIII.
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ELIMINATION OF PREEMPTIVE RIGHTS
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No shareholder shall have any preemptive or preferential rights, as such
rights are defined by law, to subscribe for, purchase or acquire shares of any
class, whether now or hereafter authorized.
ARTICLE IX.
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CONTROL SHARE ACQUISITION
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Section 1701.831 of the Ohio Revised Code captioned "Control share
acquisition; prior shareholder authorization required", shall not apply to
control share acquisitions of the Corporation's shares.
ARTICLE X.
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SPECIAL VOTING REQUIREMENTS
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Notwithstanding any provision of the General Corporation Law of Ohio, now
or hereafter in force, requiring for any purpose the vote or consent of the
holders of shares entitling them to exercise in excess of a majority of the
voting power of the Corporation or of any class or classes of shares thereof,
such action, unless otherwise expressly required by statute, may be taken by the
vote or consent of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation or of such class or shares thereof.
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ARTICLE XI.
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Purchase of Corporation's Shares
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The Corporation, by action of its Board of Directors, may purchase
outstanding shares of any class of Capital Stock of the Corporation to the
extent not prohibited by law.
ARTICLE XII.
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AMENDMENTS
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The Corporation reserves the right to amend or repeal any provision
contained in these Amended and Restated Articles of Incorporation in the manner
now or hereafter prescribed by the laws of the State of Ohio, and all rights
herein conferred upon shareholders or directors are granted subject to this
reservation.
ARTICLE XIII.
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REPLACEMENT OF PRIOR ARTICLES
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These Amended and Restated Articles of Incorporation shall replace and
supersede any and all preceding articles of incorporation and amendments
thereto.
