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EXHIBIT 3(I)
CERTIFICATE OF AMENDMENT
OF
THE THIRD RESTATED CERTIFICATE OF INCORPORATION
OF
POWERTEL, INC.
****
Powertel, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:
FIRST: That in accordance with the requirements of Section 242 of
the General Corporation Law of the State of Delaware (the "General Corporation
Law"), the Board of Directors of the Corporation, in a unanimous written consent
pursuant to Section 141(f) of the General Corporation Law, duly adopted
resolutions: (i) proposing and declaring advisable an increase in the
Corporation's authorized capital stock; (ii) proposing and declaring advisable
the amendment of the Third Restated Certificate of Incorporation of the
Corporation to reflect such change; and (iii) recommending that such amendment
be submitted to the stockholders of the Corporation for consideration, action
and approval.
SECOND: That Section 5.1 of the Third Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
"5.1 Authorized Shares
The aggregate number of shares of stock which the Corporation
shall have the authority to issue is 401,000,000. 1,000,000 of such
shares shall be Preferred Stock, having a par value of $.01 per share
("Preferred Stock"). 400,000,000 of such shares shall be Common Stock,
all of one class, having a par value of $.01 per share ("Common
Stock")."
THIRD: That, pursuant to Section 242 of the General Corporation Law,
the aforesaid amendment to the Third Restated Certificate of Incorporation was
duly adopted by the stockholders of the Corporation at the annual meeting of
stockholders held on May 25, 2000.
FOURTH: That this Certificate of Amendment of the Third Restated
Certificate of Incorporation shall become effective upon filing with the
Delaware Secretary of State pursuant to Section 103(d) of the General
Corporation Law.
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IN WITNESS WHEREOF, Powertel, Inc. has caused this Certificate of
Amendment of the Third Restated Certificate of Incorporation to be signed by
Allen E. Smith, its President and Chief Executive Officer, and attested by
Lorena G. Turner, its Assistant Secretary, on June 15, 2000.
POWERTEL, INC.
By: /s/ Allen E. Smith
-------------------------------------
Allen E. Smith
President and Chief Executive Officer
Attest:
/s/ Lorena G. Turner
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Lorena G. Turner
Assistant Secretary
