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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CENTENNIAL COMMUNICATIONS CORP.
(Pursuant to Sections 242 & 245)
The present name of the corporation (hereinafter the
"Corporation") is Centennial Communications Corp. The Corporation was originally
incorporated under the name Century Cellular Corp. before changing its name to
Centennial Cellular Corp. and then to Centennial Communications Corp. The date
of filing of the original certificate of incorporation of the Corporation with
the Secretary of State of the State of Delaware is February 26, 1988.
The provisions of the certificate of incorporation of the
Corporation as heretofore restated, amended and/or supplemented, are hereby
restated and integrated into the single instrument which is hereinafter set
forth, and which is entitled Amended and Restated Certificate of Incorporation
of Centennial Communications Corp., without further amendment and without any
discrepancy between the provisions of the certificate of incorporation as
heretofore amended and supplemented and the provisions of the said single
instrument hereinafter set forth.
The Board of Directors of the corporation has duly adopted
this Restated Certificate of Incorporation pursuant to the provisions of Section
245 of the General Corporation Law of Delaware.
FIRST: The name of the Corporation is:
Centennial Communications Corp.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is Corporation Service Company.
THIRD: The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
FOURTH: (a) The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 150,000,000,
consisting of (1) 10,000,000
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shares of Preferred Stock, par value $.01 per share ("Preferred Stock"), and (2)
140,000,000 shares of Common Stock, par value $.01 per share ("Common Stock").
(b) The Board of Directors of the Corporation is hereby
expressly authorized, by resolution or resolutions, to provide, out of the
unissued shares of Preferred Stock, for series of Preferred Stock. Before any
share of any such series is issued, the Board of Directors shall fix, and hereby
is expressly empowered to fix, by resolution or resolutions, the following
provisions of the shares thereof:
(i) the designation of such series, the number of
shares to constitute such series and the stated
value thereof if different from the par value
thereof;
(ii) whether the shares of such series shall have
voting rights, in addition to any voting rights
provided by law and, if so, the terms of such
voting rights, which may be general or limited;
(iii) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative
and, if so, from what dates, the conditions and
dates upon which such dividends shall be
payable, the preference or relation which such
dividends shall bear to the dividends payable
on any shares of stock of any other class or
any other series of this class;
(iv) whether the shares of such series shall be
subject to redemption at the election of the
Corporation or the holders of such series and,
if so, the times, prices and other conditions
of such redemption;
(v) the amount or amounts payable upon shares of
such series upon, and the rights of the holders
of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon
any distribution of the assets, of the
Corporation;
(vi) whether the shares of such series shall be
subject to the operation of a retirement or
sinking fund and, if so, the extent to and
manner in which any such retirement or sinking
fund shall be applied to the purchase or
redemption of the shares of such series for
retirement or other corporate purposes and the
terms and provisions relative to the operation
thereof;
(vii) whether the shares of such series shall be
convertible into, or exchangeable for, shares
of stock of any other class or any other series
of this class or any other securities and, if
so, the price or prices or the rate or rates of
conversion or exchange and the method, if any,
of adjusting the same, and any other terms and
conditions for conversion or exchange;
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(viii) the limitations and restrictions, if any, to be
effective while any shares of such series are
outstanding upon the payment of dividends or
the making of other distributions on, or upon
the purchase, redemption or other acquisition
by the Corporation of, the Common Stock or
shares of stock of any other class or any other
series of this class;
(ix) the conditions or restrictions, if any, upon
the creation of indebtedness of the Corporation
or upon the issue of any additional stock,
including additional shares of such series or
of any other series of this class or of any
other class; and
(x) any other powers, preferences and relative,
participating, optional and other special
rights of such series, and any qualifications,
limitations and restrictions thereof.
The powers, preferences and relative, participating, optional
and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series of Preferred Stock at any time outstanding.
All shares of any one series of Preferred Stock shall be identical in all
respects with all other shares of such series, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
By-laws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provisions contained in this
Certificate of Incorporation; and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.
SEVENTH: (1) The Corporation shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as the same by
be amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities and other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her 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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(2) No person shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that the foregoing shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper personal
benefit.
IN WITNESS WHEREOF, Centennial Communications Corp. has caused
this Certificate to be signed by Tony L. Wolk, its Vice President, General
Counsel, who hereby acknowledges under penalties of perjury that the facts
stated herein are true and that this Certificate is his act and deed, this 5th
day of July, 2000.
By: /s/ Tony L. Wolk
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Tony L. Wolk
Vice President, General Counsel
