EXHIBIT 3.2(I)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ACCESS ONE COMMUNICATIONS CORP.
(FORMERLY KNOWN AS CLEC HOLDING CORP.)
Pursuant to the provisions of Section 14A:9-5 of the New Jersey
Business Corporation Act the undersigned corporation hereby executes the
following Amended and Restated Certificate of Incorporation:
FIRST: Name. The name of the corporation is Access One Communications
Corp. (the "Corporation").
SECOND: Purpose. The purpose for which the Corporation is organized is
to do any lawful act or thing for which corporations may be organized pursuant
to the provisions of Title 14A, Corporations, General, of the New Jersey
Statutes.
THIRD: Capital Stock. The total number of shares of capital stock which
the Corporation shall have the authority to issue is 57,500,000 of which
50,000,000 shares shall be Common Stock having a par value of .001 per share,
and 7,500,000 shares shall be Preferred Stock having a par value of .001 per
share.
FOURTH: Preferred Stock. The rights, preferences, privileges, and
restrictions relating to Preferred Stock are set forth below:
The Preferred Stock may be issued from time to time in one or more
series of any number of shares, provided that the aggregate number of shares
issued and not cancelled of any and all such series shall not exceed the total
number of Preferred Stock hereinabove authorized, and with distinctive serial
designations, all as shall hereafter be stated and expressed in the resolution
or resolutions providing for the issue of such Preferred Stock from time to time
adopted by the Board of Directors pursuant to authority so to do which is hereby
vested in the Board of Directors. Each series of Preferred Stock (1) may have
such voting powers, full or limited, or may be without voting powers; (2) may be
subject to redemption at such time or
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times and at such prices; (3) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock; (4) may have such
rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; (5) may be made convertible into or exchangeable for, shares of any
other class or classes or of any other series of the same or any other class or
classes of shares of the Corporation at such price or prices or at such rates of
exchange and with such adjustments; (6) may be entitled to the benefit of a
sinking fund to be applied to the purchase or redemption of shares of such
series in such amount or amounts; (7) may be entitled to the benefit of
conditions and restrictions upon the creation of indebtedness of the Corporation
or any subsidiary, upon the issue of any additional shares (including additional
shares of such series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by the
Corporation or any subsidiary of, any outstanding shares of the Cooperation and
(8) may have such other relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof; all as shall be
stated in said resolution or resolutions providing for the issue of such
Preferred Stock. Preferred Stock of any series which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of any other
class or classes shall have the status of authorized and unissued Preferred
Stock of the same series and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of Preferred Stock.
FIFTH: Registered Agent. The address of the registered office
of the Corporation in the state of New Jersey is 830 Bear Tavern Road, Suite
305, Trenton, New Jersey 08628. The name of its registered agent at such address
is Corporation Service Company.
SIXTH: Directors. The number of directors constituting the board of
directors shall be four and the names and addresses are as follows:
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NAME ADDRESS
Kenneth G. Baritz 3427 Northwest 55th St.
Ft. Lauderdale, Fl. 33309
Kevin Griffo 3427 Northwest 55th St.
Ft. Lauderdale, Fl. 33309
Paul H. Riss 3427 Northwest 55th St.
Ft. Lauderdale, Fl. 33309
Wesly Minella 3427 Northwest 55th St.
Ft. Lauderdale, Fl. 33309
SEVENTH: Personal Liability. No director or officer of the Corporation
shall be personally liable to the Corporation or its shareholders for damages
for breach of any duty owed to the Corporation or its shareholders, provided
that this provision shall not relieve a director or officer from liability for
any breach of duty based upon an act or omission (a) in breach of such person's
duty of loyalty to the Corporation or its shareholders; (b) not in good faith or
involving a knowing violation of law; or (c) resulting in receipt by such person
of an improper personal benefit. If the New Jersey Business Corporation Act is
amended hereafter to authorize corporate action further eliminating or limiting
the personal liability of directors or officers, then the liability of a
director or officer shall be eliminated or limited to the fullest extent
permitted by the New Jersey Business Corporation Act, as so amended.
EIGHTH: Indemnification. The Corporation shall indemnify to the full
extent permitted by the laws of the State of New Jersey as from time to time in
effect, each person who is or was a director or officer of the Corporation in
the event that he is or was a party or is threatened to be made a party to, or
otherwise requires representation by counsel in connection with, any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding, by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, or by reason of any action alleged to
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have been taken or omitted in such capacity. The right to indemnification
conferred by this Article shall also include the right of such persons to be
paid in advance by the Corporation for their expenses to the full extent
permitted by laws of the State of New Jersey as from time to time in effect. The
right to indemnification conferred on the directors and officers of the
Corporation by this Article shall be a contract right in favor of such directors
and officers, and shall extend to all actions and omissions taken by the
directors and officers of the Corporation after the effective date of this
Article.
The Corporation may, by action of its Board of Directors, indemnify
each person who is or was an employee or agent of the Corporation in the event
that he is or was a party or is threatened to be made a party to, or otherwise
requires representation by counsel in connection with, any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation which could
lead to such action, suit or proceeding, by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity.
The rights and authority conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Amended and Restated Certificate of
Incorporation or the By-Laws of the corporation, agreement, vote of stockholders
or disinterested directors or otherwise.
Neither the amendment or repeal of this Article, nor the adoption of
any provision of the Amended and Restated Certificate of Incorporation or
By-Laws or of any statute inconsistent with this Article, shall eliminate or
reduce the effect of this Article in respect of any acts or omissions occurring
prior to such amendment, repeal or adoption of an inconsistent provision.
The right of indemnification provided for in this Article shall
continue as to persons who have ceased to have the status pursuant to which they
were entitled or were denominated as entitled to indemnification hereunder and
shall inure to the benefit of the heirs and legal representatives of persons
entitled to indemnification hereunder.
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IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation was executed on behalf of the Corporation this 28th day of April,
1998.
CLEC HOLDING CORP.
By: /s/ Kenneth Baritz
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Name: Kenneth Baritz
Title: CEO
