<PAGE>

                                                                     Exhibit 3.1

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                TOWER TECH, INC.


TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

     The undersigned corporation, organized and existing under and by virtue of
the Oklahoma General Corporation Act (the "Act"), for the purpose of adopting a
Second Amended and Restated Certificate of Incorporation pursuant to the
provisions of Section 1080 of the Act, does hereby certify:

     1. The name of the Corporation is Tower Tech, Inc. (the "Corporation").

     2. The name under which the Corporation was originally incorporated is
Travel Concepts, Inc.

     3. Travel Concepts, Inc. filed its original Certificate of Incorporation
with the Oklahoma Secretary of State on February 27, 1984. Travel Concepts, Inc.
changed its name to Tower Tech, Inc. on October 7, 1985.

     4. On December 19, 2000, the Corporation filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Western District of Oklahoma (the "Court"). On
November 20, 2001, the Court entered an order confirming a Plan of
Reorganization (the "Plan") for the Corporation, which Plan, among other things,
authorizes the filing of this Second Amended and Restated Certificate of
Incorporation.

     5. Pursuant to the terms of the Plan, effective immediately upon the filing
of this Second Amended and Restated Certificate of Incorporation, each
outstanding share of previously existing Common Stock of the Corporation shall
be and hereby is cancelled.

     6. Pursuant to Sections 1080 and 1118 of the Act, this Second Amended and
Restated Certificate of Incorporation restates, integrates and further amends
the provisions of the Certificate of Incorporation of the Corporation.

     7. The text of the Certificate of Incorporation of Tower Tech, Inc., as
heretofore amended or supplemented, is hereby restated and further amended to
read in its entirety, as follows:

     FIRST: The name of the Corporation is Tower Tech, Inc. (hereinafter
referred to as the "Corporation").





<PAGE>

     SECOND: The address of its registered office in the State of Oklahoma is
11935 South Interstate 44 Service Road, Oklahoma City, Oklahoma County, Oklahoma
73173. The name of its registered agent at such address is Robert C. Brink.

     THIRD:  The nature of the businesses or purposes to be conducted or
promoted are:

     To conduct any lawful business, to exercise any lawful purpose and power,
and to engage in any lawful act or activity for which corporations may be
organized under the Act, and in general, to possess and exercise all the powers
and privileges granted by the Act or by any other law of Oklahoma or by this
Certificate together with any powers incidental thereto, so far as such powers
and privileges are necessary or convenient to the conduct, promotion or
attainment of the businesses or purposes of the Corporation.

     FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is Ten Million (10,000,000) shares,
consisting solely of Ten Million (10,000,000) shares of Common Stock, par value
$.01 per share. The aggregate capital for which this Corporation has authority
to issue is One Hundred Thousand Dollars ($100,000.00).

     The shares of Common Stock shall have no preemptive or preferential rights
of subscription concerning further issuance or authorization of the
Corporation's shares of Common Stock. Each share of Common Stock shall entitle
the holder thereof to one vote, in person or by proxy, on any matter upon which
holders of Common Stock are entitled to vote.

     Effective immediately upon the filing of this Second Amended and Restated
Certificate of Incorporation, each outstanding share of previously existing
Common Stock, par value $.001 per share, shall be and hereby is cancelled.

     At any time and from time to time when authorized by resolution of the
Board of Directors and without any action by its shareholders, the Corporation
may issue or sell any shares of its Common Stock, whether out of the unissued
shares thereof authorized by the Certificate of Incorporation as originally
filed, or by an amendment thereof, or out of shares of its Common Stock acquired
by it after the issue thereof. When similarly authorized, but without any action
by its shareholders, the Corporation may issue or grant rights, warrants or
options, in bearer or registered or such other form as the Plan may authorize or
as the Board of Directors may hereafter determine, for the purchase of shares of
Common Stock of the Corporation within such period of time, or without limit as
to time, to such aggregate number of shares, and at such price per share, as the
Plan may authorize or as the Board of Directors may hereafter determine;
provided, however, that the Corporation shall not issue any nonvoting "equity
securities," as that term is defined in Section 101(15) of the United States
Bankruptcy Code. Such rights, warrants or options may be issued or granted
separately or in connection with the issue of any bonds, debentures, notes,
obligations or other evidences of indebtedness or shares of Common Stock of the
Corporation and for such consideration and on such terms and conditions as the
Plan may authorize or as the Board of Directors, in its sole discretion, may
hereafter determine. In each case, the consideration to be

                                       2

<PAGE>

received by the Corporation for any such shares so issued or sold shall be as
fixed by the Plan or as fixed from time to time hereafter by the Board of
Directors.

     FIFTH: Except as may otherwise be provided in this Second Amended and
Restated Certificate of Incorporation or in the Bylaws of the Corporation, as
the same may be amended from time to time, the Board of Directors shall have all
powers and authority which may be granted to a board of directors of a
corporation under the Act, including but not limited to the following:

        (a)   To adopt, amend or repeal the Bylaws of the Corporation.

        (b)   To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

        (c)   To set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.

        (d)   To designate one or more committees.

        (e)   To sell, lease or exchange all or substantially all of the
property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such consideration,
which may consist in whole or in part of money or property including shares of
stock in, and/or other securities of, any other corporation or corporations, as
the Board of Directors shall deem expedient and for the best interest of the
Corporation, when and as authorized by the shareholders entitled to vote
thereon.

        (f)   To provide indemnification for directors, officers, employees,
and/or agents of the Corporation to the fullest extent permitted by law, subject
however, to the rules against limitation on liability of directors as set forth
in the Act.

        (g)   To determine from time to time whether and to what extent, and at
what times and places and under what conditions and regulations, the accounts
and books of the Corporation shall be opened to the inspection by the
shareholders, and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the Act or
authorized by the Board of Directors or by a resolution of the shareholders.

     SIXTH:   The Board of Directors of the Corporation shall consist of one or
more members. The number of directors shall be fixed by, or in the manner
provided in, the Bylaws. Any director may be designated as an advisory director
rather than a regular voting director at any annual or special meeting of the
shareholders.

     SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application in

                                        3

<PAGE>

a summary way of this Corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 1106 of Title 18 of the Oklahoma Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 1100 of Title 18 of the
Oklahoma Code, may order a meeting of the creditors or class of creditors,
and/or of the shareholders or class of shareholders of this Corporation, as the
case may be, to be summoned in such manner as the court directs. If a majority
in number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, and/or on all the shareholders or class of
shareholders, of this Corporation, as the case may be, and also on this
Corporation.

     EIGHTH: To the extent permitted by law, no contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if:

        (a)  the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;

        (b)  the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or

        (c)  the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the shareholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     NINTH:  The Corporation reserves the right to amend or repeal any provision
contained herein, add any additional provisions hereto, increase or decrease the
number of authorized shares of stock, or restate this Second Amended and
Restated Certificate of Incorporation in its entirety in the manner now or
hereafter prescribed by the Act.

                                       4

<PAGE>

     TENTH:    Except as otherwise required by law or as otherwise provided in
this Second Amended and Restated Certificate of Incorporation or in the Bylaws
of the Corporation, any matter properly submitted to a vote of the shareholders
at a meeting of shareholders duly convened at which there is a quorum present
shall be deemed approved upon an affirmative vote of a majority of the
outstanding shares of Common Stock present at the meeting, in person or by
proxy. Written ballots shall not be required for the vote on any matter unless
the Board of Directors otherwise directs.

     ELEVENTH: Any corporate action upon which a vote of shareholders is
required or permitted may be taken without a meeting or vote of shareholders
with the written consent of shareholders having not less than a majority of the
total number of votes entitled to be cast upon the action, or such larger
percentage required by statute, if a meeting were held. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to all shareholders who did not consent thereto in
writing. Any such notice shall have been given promptly if such notice is
delivered or mailed to such shareholders within ten (10) days of the taking of
such action.

     TWELFTH:  In addition to any other indemnification granted to directors of
the Corporation contained in this Second Amended and Restated Certificate of
Incorporation, the Bylaws of the Corporation, or adopted by resolution of the
shareholders or directors of the Corporation, no director of the Corporation
shall be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided however, that this
indemnification shall not eliminate or limit the liability of a director for any
breach of the director's duty of loyalty to the Corporation or its shareholders,
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or payment of any unlawful dividend or for any
unlawful stock purchase or redemption, or for any transaction from which the
director derived an improper personal benefit.

     IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by its President and attested
by its Secretary this 31st day of January, 2002.

                                   TOWER TECH, INC., an Oklahoma corporation


                                   By: /s/Robert C. Brink
                                       ------------------
                                       Robert C. Brink, Chief Executive Officer
Attest:

/s/Charles D. Whitsitt
----------------------
Charles D. Whitsitt, Secretary

                                        5