EXHIBIT 3.1 ARTICLES OF
RESTATEMENT OF BREDA TELEPHONE
CORP. TO THE SECRETARY OF STATE
OF THE STATE OF IOWA: Pursuant
to section 490.1007 of the Iowa Business Corporation Act, Breda Telephone
Corp., an Iowa corporation, adopts restated articles of incorporation as
follows: ARTICLE I The
name of the Corporation is Breda Telephone Corp. ARTICLE II The
Corporation shall have perpetual duration. ARTICLE III The
purpose of the Corporation is to engage in any lawful business. ARTICLE IV Section
1.  The aggregate number of shares
of stock which the Corporation is authorized to issue is 10,000,000 shares,
comprised of the following two classes:
(i) 5,000,000 shares of Class A Common Stock, no par value; and (ii)
5,000,000 shares of Class B Common Stock, no par value.  The Class A Common Stock shall be comprised
of the following three series:  (i)  4,968,984 shares of Series 1 Class A Common
Stock; (ii) 30,959 shares of Series 2 Class A Common Stock; and (iii) 57 shares
of Series 3 Class A Common Stock.  All
references to the Class A Common Stock in these Articles of Restatement include
any and all of the series of the Class A Common Stock. Section
2.  Upon the filing of these
Articles of Restatement with and by the Iowa Secretary of State (the Effective
Time), each issued and outstanding share of common stock of the Corporation,
no par value, other than the February 1995 Shares (as that term is defined
below), shall automatically, and without notice by or to or any further action
by the Corporation or any shareholder, be reclassified as and converted into one
share of the Series 2 Class A Common Stock.
From and after the Effective Time, each outstanding certificate
representing shares of the common stock of the Corporation, no par value, other
than the February 1995 Shares, shall therefore be deemed for all purposes to
evidence the ownership of the same number of shares of the Series 2 Class A
Common Stock.  Upon the surrender by a
shareholder of any E-1   such outstanding certificate, duly endorsed, the
shareholder shall receive a new certificate for the aggregate number of shares
of the Series 2 Class A Common Stock held by such shareholder and evidenced by
the surrendered certificate as a result of the operation of this paragraph.

Upon
the Effective Time, each issued and outstanding February 1995 Share shall automatically,
and without notice by or to or any further action by the Corporation or any
shareholder, be reclassified as and converted into one share of the Series 3
Class A Common Stock.  From and after
the Effective Time, each outstanding certificate representing shares of the
February 1995 Shares shall therefore be deemed for all purposes to evidence the
ownership of the same number of shares of the Series 3 Class A Common
Stock.  Upon the surrender by a shareholder
of any such outstanding certificate, duly endorsed, the shareholder shall
receive a new certificate for the aggregate number of shares of the Series 3
Class A Common Stock held by such shareholder and evidenced by the surrendered
certificate as a result of the operation of this paragraph.  The term February 1995 Shares means,
collectively, the shares of the common stock of the Corporation, no par value,
which were issued and outstanding immediately prior to the Effective Time and
with respect to which the holders of such shares had one vote for each such
share, with such shares having previously been shares of the former Class A
stock of the Corporation that were issued and outstanding on February 28, 1995.

A
shareholder holding a share or shares of either the Series 2 Class A Common
Stock or the Series 3 Class A Common Stock may also hold a share or shares of
the Series 1 Class A Common Stock pursuant to the operation of Section 6 of
this Article IV or if such share or shares of the Series 1 Class A Common Stock
are issued to such shareholder by the Corporation, and provided that such
shareholder is an Eligible Subscriber (as that term is defined in Section 7 of
this Article IV).

Section
3.  The Corporation shall not issue
any shares of the Series 2 Class A Common Stock or the Series 3 Class A Common
Stock other than pursuant to and as provided in Section 2 of this Article IV.

Section
4.  The Class A Common Stock and the
Class B Common Stock together are entitled to receive the net assets of the
Corporation upon dissolution.

Section
5.  The Series 1 Class A Common
Stock, the Series 2 Class A Common Stock and the Series 3 Class A Common Stock
together have unlimited voting rights, in accordance with the following:

(a)          Each
  shareholder holding a share or shares of the Series 1 Class A Common Stock
  shall be entitled to one vote on all matters presented to the shareholders,
  regardless of the number of shares of the Series 1 Class A Common Stock owned
  by such shareholder.(b)          Each
  shareholder holding a share or shares of the Series 2 Class A Common Stock
  shall be entitled to one vote on all matters presented to the shareholders,
  regardless of the number of shares of the Series 2 Class A Common Stock owned
  by such shareholder.E-2

(c)          Each
  shareholder holding a share or shares of the Series 3 Class A Common Stock
  shall be entitled to one vote for each share of the Series 3 Class A Common
  Stock owned by such shareholder on all matters presented to the shareholders.The
shareholders owning any share or shares of the Class B Common Stock shall have
no right to vote, except only to the extent prohibited by the Iowa Business
Corporation Act, and in the latter event, each shareholder holding a share or
shares of the Class B Common Stock shall be entitled to one vote on the matter
or matters which are required to be presented to the shareholders owning shares
of the Class B Common Stock, regardless of the number of shares of the Class B
Common Stock owned by such shareholder.

Absent
special circumstances, the shares of the Corporation are not entitled to vote
if they are owned, directly or indirectly, by a second corporation, domestic or
foreign, and the Corporation owns, directly or indirectly, a majority of the
shares entitled to vote for directors of the second corporation.  The foregoing does not limit the power of
the Corporation to vote any shares, including its own shares, held by the
Corporation in a fiduciary capacity.

Section
6.  Each issued and outstanding
share of the Series 2 Class A Common Stock and the Series 3 Class A Common Stock
shall continue to be a share of the Series 2 Class A Common Stock or the Series
3 Class A Common Stock, as the case may be, until the closing or other
effective time of the Assignment (as that term is defined in Section 2 of
Article V of these Articles of Restatement) of the share, at which time the
share shall automatically, without any notice by or to or any further action by
the Corporation or any shareholder, be converted into and exchanged for (i) one
share of the Series 1 Class A Common Stock, if the Assignment is made to an
Eligible Subscriber (as that term is defined in Section 7 of this Article IV);
or (ii) one share of the Class B Common Stock, if the Assignment is made to an
individual or an entity who or which is not an Eligible Subscriber.  From and after the closing or other
effective time of an Assignment, each outstanding certificate representing
shares of the Series 2 Class A Common Stock or the Series 3 Class A Common
Stock, as the case may be, which were the subject of the Assignment shall
therefore be deemed for all purposes to evidence the ownership of the same
number of shares of the Series 1 Class A Common Stock or the Class B Common
Stock, as the case may be.  Upon the
surrender by the assignor in the Assignment of any such outstanding
certificate, duly endorsed, the assignee in the Assignment shall receive a new
certificate for the aggregate number of shares of the Series 1 Class A Common
Stock or shares of the Class B Common Stock, as the case may be, held by such
assignee and evidenced by the surrendered certificate as a result of the
operation of this Section, and, if necessary, the assignor shall receive a new
certificate for the remaining aggregate number of shares of the Series 2 Class
A Common Stock or the Series 3 Class A Common Stock, as the case may be, still
held by such assignor.  This Section
does not limit or restrict in any way the Corporations rights under Article V
of these Articles of Restatement.

Section
7.  The Series 1 Class A Common
Stock shall only be owned and held by Eligible Subscribers (as that term is
defined below).  The term Eligible
Subscriber means (i) any individual who is 18 years of age or older whose
principal residence is located within the Breda, Iowa or the Lidderdale, Iowa
telephone exchange areas served by the Corporation and who

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subscribes to the Corporations land line telephone
service for a telephone line serving that principal residence (each, an Individual
Subscriber); (ii) any entity whose principal place of business is located
within the Breda, Iowa or the Lidderdale, Iowa telephone exchange areas served
by the Corporation and which subscribes to the Corporations land line
telephone service for a telephone line serving that place of business (each, an
Entity Subscriber), or (iii) one Related Person (as that term is defined
below) of an Individual Subscriber (for each respective Individual Subscriber,
the Related Subscriber).  There can
only be one Individual Subscriber for a residence, regardless of the number of
land lines or telephone numbers serving that residence.  The term Related Person means any of the
following individuals, so long as they are at least 18 years of age, are listed
on the account for the land line telephone service of the Individual
Subscriber, and the principal residence of the individual is with the
Individual Subscriber in question:  (i)
the spouse of the Individual Subscriber; (ii) a parent of the Individual
Subscriber; (iii) a grandparent of the Individual Subscriber; (iv) a brother or
sister of the Individual Subscriber; or (v) a child or grandchild (including by
adoption) of the Individual Subscriber.
In no event shall there be more than one Related Subscriber for the
principal residence of any Individual Subscriber at any given time, regardless
of the number of land lines or telephone numbers serving the residence.

Each
share of the Series 1 Class A Common Stock owned by a shareholder shall
automatically, without notice by or to or any further action by the Corporation
or any shareholder, be converted into and exchanged for one share of the Class
B Common Stock (i) effective at the time the shareholder ceases to be an
Eligible Subscriber, or (ii) effective at the closing or other effective time
of the Assignment of the share to a person or entity who or which is not an
Eligible Subscriber.  From and after
either of those times, each outstanding certificate representing such shares of
the Series 1 Class A Common Stock shall therefore be deemed for all purposes to
evidence the ownership of the same number of shares of the Class B Common
Stock.  Upon the surrender of any such
outstanding certificate, duly endorsed, by a shareholder in the circumstance
described in subclause (i) above, the shareholder shall receive a new
certificate for the aggregate number of shares of the Class B Common Stock held
by such shareholder and evidenced by the surrendered certificate as a result of
the operation of this paragraph.  Upon
the surrender of any such outstanding certificate, duly endorsed, by the
assignor in an Assignment described in subclause (ii) above, the assignee in
the Assignment shall receive a new certificate for the aggregate number of
shares of the Class B Common Stock held by such assignee and evidenced by the
surrendered certificate as a result of the operation of this paragraph, and, if
necessary, the assignor shall receive a new certificate for the remaining
aggregate number of shares of the Series 1 Class A Common Stock still held by
such assignor.  A share of the Series 1
Class A Common Stock which is the subject of an Assignment to a person or
entity who or which is an Eligible Subscriber shall continue to be a share of
the Series 1 Class A Common Stock in the hands of such Eligible
Subscriber.  This paragraph does not
limit or restrict in any way the Corporations rights under Article V of these
Articles of Restatement.

Section
8.  Class B Common Stock may be held
by any individual or entity who is not an Eligible Subscriber.

Each
share of the Class B Common Stock which is owned by a shareholder shall
automatically, without any notice by or to or any further action by the
Corporation or any

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shareholder, be converted into and exchanged for one
share of the Series 1 Class A Common Stock (i) effective upon such shareholder
becoming an Eligible Subscriber; or (ii) effective at the closing or other
effective time of the Assignment of the share to a person or entity who or
which is an Eligible Subscriber.  From
and after either of those times, each outstanding certificate representing such
shares of the Class B Common Stock shall therefore be deemed for all purposes
to evidence the ownership of the same number of shares of the Series 1 Class A
Common Stock.  Upon the surrender of any
such outstanding certificate, duly endorsed, by a shareholder in the circumstance
described in subclause (i) above, the shareholder shall receive a new
certificate for the aggregate number of shares of the Series 1 Class A Common
Stock held by such shareholder and evidenced by the surrendered certificate as
a result of the operation of this paragraph.
Upon the surrender of any such outstanding certificate, duly endorsed,
by the assignor in an Assignment described in subclause (ii) above, the
assignee in the Assignment shall receive a new certificate for the aggregate
number of shares of the Series 1 Class A Common Stock held by such assignee and
evidenced by the surrendered certificate as a result of the operation of this
paragraph, and, if necessary, the assignor shall receive a new certificate for
the remaining aggregate number of shares of the Class B Common Stock still held
by such assignor.  A share of the Class
B Common Stock which is the subject of an Assignment to a person or entity who
or which is not an Eligible Subscriber shall continue to be a share of the
Class B Common Stock in the hands of such person or entity.  This paragraph does not limit or restrict in
any way the Corporations rights under Article V of these Articles of
Restatement.

Section
9.  No shareholder may own more than
one percent of the total issued and outstanding shares of the Class A Common
Stock or the Class B Common Stock, and no individual shareholders residing in
the same residence (collectively, the Household Shareholders) may
collectively own more than two percent of the total issued and outstanding
shares of the Class A Common Stock and/or the Class B Common Stock (in whatever
combination), unless:  (i) the
shareholder or the Household Shareholders, as the case may be, already exceeded
such applicable percentage at the Effective Time; or (ii) the shareholder or
the Household Shareholders, as the case may be, go over such applicable
percentage as a result of the Corporation redeeming shares of the Class A
Common Stock and/or the Class B Common Stock.
In either of the latter cases, the shareholder or the Household
Shareholders, as the case may be, may not increase the number of shares owned
by the shareholder or by any of the Household Shareholders.  If a shareholder owns five percent or more
of the ownership interests of an entity which owns shares of the Class A Common
Stock or the Class B Common Stock, the shares of the Class A Common Stock or
the Class B Common Stock held by both that entity and by the shareholder will
be added together for purposes of determining compliance with this Section.  This Section does not authorize or permit
there to be more than one Related Subscriber for the principal residence of any
Individual Subscriber at any given time.

Section
10.  Each shareholder shall provide
the Corporation, upon the Corporations request from time to time, with all
such information and documentation as the Corporation requests in order for the
Corporation to determine whether the shareholder is an Eligible Subscriber or
to otherwise evidence and substantiate the shareholders compliance with this
Article IV or any other provisions of these Articles of Restatement.

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ARTICLE V

Section
1.  The Corporation shall have the
right and option to elect to purchase any or all of the shares of the Series 1
Class A Common Stock held by any shareholder at any time within ninety days
after  the date on which the Corporation
has written notice that such shareholder is no longer an Eligible
Subscriber.  The purchase price for the
shares shall be the fair value of such shares as determined by the board of
directors of the Corporation, in its sole discretion, including, without
limitation, by the board of directors establishing the purchase price as a
percentage of the book value of the Corporation.  The Corporation may exercise its right and option under this
Section by giving written notice to the shareholder in question at any time
within the ninety day period referred to above, and in such event the
Corporation shall pay the full purchase price for the shares being purchased by
the Corporation within ten days of the date of the Corporations written notice
to the shareholder.  This Section does
not limit or otherwise affect the conversion of the shares of the Series 1
Class A Common Stock of a shareholder into shares of the Class B Common Stock
as provided in Section 7 of Article IV of these Articles of Restatement.

Section
2.  The Corporation shall have the
first right and option to purchase any or all of the shares of the Class A
Common Stock (of whatever series) or the Class B Common Stock of any
shareholder which are the subject of any Assignment.  The term Assignment means any sale, transfer, assignment, gift,
bequest or other disposition or conveyance of the shares of the Class A Common
Stock or the Class B Common Stock in question, whether voluntarily or
involuntarily or by operation or any act or process of law or equity, or
otherwise, and whether or not for any value or consideration, and including,
without limitation, by reason of or in connection with the death of a
shareholder who is an individual, the dissolution or liquidation of a
shareholder which is an entity, the bankruptcy or insolvency of a shareholder,
or the exercise of any rights by any creditor of a shareholder.  The Corporation may exercise its right and
option under this Section by providing written notice to the shareholder in
question at any time within sixty days after the earlier of (i) the date on
which the Corporation gives the shareholder written notice of the occurrence of
the Assignment, or (ii) the date on which the Corporation receives written
notice of the occurrence of the Assignment, as the case may be, from the
shareholder.  A shareholder must provide
the Corporation with prompt written notice of any proposed Assignment or of the
occurrence of any Assignment, as the case may be.  The purchase price for the shares shall be the fair value of the
shares as determined by the board of directors of the Corporation, in its sole
discretion (including, without limitation, by the board of directors
establishing the purchase price as a percentage of the book value of the
Corporation), except that if the Assignment is a voluntary sale of the shares
in question by the shareholder for value (a Voluntary Sale), the purchase
price for the shares shall be the amount of the purchase price as payable by
the proposed transferee in the Voluntary Sale.
If the Corporation exercises its right and option under this Section,
the Corporation shall pay the purchase price for the shares being purchased by
the Corporation within ninety days of the date of the Corporations written
notice to the shareholder of the Corporations exercise of its right and option
under this Section.

Section
3.  Each shareholder shall provide
the Corporation, upon the Corporations request from time to time, with all
such information and documentation as the Corporation

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requests in connection with the Corporation
considering or exercising any of its rights and options under this Article V,
including, without limitation, a copy of the written agreement between the
shareholder and the proposed transferee in any Voluntary Sale.

Section
4.   A shareholder selling any
shares to the Corporation pursuant to this Article V must deliver the
certificate or certificates for the shares to the Corporation, duly endorsed
for transfer or accompanied by an executed stock power acceptable to the
Corporation, before or simultaneously with the Corporations payment for such
shares.

A
shareholder selling any shares to the Corporation pursuant to this Article V
shall be deemed to represent and warrant to the Corporation, as a material and
integral part of such sale, that the shares are being sold, assigned,
transferred and conveyed to the Corporation by the shareholder free and clear
of all liens, claims, demands, restrictions on transferability, reservations,
security interests, pledge agreements, buy-sell or shareholder agreements, tax
liens, charges, contracts of sale, voting agreements, voting trusts, options,
proxies and other encumbrances, claims, demands and restrictions whatsoever.

If
the Corporation does not purchase some of the shares of a shareholder which are
to be sold by the shareholder in a Voluntary Sale, the shareholder may only
sell those shares pursuant to and in strict accordance with the terms of the
Voluntary Sale as provided to the Corporation.

Section
5.  Any Assignment which is not made
in compliance with this Article V shall be null and void and of no force or
effect whatsoever.

Section
6.  The bylaws of the Corporation,
as amended and restated from time to time (the Bylaws) may also contain
provisions prohibiting, restricting, limiting, conditioning or otherwise
addressing the Assignment of shares of the Class A Common Stock and/or the
Class B Common Stock.

Section
7.  The Corporation may place a
legend on certificates evidencing the shares of the Class A Common Stock or the
Class B Common Stock regarding the provisions of these Articles of Restatement,
in form and content acceptable to the Corporation.  The Corporation may also make notations in the stock records of
the Corporation regarding these Articles of Restatement.

Section
8.  The election by the Corporation
to not purchase, or the failure by the Corporation to purchase, any shares of
any of the Class A Common Stock or the Class B Common Stock shall not discharge
those shares from any of the provisions and restrictions contained in these
Articles of Restatement, and all such shares shall be and remain subject to all
of the provisions of these Articles of Restatement notwithstanding any such
election or failure by the Corporation.

ARTICLE VI

Section
1.  The number of directors of the
Corporation shall be specified in or fixed in accordance with the Bylaws.

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Section
2.  The terms of the directors shall
be staggered by dividing the total number of directors into three groups, with
each group containing one-third of the total number of directors, as near as
may be.  The directors shall designate
the group in which each director shall serve, including in the event of any
increase or decrease in the number of the directors.  The terms of one group of the directors shall expire each
year.  The directors shall be elected at
each annual meeting of the shareholders of the Corporation, and each director
shall serve a three year term and until the directors successor shall have
been elected and qualified, or until the directors death or resignation or
removal in accordance with applicable law or the Bylaws.  No individual may serve more than three
consecutive terms, and if an individual has served for three consecutive terms
as a director, the individual must be off the board of directors for at least
one year before the individual can again be elected as a director.

Section
3.  Each director must be the owner
of one or more shares of the Class A Common Stock, and a director will
automatically cease to be a director, without notice from or other action by
the director, the Corporation or any shareholder, effective at the time the
director ceases to hold any shares of the Class A Common Stock.  Each director must also be at least 18 years
of age.  A director must also meet and
satisfy any qualifications for directors as may be set forth in the Bylaws.

ARTICLE VII

Except
as may be otherwise required by applicable law, any number of the votes entitled
to be cast on a matter by a voting group of the shareholders of the Corporation
constitutes a quorum of that voting group for action on that matter, including
with respect to the amendment of these Articles of Restatement.  Except as may be otherwise required by
applicable law, if any two or more series of the Class A Common Stock, or the
Class A Common Stock and the Class B Common Stock, are required by applicable
law to vote as separate voting groups on any matter, any number of the votes
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter, including with respect to the
amendment of these Articles of Restatement.

ARTICLE VIII

The
vote of not less than two-thirds of the total number of votes entitled to be
cast by the shareholders of the Corporation shall be necessary to take and
approve any of the following actions and matters:  (i) the merger of the Corporation with or into any other entity;
(ii) any share exchange to which the Corporation is a party; (iii) the sale,
lease, exchange or other disposition of all or substantially all of the assets
of the Corporation, other than in the form of or pursuant to any mortgage,
pledge, security interest or other grant of any security or collateral interest
in the assets, properties or rights of the Corporation; and (iv) the
dissolution of the Corporation.  The
vote of not less than two-thirds of the total number of votes entitled to be
cast by the shareholders of the Corporation shall be necessary to amend or
repeal this Article VIII.

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ARTICLE IX

A
director of the Corporation shall not be liable to the Corporation or its
shareholders for money damages for any action taken, or any failure to take any
action, as a director, except liability for any of the following: (i) the
amount of a financial benefit received by a director to which the director is
not entitled; (ii) an intentional infliction of harm on the Corporation or its
shareholders; (iii) a violation of section 490.833 of the Iowa Business
Corporation Act; or (iv) an intentional violation of criminal law.

If
the Iowa Business Corpora­tion Act or other applicable law is hereafter amended
to authorize the additional or further elimina­tion of or limitation on the
liability of directors, then the liability of a director of the Corporation, in
addition to the elimination of and limitation on personal liability provided
herein, shall be eliminated and limited to the extent of such amendment, auto­matically
and without any further action, to the fullest extent permitted by law.  Any repeal or modification of this Article,
the Iowa Business Corporation Act or other applicable law shall be prospective
only and shall not adversely affect any elimination of or limitation on the
personal liability or any other right or protection of a director of the
Corporation with respect to any state of facts existing at or prior to the time
of such repeal or modification.

ARTICLE X

The
Corporation shall indemnify a director for liability (as such term is defined
in section 490.850(5) of the Iowa Business Corporation Act) to any person for
any action taken, or any failure to take any action, as a director, except
liability for any of the following: (i) receipt of a financial benefit to which
the director is not entitled; (ii) an intentional infliction of harm on the
Corporation or its shareholders; (iii) a violation of section 490.833 of the
Iowa Business Corporation Act; or (iv) an intentional violation of criminal
law.  Without limiting the foregoing, and
in addition thereto, the Corporation shall exercise all of its permissive
powers as often as necessary to indemnify and advance expenses to its directors
to the fullest extent permitted by law.
The Corporation shall also exercise all of its permissive powers as
often as necessary to indemnify and advance expenses to its officers to the
fullest extent permitted by law.

If
the Iowa Business Corporation Act or other applicable law is hereafter amended
to authorize broader or additional or further indemnification, then the
indemnification obligations of the Corporation shall be deemed to be amended
auto­matically, and without any further action, to require indemnification and
advancement of funds to pay for or reimburse expenses of its directors and of its
officers to the fullest extent permitted by law.  Any repeal or modification of this Article, the Iowa Business
Corporation Act or other applicable law shall be prospective only and shall not
adversely affect any indemnification and advancement obligations of the
Corporation with respect to any state of facts existing at or prior to the time
of such repeal or modification.

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Dated
  this 28th day of March, 2007.BREDA TELEPHONE CORP.By:
  /s/ Charles ThatcherCharles Thatcher, PresidentE-10