**Exhibit 3.1**

 

**THIRDRESTATED ARTICLES OF INCORPORATION**

 

**OF**

 

**METRO ONE TELECOMMUNICATIONS, INC.**

 

Pursuant to the OregonBusiness Corporation Act, the undersigned corporation adopts the followingThird Restated Articles of Incorporation which shall supersede the existingArticles of Incorporation and all amendments thereto.

 

# **ARTICLE I.**

 

**NAME OF CORPORATION**

 

The name of theCorporation is Metro One Telecommunications, Inc.

 

# **ARTICLE II.**

# ** **

**DURATION**

 

The period of itsduration is perpetual.

 

# **ARTICLE III.**

# ** **

**PURPOSES AND POWERS**

 

The purposes and powersof the Corporation are:

 

A.            To engage in anylawful activities for which corporations may be organized.

 

B.            To do anything whichshall appear necessary or beneficial to the Corporation in connection with (1)its operation; (2) accomplishment of its purposes; or (3) exercise of itspowers set forth in these Articles.

 

# **ARTICLE IV.**

# ** **

**CAPITALIZATION**

 

A.            The authorized capitalstock of the Corporation consists of 50,000,000 shares of common stock, no parvalue (“Common Stock”) and 10,000,000 shares of preferred stock, no par value(“Preferred Stock”).

 

B.            The Board of Directorsshall have the power to issue, from time to time, one or more series ofPreferred Shares or special stock in any manner permitted by law and notinconsistent with these Articles or the Bylaws of the Corporation. The Board of

 

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Directors shall have theauthority to fix and determine, subject to the provisions of these Articles,the rights and preferences of the shares of such additional series, which shallbe established by a resolution or resolutions of the Board of Directorsproviding for the issuance of such series.

 

C.            Pursuant to the SecondRestated Articles of Incorporation filed December 12, 1995, each issuedand outstanding share of Common Stock shall be combined and reconstituted as0.2857 shares. Any fractional shares resulting from the reverse stock split(after aggregating all shares held by each holder) shall be rounded up to thenext whole share.

 

# **ARTICLE V.**

# ** **

**CONSENT TO ACTION**

 

Any action which may betaken at a meeting of the shareholders or Directors may be taken without ameeting if all shareholders or Directors entitled to vote on the action consentin writing to the action taken. The written consent shall have the same forceand effect as a unanimous vote of the shareholders or Directors.

 

# **ARTICLE VI.**

# ** **

**CUMULATIVE VOTING**

 

No shareholder shall beentitled to cumulate his votes for election of Directors.

 

# **ARTICLE VII.**

# ** **

**PREEMPTIVE RIGHTS DENIED**

 

Unless otherwisedetermined by the Board of Directors, no shareholder of the Corporation shallbe entitled, as a matter of right, to purchase or subscribe for any stock ofany class which the Corporation may issue or sell, whether or not exchangeablefor any stock of the Corporation of any class or classes and whether out ofunissued shares authorized by the Articles of Incorporation of the Corporationas originally filed or by any amendment thereof or out of shares acquired inthe future. Nor, unless otherwise determined by the Board of Directors, shallany holder of any shares of the capital stock of the Corporation be entitled,as a matter of right, to purchase or subscribe for any obligation which theCorporation may issue or sell that shall be convertible into or exchangeablefor any shares of the stock of the Corporation of any class or classes, or towhich shall be attached to any warrant or warrants or any other instrument orinstruments that shall confer upon the holder or holders of such obligation theright to subscribe for or purchase from the Corporation any shares or itscapital stock of any class or classes.

 

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# **ARTICLE VIII.**

# ** **

**DIRECTORS**

 

A.            The number ofdirectors of the Corporation shall not be less than three nor more than seven,and within such limits, the exact number shall be fixed and increased ordecreased from time to time by resolution of the Board of Directors.  At such time as the Board of Directors fixesthe number of directors at six or more, the directors shall be divided intothree classes designated Class I, Class II and Class III, each class to be asnearly equal in number as possible.  Atthe first annual meeting of shareholders following the designation of six ormore directors (the “First Meeting”), directors of all three classes shall beelected.  The term of office of Class Idirectors shall expire at the annual meeting of shareholders held in the firstcalendar year following the calendar year in which the First Meeting is held.  The term of office of Class II directorsshall expire at the annual meeting of shareholders held in the second calendaryear following the calendar year in which the First Meeting is held.  The term of office of Class III directorsshall expire at the annual meeting of shareholders held in the third calendaryear following the calendar year in which the First Meeting is held.  At each annual meeting of shareholders afterthe First Meeting, each class of directors elected to succeed those directorswhose terms expire shall be elected to serve for three-year terms and untiltheir successors are elected and qualified, so that the term of one class ofdirectors will expire each year.  Whenthe number of directors is changed within the limits provided herein, any newlycreated directorships or any decrease in directorships shall be apportioned asnearly as possible among the classes as to make all classes as nearly equal aspossible, provided that no decrease in the number of directors constituting theBoard of Directors shall shorten the term of any incumbent director.

 

B.            All or any number ofthe directors of the Corporation may be removed only for cause and at a meetingof shareholders called expressly for that purpose, by a vote of not less than75 percent (75%) of the votes entitled to be cast for the election ofdirectors.  At any meeting ofshareholders at which one or more directors are removed, a majority of votesthen entitled to be cast for the election of directors may fill a vacancycreated by such removal.  If any vacancycreated by removal of a director is not filled by the shareholders at themeeting at which the removal is effected, such vacancy may be filled by amajority vote of the remaining directors.

 

C.            The provisions of thisArticle VIII may not be amended, altered, changed or repealed in anyrespect unless such action is approved by the affirmative vote of not less than75 percent (75%) of the votes then entitled to be cast for election ofdirectors.

 

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# **ARTICLE IX.**

# ** **

**QUORUM OF SHAREHOLDERS**

 

A quorum at a meeting ofshareholders is constituted by the representation in person or by proxy offifty-one percent (51%) of the shares entitled to vote. Shares shall not becounted to make up a quorum for a meeting if voting of them at the meeting hasbeen enjoined or for any reason they cannot be lawfully voted at the meeting.The shareholders present at a duly held meeting at which a quorum is presentmay continue to do business until adjournment in spite of the withdrawal ofenough shareholders to leave less than a quorum.

 

# **ARTICLE X.**

# ** **

**INDEMNIFICATION**

 

A.            The Corporation shallindemnify to the fullest extent not prohibited by law any person who was or isa party or is threatened to be made a party to any Proceeding against allexpenses (including attorney fees), judgments, fines, and amounts paid insettlement actually or reasonably incurred by the person in connection withsuch Proceeding.

 

B.            Expenses incurred by adirector or officer of the Corporation in defending a Proceeding shall in allcases be paid by the Corporation in advance of the final disposition of suchProceeding at the written request of such person, if the person:

 

1.             Furnishes theCorporation a written affirmation of the person’s good faith belief that suchperson has met the standard of conduct described in the Oregon BusinessCorporation Act or is entitled to be indemnified by the Corporation under anyother indemnification rights granted by the Corporation to such person; and

 

2.             Furnishes theCorporation a written undertaking to repay such advance to the extentultimately determined by a court that such person is not entitled to beindemnified by the Corporation under this Article X or under any otherindemnification rights granted by the Corporation to such person.

 

Such advances shall bemade without regard to the person’s ability to repay such advances and withoutregard to the person’s ultimate entitlement to indemnification under thisArticle X or otherwise.

 

C.            The term “Proceeding”shall include any threatened, pending, or completed action, suit, or proceedingwhether brought in the right of the Corporation or otherwise and whether of acivil, criminal, administrative, or investigative nature, in which a person maybe or may have been involved as a party or otherwise by reason of the fact thatthe person is or was a director or officer of the Corporation or a fiduciarywithin the meaning

 

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of the EmployeeRetirement Income Security Act of 1974 with respect to any employee benefitplan of the Corporation, or is or was serving the request of the Corporation asa director, officer, or fiduciary of an employee benefit plan of anothercorporation, partnership, joint venture, trust, or other enterprise, whether ornot serving in such capacity at the time any liability or expense is incurredfor which indemnification or advancement of expenses can be provided under thisArticle X.

 

D.            The indemnificationand entitlement to advancement of expenses provided by this Article Xshall not be deemed exclusive of any other rights to which those indemnifiedmay be entitled under the Corporation’s Articles of Incorporation or anystatute, agreement, general or specific action of the Board of Directors, voteof the shareholders, or otherwise, shall continue as to a person who has ceasedto be a director or officer, shall inure to the benefit of the heirs, executorsand administrators of such person and shall extend to all claims forindemnification or advancement of expenses made after the adoption of thisArticle X.

 

E.             Any repeal of thisArticle X shall only be prospective and no repeal or modification hereofshall adversely affect the rights under this Article X in effect at thetime of the alleged occurrence of any action or omission to act that is thecause of any Proceeding.

 

F.             To the fullest extentpermitted by law, no director of this Corporation shall be personally liable tothe Corporation or its shareholders for monetary damages for conduct as adirector. No amendment or repeal of this Article X, nor the adoption ofany provision of these Articles inconsistent with this Article X, nor achange in the law, shall adversely affect any right or protection of adirector, which right or protection is based on this Article X and arisesfrom conduct that occurred prior to the time of such amendment, repeal,adoption or change. No change in the law shall reduce or eliminate the rightsand protections applicable immediately after this provision becomes effectiveunless the change in the law shall specifically require such reduction orelimination. If the Oregon Business Corporation Act or its successor isamended, after this Article X becomes effective, to authorize corporateaction further eliminating or limiting the personal liability of directors ofthe Corporation, then the liability of directors of this Corporation shalleliminated or limited to the fullest extent permitted by the Oregon BusinessCorporation Act, as so amended.

 

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**EFFECTIVEDATE**:  TheseThird Restated Articles of Incorporation shall be effective upon filing of theArticles in the Office of the Secretary of State of Oregon.

 
|   | METRO ONE  TELECOMMUNICATIONS, INC. |
|--------|-------------------------------------|
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ Stebbins B.  Chandor, Jr. |   |
|   |                                | Stebbins B. Chandor,  Secretary |

 

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