AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF D & E COMMUNICATIONS, INC.

 

1. Name. The name of the corporation is D&E Communications, Inc. (herein called the “Corporation”).

 

2. Registered Office. The location and post office address of the Corporation’s registered office in the Commonwealth of Pennsylvania is 124 East Main Street, Brossman Business Complex, Ephrata, Lancaster County, Pennsylvania 17522.

 

3. Purpose and Powers. The Corporation is incorporated under the Business Corporation Law of 1988, as amended, and shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under said Business Corporation Law.

 

4. Term of Existence. The term for which the Corporation shall exist is perpetual.

 

5. Capital Stock.

 

5.1 Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is:

 

5.1.1    20,000,000 shares of Preferred Stock, without par value; and

 

5.1.2    100,000,000 shares of Common Stock, par value of $0.16 per share.

 

5.2 Preferred Stock. The Preferred Stock may be divided into one or more classes or series as determined by the Board of Directors as hereinafter provided. Each class or series of Preferred Stock may have full, limited, multiple or fractional, or no voting rights, and such designations, preferences, limitations, qualifications, privileges, options, restrictions and special rights as determined by the Board of Directors as hereinafter provided. The division of the Preferred Stock into classes or series, the determination of the designation and the number of shares of any such class or series and the determination of the voting rights, preferences, limitations, qualifications, privileges, options, restrictions and special rights of the shares of any such class or series may be accomplished by an amendment to this Section 5.2, which amendment may be made solely by action of the Board of Directors, which shall have the full authority permitted by law to make such division and determinations. Unless otherwise provided in a resolution or resolutions establishing any particular class or series of Preferred Stock, the aggregate number of authorized shares of Preferred Stock may be increased by an amendment to the Articles approved solely by the holders of the Common Stock and of any Preferred Stock which is entitled pursuant to its voting rights designated by the Board to vote thereon, if at all, voting together as a class.

 

5.3 Common Stock. Except for and subject to those rights expressly granted to holders of the Preferred Stock or any series thereof by one or more amendments to these Articles adopted by the Board of Directors and except as may be provided by the laws of the Commonwealth of Pennsylvania, holders of the Common Stock shall have exclusively all other rights of shareholders. The holders of shares of the Common Stock shall have one vote per share. All shares of Common Stock issued or to be issued shall be alike in every particular.

 

6. Voting Rights. The shareholders of the corporation shall not have the right to cumulative voting in the election of directors.

 

7. Approval of Business Combinations. Where an affirmative vote of the shareholders to approve the transaction is required by the Pennsylvania Business Corporation Law of 1988, as amended, or by other applicable law or regulation, no merger, consolidation, liquidation or dissolution of the Corporation, nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of:

 

7.1 the holders of at least 85% of the outstanding shares of common stock of the Corporation entitled to vote thereon; or

 

7.2 the holders of at least a majority of the outstanding shares of common stock of the Corporation entitled to vote thereon, provided that such transaction has received the prior approval of at least two-thirds of the members of the Board of Directors.

 

8. Definitions; Interpretations; Amendments.

 

8.1 Definitions. For the purposes of these Articles, “Voting Stock” shall mean capital stock of the Corporation entitled to vote generally in an annual election of directors of the Corporation.

 

8.2 Amendment, Repeal, Etc. In addition to any affirmative vote required by law, these Articles or otherwise, any amendment, alteration, change or repeal of any provision of Article 7, Article 8 or Article 9, or the adoption of any provision inconsistent therewith, shall require the affirmative votes of:

 

8.2.1 The holders of at least 85% of the voting power of all then outstanding shares of Voting Stock, voting together as a single class; or

 

8.2.2 if the amendment is recommended and submitted to the shareholders for their consideration by at least two-thirds of the members of the board of directors, the vote of a majority of the voting power of all then outstanding shares of Voting Stock, voting together as a single class.

 

9. Statutory Antitakeover Provisions. Subchapters E, F, G and H of Chapter 25 of the Pennsylvania Business Corporation Law of 1988, as amended, shall be applicable to the Corporation.

[As Filed: 03/17/2005]

[Approved by shareholders]