AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MULBERRY COOPERATIVE TELEPHONE COMPANY, INCORPORATED ARTICLE I NAME ARTICLE II PURPOSES AND POWERS

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1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MULBERRY COOPERATIVE TELEPHONE COMPANY, INCORPORATED The undersigned officers of Mulberry Cooperative Telephone Company, Incorporated (herein referred to as the Corporation) existing pursuant to the provisions of Indiana Law desiring to give notice of corporate action effectuating amendment and to restate its Articles of Incorporation, certifies the following: ARTICLE I NAME The name of the Corporation is Mulberry Cooperative Telephone Company, Incorporated. The Corporation is a local cooperative corporation organized pursuant to the provisions of the Indiana Rural Telephone Cooperative Act (the Act ), as amended and the Indiana Not-For-Profit Corporation Act. ARTICLE II PURPOSES AND POWERS Section 1. Purposes. The purposes for which the Corporation is formed are as follows: (a) (b) to render telephone and related services to its members and to such other persons in the specific instances as expressly provide in the Indiana Code Chapter ; to perform any other purpose which is permitted by law. Section 2. Powers. The Corporation shall have all of the general rights, privileges, and powers conferred upon corporations created by the Act, but shall be limited to the exercise of only such powers as are in furtherance of the purposes expressly provide for in Section 1 of this Article. Subject to any limitations or restrictions imposed by law, or these Articles of Incorporation, or any amendment hereto, the Corporation shall have the following general rights, privileges and powers: 1

2 (1) To sue and be sued. (2) To have a seal and alter the same at pleasure. (3) To acquire, hold and dispose of property, real and personal, tangible and intangible, or any interest in the property and to pay in cash or credit, and to secure and procure payment of all or any part of the purchase price on the terms and conditions as the board of directors shall determine. (4) To furnish, improve and expand telephone service in rural areas to its members, and to other persons not in excess of ten percent (10%) of the number of its members; to make available, without regard to the ten percent (10%) limitation, telephone service through interconnection of facilities to any number of subscribers of other telephone systems and through public pay stations to any number of users. (5) To construct, purchase, lease as lessee, or otherwise acquire, and to improve, expand, install, equip, maintain, and operate, and to sell, assign, convey, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber telephone lines, facilities or systems, lands, buildings, structures, plants and equipment, exchanges and any other real or personal property, tangible or intangible which shall be deemed necessary or appropriate to accomplish the purposes for which the Corporation is organized. (6) To cease doing business and to dissolve and surrender its franchise. (7) To construct, operate and maintain its telephone lines across or along any street or public highway, or over lands that are to property of this state or a political subdivision of the state. (8) To accept gifts or grants of property, real or personal, from any person, municipality, or federal agency and to accept voluntary and uncompensated services. (9) To connect and interconnect its telephone lines, facilities, or systems with other telephone lines or systems in a manner and according to specifications as will avoid interference with or hazards to existing telephone lines, facilities, or systems. 2

3 (10) To borrow money and otherwise contract indebtedness, and to issue or guarantee notes, bonds, and other evidences of indebtedness and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then owned or after-acquired real or personal property, assets, franchises, or revenues. (11) To make any and all contracts necessary or convenient for the full exercise of the powers granted by law, including, without limiting the generality of the foregoing, contracts with any person, federal agency, municipality, or other corporation for the interconnection of telephone service; for the management and conduct of the business of the Corporation; for the fixing of the rates, fees, or charges for telephone service in the same manner and to the same extent as is provided by law for the regulation of rates, fees, or charges of telephone companies. (12) To levy and collect reasonable fees, rents, tolls, and other charges for telephone service rendered, as permitted by law. (13) To exercise the right of eminent domain in the manner provided by law for the exercise thereof by telephone companies. (14) To adopt, amend, and repeal bylaws. (15) To become a member of a general cooperative corporation. (16) To recover, after a period of two years, any unclaimed stocks, dividends, capital credits, patronage refunds, utility deposits, membership fees, account balances, or book equities for which the owner cannot be found and are the result of distributable savings of the corporation returned to the members on a pro rata basis pursuant to law. (17) To do all other acts and things necessary, convenient or expedient to carry out the purposes for which the Corporation is formed. ARTICLE III AREAS OF OPERATION The operations of the Corporation are to be conducted within the State of Indiana. 3

4 ARTICLES IV PERIOD OF EXISTENCE The period during which the Corporation shall continue is perpetual. ARTICLE V RESIDENT AGENT The address of the Corporation resident agent is 116 South Glick Street, P.O.Box 370, Mulberry, Indiana ARTICLE VI PRINCIPAL OFFICE The post office address of the principal office of the Corporation is 116 South Glick Street, P.O, Box 370 Mulberry, Indiana VII DIRECTORS Section 1. Number of directors. The board of directors is composed of seven members. The control and management of the affairs of the Corporation shall be vested in a board of no more that seven (7) and no less than three (3) directors. The exact numbers of directors, within the above limits, shall be prescribed from time to time in the code of By-Laws of the Corporation. Section 2. Names and Addresses of Directors. The names and post office addresses of the present board of directors of the Corporation until their successors are chosen are: : Name Street City State Zip 4

5 Section 3. Election of Directors. The board of directors shall be elected by ballot at a regular annual meeting of the members and each Director shall hold office for a term of three (3) years or until his successor shall have been elected and qualified. The terms of office for the directors shall be staggered with the directors divided into three (3) groups. Each group will contain one-third (1/3) of the total number of directors, as near as may be. Section 4. Qualifications of Directors. Directors of the Corporation must be members of the Corporation and must meet other qualifications as described in the code of By-Laws of the Corporation. Section 5. Vacancies in the Board of Directors. Any vacancy occurring on the board of directors caused by a death, resignation or otherwise, shall be filled until the next annual meeting through a vote of a majority of the remaining members of the board. Section 6. Loans to Directors and Officers. The Corporation shall make no advancement for services to be performed in the future nor shall it make any loan of money or property to any director or officer of the Corporation. Section 7. Removal of Directors. In addition to being removed in any manner permitted by statute, members of the board of directors many be removed for cause, as defined by the Code of By-Laws of the Corporation. ARTICLE VIII MEMBERSHIP Section 1. Classes. The Corporation shall have one (1) class of members and all members shall have the same rights, privileges, duties, liabilities, limitations and restrictions subject to the Code of By-Laws of the Corporation. Section 2. Membership. Any natural person, firm, sole proprietorship, partnership, association, corporation, limited liability company, limited liability partnership or body politic or subdivision thereof, unless such entity purchases the Corporation s services at wholesale or otherwise for resale, will become a member of the Corporation upon receipt of any one Eligible Service from the Corporation and after making written application for service and paying any membership fee that may be required by 5

6 the Bylaws of the Corporation and subject to the Code of By-laws of the Corporation. An Eligible Service shall include 1) telephone service, 2) broadband service or 3) television service. Section 3. Rights, Preferences, and Limitations of Members. Each member of the Corporation agrees to abide by the code of By-Laws of the Corporation and all other rules and regulations adapted by the board of directors. Any member who shall fail to comply with the requirements of the Code of By-Laws or the rules and regulations made pursuant thereto shall, if the board of directors by majority vote so determine, forfeit membership and any and all rights and interest in the Corporation and its property. No person shall be entitled to more that one (1) membership in the Corporation. No annual dues shall be assessed, except that members may be charged an initial membership fee in accordance with the Code of By-Laws of the Corporation and any special assessments as authorized by the board of directors. The Code of By-Laws shall also set forth the terms and conditions for the refund of the initial membership fee when a person ceases to be a member of the Corporation. Section 4. Voting Rights. Every member shall have the right at every meeting of the members to cast one (1) vote for his membership. This right to vote may be exercised as permitted by law and as the Code of By-Laws may provide from time to time. Section 5. Meeting of Members. Meetings of member may be held at any place in the State of Indiana, which shall be designated by the board of directors of the Corporation. Eighty (80) members of the Corporation shall constitute a quorum for the transaction of business at any meeting of the members. ARTICLE IX PROVISION FOR REGULATION AND CONDUCT OF THE AFFAIRS OF THE CORPORATION Section 1. Amendments. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by statute; and all rights conferred upon members in the articles of incorporation or any amendment hereto are granted subject to this reservation. 6

7 Any amendment to the Articles of Incorporation must be approved by threefourths (3/4) of the votes cast, except any amendment of Section 2 of this article (Sale of Property) must be approved by three-fourths (3/4) of all members of the Corporation. Section 2. Sale of Property. Any sale, lease, exchange, or other disposal of all, or substantially all, of the Corporation s property other than in the usual and regular course of the corporation s business must be approved by the vote of three-fourths (3/4) of the Corporation s members. Section 3. Code of By-Laws. The board of directors of the Corporation shall have the power, without the assent of vote of the members, to make, alter, amend or repeal the Code of By-Laws providing for the internal regulation and conduct of the affairs of the Corporation, provided that a number of directors equal to a majority of the number who would constitute a full board of directors at the time of such action vote affirmatively for such action, and provided further that any By-Law providing for action inconsistent with the purposes and powers of the Corporation enumerated herein shall not be binding upon any office, director or member of the Corporation and shall not affect the continued validity of the remaining By-Laws. Section 4. Indemnification. If an individual is made a party to a proceeding because the individual is or was a director, officer, or employee of the Corporation, the Corporation shall indemnify the individual against liability incurred in the proceeding as permitted by statute and the Corporation shall also pay for or reimburse the reasonable expenses of the individual relating to such proceeding including reasonable attorneys fees, as permitted by statute. The Code of Bylaws, resolutions of the board of directors or of the members, or other duly adopted authorization of indemnification or advance for expenses may not limit the rights of a director, officer, employee, or agent for indemnification or advance for expenses to the fullest extent provided by statute. The board of directors is authorized and empowered to purchase insurance covering the Corporation s liabilities and obligations under this section and insurance protecting the Corporation s directors, officers, members, and employees. Irrespective of the provisions of this section, the board of directors may, at any time and from time to time, approve indemnification of directors, officers, 7

8 employees or other persons to the full extent permitted by the law of the State of Indiana, whether on account or past or future transactions.. ARTICLE X MANNER OF ADOPTION AND VOTE Section 1. Action by Directors. The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of the Articles of Incorporation and directing a meeting of the members, to be held on, 2015, allowing such members to vote on the proposed amendments. The resolution was adopted by vote of the Board of Directors at a meeting held on November 20, 2014, at which a quorum of such Board was present. Section 2. Action by Members. The members of the Corporation entitled to vote in respect to the Amended Articles of Incorporation adopted the proposed amendments on, The proposed amendments were adopted by vote of such members during the meeting as called by the Board of Directors at which a quorum of such members was present. The result of such vote is as follows: MEMBERS ENTITLED TO VOTE: TOTAL MEMBERS VOTED IN FAVOR: MEMBERS VOTED AGAINST: 8

9 Section 3. Compliance with Legal Requirements. The manner of the adoption of the Amended Articles of Incorporation and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the Bylaws of the Corporation. I hereby verify subject to penalties of perjury that the facts contained herein are true. Secretary, Mulberry Cooperative Telephone Company, Incorporated Dated 9

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