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                                                                    EXHIBIT 3.2
 
                          CERTIFICATE OF DESIGNATION
                      OF THE VOTING POWERS, DESIGNATION,
                   PREFERENCES AND RELATIVE, PARTICIPATING,
             OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS OF THE
                           SERIES A PREFERRED STOCK
 
                               ----------------
 
 PURSUANT TO SECTIONS 151 AND 157 OF THE GENERAL CORPORATION LAW OF THE STATE
                                  OF DELAWARE
 
                               ----------------
 
  I, David K. Laniak, Chairman of the Board and Chief Executive Officer of ACC
Corp., a corporation organized and existing under the General Corporation Law
of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY:
 
  That, pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation (the "Certificate"), and,
pursuant to the provisions of Sections 151 and 157 of the General Corporation
Law of the State of Delaware, said Board of Directors, at a duly called
meeting held on October 3, 1997, at which a quorum was present and acted
throughout, adopted the following resolutions, which resolutions remain in
full force and effect on the date hereof creating a series of 100,000 shares
of Preferred Stock having a par value of $1.00 per share, designated as Series
A Preferred Stock (the "Series A Preferred Stock") out of the class of
2,000,000 shares of preferred stock of the par value of $1.00 per share (the
"Preferred Stock"):
 
  RESOLVED, that pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate, the Board of Directors does
hereby create, authorize and provide for the issuance of the Series A
Preferred Stock having the voting powers, designation, relative,
participating, optional and other special rights, preferences, and
qualifications, limitations and restrictions thereof that are set forth as
follows:
 
  Section l. Designation and Amount. The shares of such series shall be
designated as "Series A Preferred Stock" and the number of shares constituting
such series shall be 100,000.
 
  Section 2. Dividends and Distributions. (A) Each holder of one one-
thousandth of a share (a "Unit") of Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, dividends payable in cash, in an amount
per Unit (rounded to the nearest cent) equal to the per share amount of cash
dividends declared on shares of the Common Stock. In the event that the
Corporation shall at any time after October 3, 1997 (the "Rights Declaration
Date") (i) declare any dividend on outstanding shares of Common Stock payable
in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock
or (iii) combine outstanding shares of Common Stock into a smaller number of
shares, then in each such case the amount to which the holder of a Unit of
Series A Preferred Stock was entitled immediately prior to such event pursuant
to the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
 
  (B) The Corporation shall declare a dividend or distribution on Units of
Series A Preferred Stock as provided in paragraph (A) above immediately after
it declares a dividend or distribution on the shares of Common Stock (other
than a dividend payable in shares of Common Stock).
 
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  Section 3. Voting Rights. The holders of Units of Series A Preferred Stock
shall have the following voting rights:
 
    (A) Each Unit of Series A Preferred Stock shall entitle the holder
  thereof to one vote on all matters submitted to a vote of the stockholders
  of the Corporation. In the event the Corporation shall at any time after
  the Rights Declaration Date (i) declare any dividend on outstanding shares
  of Common Stock payable in shares of Common Stock, (ii) subdivide
  outstanding shares of Common Stock or (iii) combine the outstanding shares
  of Common Stock into a smaller number of shares, then in each such case the
  number of votes per Unit to which holders of Units of Series A Preferred
  Stock were entitled immediately prior to such event shall be adjusted by
  multiplying such number by a fraction the numerator of which shall be the
  number of shares of Common Stock outstanding immediately after such event
  and the denominator of which shall be the number of shares of Common Stock
  that were outstanding immediately prior to such event.
 
    (B) Except as otherwise provided herein or by law, the holders of Units
  of Series A Preferred Stock and the holders of shares of Common Stock shall
  vote together as one class on all matters submitted to a vote of
  stockholders of the Corporation.
 
    (C) Except as set forth herein, holders of Units of Series A Preferred
  Stock shall have no special voting rights and their consents shall not be
  required (except to the extent they are entitled to vote with holders of
  shares of Common Stock as set forth herein) for taking any corporate
  action.
 
  Section 4. Reacquired Shares. Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All
such Units shall, upon their cancellation, become authorized but unissued
Units of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
 
  Section 5. Liquidation, Dissolution or Winding Up. (A) Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of junior stock unless
the holders of Units of Series A Preferred Stock shall have received, subject
to adjustment as hereinafter provided in paragraph (B), the greater of either
(a) $1.00 per Unit or (b) the amount equal to the aggregate per share amount
to be distributed to holders of shares of Common Stock, or (ii) to the holders
of shares of parity stock, unless simultaneously therewith distributions are
made ratably on Units of Series A Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of Units
of Series A Preferred Stock are entitled under clause (i)(a) of this sentence
and to which the holders of shares of such parity stock are entitled, in each
case upon such liquidation, dissolution or winding up.
 
  (B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, then in each such case the aggregate amount to which
holders of Units of Series A Preferred Stock were entitled immediately prior
to such event pursuant to clause (i)(b) of paragraph (A) of this Section 5
shall be adjusted by multiplying such amount by a fraction the numerator of
which shall be the number of shares of Common Stock that are outstanding
immediately after such event and the denominator of which shall be the number
of shares of Common Stock that were outstanding immediately prior to such
event.
 
  Section 6. Consolidation, Merger, etc.  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of common stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case Units of
Series A Preferred Stock shall at the same time be similarly exchanged for or
converted into an amount per Unit (subject to the provision for adjustment
hereinafter set forth) equal to the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is converted or exchanged. In
the event the Corporation shall at any time after the Rights Declaration Date
(i)
 
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declare any dividend on outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii)
combine outstanding Common Stock into a smaller number of shares, then in each
such case the amount set forth in the immediately preceding sentence with
respect to the exchange or conversion of Units of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which shall be the number of shares of Common Stock that are outstanding
immediately after such event and the denominator of which shall be the number
of shares of Common Stock that were outstanding immediately prior to such
event.
 
  Section 7. Redemption. The Units of Series A Preferred Stock shall not be
redeemable.
 
  Section 8. Ranking. The Units of Series A Preferred Stock shall rank junior
to all other series of the Preferred Stock and to any other class of preferred
stock that hereafter may be issued by the Corporation as to the payment of
dividends and the distribution of assets, unless the terms of any such series
or class shall provide otherwise.
 
  Section 9. Amendment. The Certificate, including, without limitation, this
resolution, shall not hereafter be amended, either directly or indirectly, or
through merger or consolidation with another corporations in any manner that
would alter or change the powers, preferences or special rights of the Series
A Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of a majority or more of the outstanding Units of Series A
Preferred Stock, voting separately as a class.
 
  Section 10. Fractional Shares. The Series A Preferred Stock may be issued in
Units or other fractions of a share, which Units or fractions shall entitle
the holder, in proportion to such holder's fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Preferred Stock.
 
  Section 11. Certain Definitions. As used herein with respect to the Series A
Preferred Stock, the following terms shall have the following meanings:
 
    (A) The term "Common Stock" shall mean the class of stock designated as
  the Class A common stock, par value $.015 per share, of the Corporation at
  the date hereof or any other class of stock resulting from successive
  changes or reclassification of such common stock.
 
    (B) The term "junior stock", as used in Section 5 hereof, shall mean the
  Common Stock and any other class or series of capital stock of the
  Corporation over which the Series A Preferred Stock has preference or
  priority in the distribution of assets on any liquidation, dissolution or
  winding up of the Corporation.
 
    (C) The term "parity stock", as used in Section 5 hereof, shall mean any
  class or series of capital stock ranking pari passu with the Series A
  Preferred Stock in the distribution of assets on any liquidation,
  dissolution or winding up of the Corporation.
 
  IN WITNESS WHEREOF, ACC Corp. has caused this Certificate to be signed this
3rd day of October, 1997.
 
                                          ACC CORP.
 
                                             /s/ David K. Laniak
                                          By__________________________________
                                          Name: David K. Laniak
                                          Title: Chairman of the Board and
                                              Chief Executive Officer
 
 
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