Exhibit 3.5
ARTICLESOFINCORPORATION
OF
DELTACOMMUNICATIONS,INC.
The undersigned, acting as incorporators of a corporation under the Code of Alabama, adopt the following Articles of Incorporation for said corporation:
FIRST: The name of the corporation is Delta Communications, Inc.
SECOND: The period of its duration is perpetual.
THIRD: The primary purpose for which the corporation is organized is as a resale common carrier, but it may transact any and all lawful business for which corporations may be incorporated under the laws of the State of Alabama.
FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 100 shares of common stock; par value $100 per share.
FIFTH: The address of the initial registered office of the corporation is 113 South Main Street, Arab, Alabama, 32216, and the name of its initial registered agent at such address is Sid McDonald.
SIXTH: The number of directors constituting the initial Board of Directors of the corporation is 5, and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are:
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| | Sid McDonald | | 113 South Main Street, Arab, Alabama |
| | Olin B. King | | Research Park, Huntsville, Alabama |
| | William E. Cooley | | 113 South Main Street, Arab, Alabama |
| | James G. Gann, Jr. | | 1055 Park Place Tower, Birmingham, Alabama |
| | Harvey D. Harkness | | Research Park, Hunsville, Alabama |
SEVENTH: The names and addresses of the incorporators are:
Sid McDonald
113 South Main Street
Arab, Alabama 35016
SCI Systems, Inc.
Research Park
Huntsville, Alabama 35802
Dated: April 6, 1982
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/s/ Sid McDonald |
| Sid McDonald |
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SCI Systems, Inc. |
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| | By: | | Signature Illegible |
| | | | Attorney and Secretary |
2
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
DELTA COMMUNICATIONS, INC.
Pursuant to the provisions of Section 10-2A-113 of the Code of Alabama, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Delta Communications, Inc.
SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on the 19th day of February, 1983, in the manner prescribed by the Alabama Business Corporation Act:
“FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 150 shares of common stock; par value $100 per share.”
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100. All 100 shares voted for such amendment.
FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:
Increases the number of shares of common stock from 100 to 150 shares; and increases the stated capital from $10,000 to $15,000.
Dated February 22, 1983
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| DELTA COMMUNICATIONS, INC. |
| |
| By: | | /s/ Sid McDonald |
| | Its President |
| |
| and | | /s/ James G. Gann, Jr. |
| | Its Secretary |
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DELTA COMMUNICATIONS, INC.
Pursuant to the provisions of Section 10-2A-113 of the Code of Alabama, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Delta Communications, Inc.
SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on the 12th day of September, 1985, in the manner prescribed by the Alabama Business Corporation Act.
“FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 400 shares of common stock; par value $10.00 per share.”
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 150; and the number of shares entitled to vote thereon was 150. All 150 shares voted for such amendment.
FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:
Increases the number of shares of common stock from 150 to 400 shares and decreases the stated capital from $15,000 to $4,000.
Dated: November 20, 1985.
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| DELTA COMMUNICATIONS, INC. |
| |
| BY: | | /s/ Sid McDonald |
| | It’s President |
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| And | | /s/ James G. Gann, Jr. |
| | It’s Secretary |
ARTICLES OF MERGER
OF
DELTACOM, INC., AN ALABAMA CORPORATION;
SOUTHERN INTEREXCHANGE FACILITIES, INC., AN ALABAMA CORPORATION;
SOUTHERN INTEREXCHANGE SERVICES, INC., AN ALABAMA CORPORATION;
AND
CONSOLIDATED COMMUNICATIONS CORPORATION, AN ALABAMA CORPORATION
INTO
DELTA COMMUNICATIONS, INC., AN ALABAMA CORPORATION
The undersigned corporations, pursuant to Ala. Code § 10-2A-143 (1975), hereby adopt the following articles of merger:
1. The Plan and Agreement of Merger (“Plan”) is attached as Exhibit “A” hereto.
2. The shareholders of DeltaCom, Inc., an Alabama corporation (“DCI”), Southern Interexchange Facilities, Inc., an Alabama corporation (“SIF”), Southern Interexchange Services, Inc., an Alabama corporation (“SIS”), Consolidated Communications Corporation, an Alabama corporation (“CCC”), and Delta Communications, Inc., an Alabama corporation (the “Surviving Corporation”), were required to vote on the Plan.
The number of shares of DCI common stock outstanding on the record date and entitled to vote on the Plan was One Hundred (100). On the record date, there was no other class of DCI stock outstanding.
The number of shares of SIF common stock outstanding on the record date and entitled to vote on the Plan was Five Hundred (500). On the record date, there was no other class of SIF stock outstanding.
The number of shares of SIS common stock outstanding on the record date and entitled to vote on the Plan was One Hundred (100). On the record date, there was no other class of SIS stock outstanding.
The number of shares of CCC common stock outstanding on the record date and entitled to vote on the Plan was Eighty Thousand (80,000). On the record date, there was no other class of CCC stock outstanding.
The number of shares of the Surviving Corporation common stock outstanding on the record date and entitled to vote on the Plan was One Hundred (100). On the record date, there was no other class of the Surviving Corporation stock outstanding.
3. The number of shares of DCI common stock voted for the Plan was One Hundred (100) and the number of shares voted against the Plan was zero (0). There were no shares of any other class of DCI stock outstanding that were entitled to vote as a class.
The number of shares of SIF common stock voted for the Plan was Five Hundred (500) and the number of shares voted against the Plan was zero (0). There were no shares of any other class of SIF stock outstanding that were entitled to vote as a class.
The number of shares of SIS common stock voted for the Plan was One Hundred (100) and the number of shares voted against the Plan was zero (0). There were no shares of any other class of the SIS stock outstanding that were entitled to vote as a class.
The number of shares of CCC common stock voted for the Plan was Eighty Thousand (80,000) and the number of shares voted against the Plan was zero (0). There were no shares of any other class of CCC stock outstanding that were entitled to vote as a class.
The number of shares of the Surviving Corporation common stock voted for the Plan was One Hundred (100) and the number of shares voted against the Plan was zero (0). There were no shares of any other class of the Surviving Corporation stock outstanding that were entitled to vote as a class.
4. DCI, SIF, SIS, CCC and the Surviving Corporation ware incorporated under the laws of Alabama. The Articles of Incorporation of DCI, SIF, SIS, CCC and the Surviving Corporation were filed in Marshall County, Alabama.
5. The amendments in the Articles of Incorporation of Delta Communications, Inc., an Alabama corporation, which is the Surviving Corporation, that are to be effected by this merger are as follows:
(a) Paragraph First of the Articles of Incorporation is amended to change the name of the Corporation from Delta Communications, Inc. to DeltaCom, Inc., so that Paragraph First shall read as follows:
FIRST: The name of the Corporation is DeltaCom, Inc.
(b) Paragraph Fourth is deleted, and the following new Paragraph Fourth is substituted in lieu thereof:
FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 80,000 shares of common stock, par value $.01 per share.
Dated: December 27, 1993
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| | | | DELTACOM, INC. |
| | | | an Alabama corporation |
| ATTEST: | | | | |
| | | |
/s/ J. Thomas Mullis | | | | By: | | /s/ Foster O. McDonald |
| J. THOMAS MULLIS | | | | | | FOSTER O. MCDONALD |
| Its Secretary | | | | | | Its President |
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| | | | SOUTHERN INTEREXCHANGE FACILITIES, INC., |
| | | | an Alabama corporation |
| ATTEST: | | | | | | |
| | | |
/s/ J. Thomas Mullis | | | | By: | | /s/ J. Thomas Mullis |
| J. THOMAS MULLIS | | | | | | J. THOMAS MULLIS |
| Its Secretary | | | | | | Its President |
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| | | | SOUTHERN INTEREXCHANGE SERVICES, INC., |
| | | | an Alabama corporation |
| ATTEST: | | | | |
| | | |
/s/ J. Thomas Mullis | | | | By: | | /s/ J. Thomas Mullis |
| J. THOMAS MULLIS | | | | | | J. THOMAS MULLIS |
| Its Secretary | | | | | | Its President |
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| | | | CONSOLIDATED COMMUNICATIONS CORPORATION, |
| | | | an Alabama corporation |
| ATTEST: | | | | |
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/s/ J. Thomas Mullis | | | | By: | | /s/ Sidney L. McDonald |
| J. THOMAS MULLIS | | | | | | SIDNEY L. MCDONALD |
| Its Secretary | | | | | | Its President |
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| | | | DELTACOM, INC. |
| | | | an Alabama corporation |
| ATTEST: | | | | | | |
| | | |
/s/ J. Thomas Mullis | | | | By: | | /s/ Foster O. McDonald |
| J. THOMAS MULLIS | | | | | | FOSTER O. MCDONALD |
| Its Secretary | | | | | | Its President |
STATEOF ALABAMA
FOR-PROFIT CORPORATION
ARTICLESOF AMENDMENTTO ARTICLESOF INCORPORATION
THIS FORMMAYBEUSEDTO:
• CHANGETHECORPORATETITLE
• CHANGETHEPERIODOFDURATION
• CHANGE,ENLARGEORDIMINISHCORPORATIONPURPOSES
• INCREASEORDECREASEAUTHORIZEDCAPITALSTOCK
• EXCHANGE,CLASSIFY,RECLASSIFYORCANCELSHARESOFSTOCK
INSTRUCTIONS
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| STEP 1: | | IFCHANGINGTHECORPORATION’SNAME,CONTACTTHE OFFICEOFTHE SECRETARYOF STATEAT (334) 242-5324TORESERVEACORPORATENAME. |
| STEP 2: | | FILETHEORIGINALANDONECOPYINTHECOUNTRYWHERETHEORIGINAL ARTICLESOF INCORPORATIONAREFILED (IFTHEAMENDMENTCHANGESTHENAME,THECERTIFICATEOFNAMERESERVATIONMUSTBEATTACHED). IFCHANGINGTHENAME,THE SECRETARYOF STATE’SFILINGFEEIS $20. |
PURSUANTTOTHEPROVISIONSOFTHE ALABAMA BUSINESS CORPORATION ACT,THEUNDERSIGNEDHEREBYADOPTSTHEFOLLOWING ARTICLESOF AMENDMENT.
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| Article I | | The name of the corporation. |
| | DeltaCom, Inc. |
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| Article II | | The following amendment was adopted in the manner provided for by the Alabama Business Corporation Act |
| | DeltaCom, Inc. shall change its name to |
| | ITC^ DeltaCom Communications, Inc. |
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| Article III | | The amendment was adopted by the shareholders or directors in the manner prescribed by law on 12-31, 1997. |
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| Article IV | | The number of shares outstanding at the time of the adoption was 80,000; the number of shares entitled to vote thereon was 80,000. (If the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class.) |
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| Article V | | The number of shares voted for the amendment was 80,000 and the number of shares voted against such amendment was 0 . (If no shares have been issued write a statement to that effect.) |
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| Date: | | January 6, 1998 | | | | Tom Mullis, SR.V.P. and Secretary |
| | | | | | Type or Print Corporate Officer’s Name and Title |
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| | | | | | /s/ Tom Mullis |
| | | | | | Signature of Officer |
STATEOF ALABAMA
DOMESTIC FOR-PROFIT CORPORATION
ARTICLESOF AMENDMENTTO ARTICLESOF INCORPORATION GUIDELINES
INSTRUCTIONS
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| STEP 1: | | IFCHANGINGTHECORPORATION’SNAME,CONTACTTHE OFFICEOFTHE SECRETARYOF STATEAT (334) 242-5324TORESERVEACORPORATENAME. |
| STEP 2: | | FILETHEORIGINALANDTWOCOPIESINTHE JUDGEOF PROBATE’SOFFICEWHERETHEORIGINAL ARTICLESOF INCORPORATIONAREFILED. (IFTHEAMENDMENTCHANGESTHENAME,THECERTIFICATEOFNAMERESERVATIONMUSTBEATTACHED). IFCHANGINGTHENAME,THE SECRETARYOF STATE’SFILINGFEEIS $10. TOVERIFY JUDGEOF PROBATEFILING,PLEASECONTACTTHE JUDGEOF PROBATE’SOFFICE. |
PURSUANTTOTHEPROVISIONSOFTHE ALABAMA BUSINESS CORPORATION ACT,THEUNDERSIGNEDHEREBYADOPTSTHEFOLLOWING ARTICLESOF AMENDMENT.
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| Article I | | The name of the corporation. |
| | ITC^ DeltaCom Communications, Inc. |
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| Article II | | The following amendment was adopted in the manner provided for by the Alabama Business Corporation Act |
| | ITC^DeltaCom Communications, Inc. shall change its name to DeltaCom, Inc. |
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| Article III | | The amendment was adopted by the shareholders or directors in the manner prescribed by law on July 26, 2005. |
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| Article IV | | The number of shares outstanding at the time of the adoption was 80,000; the number of shares entitled to vote thereon was 80,000. If the shares of any class are entitled to vote thereon as a class, list the designation and number of outstanding shares entitled to vote thereon of each such class. |
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| Article V | | The number of shares voted for the amendment was 80,000 and the number of shares voted against such amendment was -0- . (If no shares have been issued attach a written statement to that effect.) |
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| Date: | | February 21, 2006 | | | | Tom Mullis, Senior VP and Secretary |
| | | | | | Type or Print Corporate Officer’s Name and Title |
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| | | | | | /s/ Tom Mullis |
| | | | | | Signature of Officer |
