Exhibit 3.23
| | |
21 170 9096 | | SOSID: 594945 Date Filed: 6/20/2001 11:21 AM Elaine F. Marshall North Carolina Secretary of State |
ARTICLES OF ORGANIZATION
OF
LEXCOM WIRELESS ACQUISITION COMPANY, LLC
(a limited liability company)
Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.
1. The name of the limited liability company is: LEXCOM WIRELESS ACQUISITION COMPANY, LLC.
2. There shall be no limit on the duration of the limited liability company.
3. The name and address of the sole organizer executing these articles of organization is as follows:
Jerry W. Amos
Bank of America Corporate Center
Suite 3350
100 North Tryon Street
Charlotte, North Carolina 28202-4000
4. The street address and county of the initial registered office of the limited liability company is:
200 North State Street
Lexington, North Carolina 27293
Davidson County
5. The mailing address if different from the street address of the initial registered office is:
Post Office Box 808
Lexington, North Carolina 27293-0808
Davidson County
6. The name of the initial registered agent is:
Richard G. Reese
7. Except as provided in Section 57C-3-20(a) of the North Carolina General Statutes, the members of this limited liability company shall not be managers by virtue of their status as members.
8. To the fullest extent permitted by the North Carolina Limited Liability Company Act as it exists or may hereafter be amended, no person who is serving or has served as a manager
of the limited liability company shall be personally liable to the limited liability company or any of its members for monetary damages for breach of duty as a manager. No amendment or repeal of this article, nor the adoption of any provisions to these Articles of Organization inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption.
9. These articles will be effective upon filing.
This is the 18th day of June, 2001.
|
/s/ Jerry Amos |
Jerry W. Amos Organizer |
| | | | |
| | | | SOSID: 0594945 |
| | | | Date Filed: 6/29/2001 5:17 PM |
| | | | Effective: _7/1/2001 |
| | | | Elaine F. Marshall |
| | | | North Carolina Secretary of State |
ARTICLES OF MERGER
OF
LEXCOM WIRELESS, INCORPORATED.
INTO
LEXCOM WIRELESS ACQUISITION COMPANY, LLC
Pursuant to § 55-11-10(d) and § 57C-9A-22 of the General Statutes of North Carolina, Lexcom Wireless Acquisition Company, LLC (the “surviving entity”), a limited liability company organized under the law of North Carolina, whose address is 200 North State Street, Lexington, North Carolina 27293, hereby submits these Articles of Merger for the purpose of merging Lexcom Wireless, Incorporated (the “merging entity”), a corporation organized the law of North Carolina, into the surviving entity, whose name will change to “Lexcom Wireless Services, LLC”:
| | I. | The Plan of Merger that was duly approved in the manner prescribed by law by each of the entities participating in the merger is attached as Exhibit A. |
| | II. | Approval of the shareholders of the merging entity was required for the merger, and the Plan of Merger was duly approved by the shareholders of the merging entity as required by Chapter 55 of the General Statutes of North Carolina. |
| | III. | The merger is permitted by the law of each state governing the organization and internal affairs of the entities participating in the merger. |
| | IV. | Each entity that is a party to the merger has complied or shall comply with the applicable laws of the state governing its incorporation or organization and internal affairs. |
| | V. | The merger will become effective at 12:01 o’clock A.M. on July 1, 2001. |
This the 26th day of June, 2001.
| | |
LEXCOM Wireless Acquisition Company, LLC, whose name will change to LEXCOM Wireless Services, LLC, as a result of the Merger |
| |
| By: | | /s/ Richard G. Reese |
| | Richard G. Reese |
| | Manager and Chairman of the Board, President and Chief Executive Officer of LEXCOM TELEPHONE COMPANY, sole member |
Exhibit A
PLAN OF MERGER
A.Entities Participating in Merger.
LexCom Wireless Incorporated (the “Merging Entity”), a corporation organized under the law of North Carolina, will merge into LexCom Wireless Acquisition Company, LLC (the “Surviving Entity”), a limited liability company organized under the law of North Carolina, which will be the surviving entity.
B.Name of Surviving Entity.
After the merger, the Surviving Entity will have the name “LexCom Wireless Services, LLC.”
C.Merger.
The merger of the Merging Entity into the Surviving Entity will be effected pursuant to the terms and conditions of this Plan. Upon the merger’s becoming effective, the existence of the Merging Entity will cease, and the existence of the Surviving Entity will continue. The time when the merger becomes effective is hereinafter referred to as the “Effective Time.”
D.Conversion and Exchange of Ownership Interests.
At the Effective Time, the outstanding ownership interests of the entities participating in the merger will be converted and exchanged as follows:
1. Surviving Entity. The outstanding membership interests of the Surviving Entity will not be converted, exchanged or altered in any manner as a result of the merger and will remain outstanding as interests of the Surviving Entity.
2. Merging Entity. Each outstanding share of common stock of the Merging Entity will be converted and exchanged for a .99% membership interest in the Surviving Entity.
E.Amendments to Articles of Organization.
The Articles of Organization of the Surviving Entity are amended as a result of the merger.
F.Abandonment.
After approval of this Plan and at any time prior to the merger’s becoming effective, the managers of the Surviving Entity may, in their discretion, abandon the merger.
| | |
| | SOSID: 0594945 Date Filed: 7/30/2001 11:06 AM Elaine F. Marshall North Carolina Secretary of State |
State of North Carolina
Department of the Secretary of State
Limited Liability Company
AMENDMENT OF ARTICLES OF ORGANIZATION
Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.
| 1. | The name of the limited liability company is:Lexcom Wireless Services, LLC |
| 2. | The text of each amendment adopted is as follows (attach additional pages if necessary): |
Paragraph 1 of the Articles of Organization is amended to read as follows:
“The name of the limited liability company is: LEXCOM WIRELESS, LLC.”
| 3. | (check either a or b, whichever is applicable) |
a The amendment(s) was (were) duly adopted by the unanimous vote of the organizers of the limited liability company prior to the identification of initial members of the limited liability company.
b x The amendment(s) was (were) duly adopted by the unanimous vote of the members of the limited liability company or was (were) adopted as otherwise provided in the limited liability company’s Articles of Organization or a written operating agreement.
| 4. | These articles will be effective upon filing, unless a date and/or time is specified: |
This the 26th day of July, 2001.
|
LEXCOM Wireless Services, LLC |
| Name of Limited Liability Company |
|
/s/ Richard G. Reese |
| Richard G. Reese |
Manager and Chairman of the Board, President and Chief Executive Officer of LEXCOM Telephone Company, Sole Member |
| | |
| | SOSID: 0594945 Date Filed: 12/7/2009 2:47:00 PM Elaine F. Marshall North Carolina Secretary of State C200933700283 |
State of North Carolina
Department of the Secretary of State
Limited Liability Company
AMENDMENT OF ARTICLES OF ORGANIZATION
Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.
| 1. | The name of the limited liability company is:Lexcom Wireless, LLC |
| 2. | The text of each amendment adopted is as follows (attach additional pages if necessary): |
| 3. | (check either a or b, whichever is applicable) |
a The amendment(s) was (were) duly adopted by the unanimous vote of the organizers of the limited liability company prior to the identification of initial members of the limited liability company.
b x The amendment(s) was (were) duly adopted by the unanimous vote of the members of the limited liability company or was (were) adopted as otherwise provided in the limited liability company’s Articles of Organization or a written operating agreement.
| 4. | These articles will be effective upon filing, unless a date and/or time is specified: |
This the2nd day ofDecember,2009.
|
Lexcom Wireless, LLC |
| Name of Limited Liability Company |
|
/s/ John Fletcher |
| Signature |
Windstream Lexcom Communication, Inc. Manager By |
John Fletcher, EVP and Secretary |
| Type or Print Name and Title |
NOTES:
| 1. | Filing fee is $50. This document must be filed with the Secretary of State. |
| | | | |
| (Revised. January 2000) | | | | (Form L-17) |
| CORPORATIONS DIVISION | | P. O. BOX 29622 | | RALEIGH, NC 27626-0622 |
| | |
| | SOSID: 0594945 Date Filed: 12/7/2009 2:47:00 PM Elaine F. Marshall North Carolina Secretary of State C200933700283 |
State of North Carolina
Department of the Secretary of State
Limited Liability Company
AMENDMENT OF ARTICLES OF ORGANIZATION
Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.
| 10. | The name of the limited liability company is:Lexcom Wireless, LLC |
| 11. | The text of each amendment adopted is as follows (attach additional pages if necessary): |
| 12. | (Check either a or b, whichever is applicable) |
(a) The amendment(s) was (were) duly adopted by the unanimous vote of the organizers of the limited liability company prior to the identification of initial members of the limited liability company.
(b) x The amendment(s) was (were) duly adopted by the unanimous vote of the members of the limited liability company or was (were) adopted as otherwise provided in the limited liability company’s Articles of Organization or a written operating agreement.
| 13. | These articles will be effective upon filing, unless a date and/or time is specified: |
This the2ndday of December, 2009.
|
Lexcom Wireless, LLC |
| Name of Limited Liability Company |
|
/s/ John Fletcher |
| Signature |
Windstream Lexcom Communication, Inc. Manager by |
John Fletcher, EVP and Secretary |
| Type or Print Name and Title |
NOTES:
| 1. | Filing fee is $50. This document must be filed with the Secretary of State. |
| | | | |
| (Revised January 2000) | | | | (Form L-17,) |
| CORPORATIONS DIVISION | | P. O. BOX 29622 | | RALEIGH, NC 27626-0622 |
AMENDMENT OF ARTICLES OF ORGANIZATION
OF
LEXCOM WIRELESS, LLC
December 1, 2009
Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.
| A: | The name of the limited liability company is: Lexcom Long Distance, LLC. |
| 14. | The following amendment to the Articles of Organization of the liability was duly adopted by the sole member of the limited liability company on December 1, 2009, in the manner prescribed by Chapter 57C of the North Carolina General Statutes: |
Paragraph 1 of the Articles of Organization of the limited liability company is hereby deleted in its entirety and the following shall be inserted in lieu thereof:
| | 1. | The name of the limited liability company is: Windstream Lexcom Long Distance, LLC. |
| 15. | These Articles of Amendment will be effective upon filing. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Amendment of Articles of Organization as of the day and year first written above.
| | |
| LEXCOM WIRELESS, LLC |
|
Windstream Lexcom Communication, Inc. Manager by |
| |
| By: | | /s/ John Fletcher |
| Name: | | John P. Fletcher |
| Title: | | Executive Vice President, General Counsel and Secretary |
