Exhibit 3.17
CERTIFICATE OF INCORPORATION
OF
CELLULAR INFORMATION SYSTEMS INTERNATIONAL, INC.
1. The name of the corporation is:
CELLULAR INFORMATION SYSTEMS INTERNATIONAL, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is Three Thousand (3,000) all of such shares shall be
without par value.
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written
ballot.
6. The name and mailing address of the incorporator is:
T. L. Ford
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 24th day of July, 1989.
/s/ T. L. Ford
-----------------------------------
T. L. Ford
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/15/1994
944254589 - 2202972
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****
Cellular Information Systems International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
written consent of its member, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation;
RESOLVED, that the Certificate of Incorporation of Cellular
Information Systems International, Inc. be amended by changing the First
article thereof so that, as amended, said Article shall be and read as
follows: "The name of the corporation (which is herein after referred to as
the "Corporation") is; Bunyon Cellular Corporation."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Cellular Information Systems International,
Inc. has Caused this certificate to be signed by ROBERT PRICE, its president
and attested by Lisa Perkin, its Assistant Secretary this 15th day of
December, 1994.
By /s/ Robert Price
----------------------------
President
ATTEST:
By: /s/ Lisa Perkin
----------------------------
Assistant Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981510712 - 2202972
CERTIFICATE OF MERGER
OF
DULUTH/SUPERIOR CELLULAR, INC. AND
MINNESOTA SIX CELLULAR CORPORATION
INTO
BUNYON CELLULAR CORPORATION
(Under Section 252 of the General
Corporation Law of the State of Delaware)
The undersigned corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, 8 Del.
C. Section 101, et seq. (the "GCL"),
DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of
each of the constituent corporations (collectively, the "Constituent
Corporations") which is to merge are as follows:
Jurisdiction of
Name Formation or Organization
---- -------------------------
Duluth/Superior Cellular, Inc. Minnesota
Minnesota Six Cellular Corporation Louisiana
Bunyon Cellular Corporation Delaware
SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the Constituent Corporations
in accordance with Section 252(c) of the GCL.
THIRD: The name of the surviving corporation is Bunyon Cellular
Corporation which will continue in existence as said surviving corporation
under the name ACC of Minnesota Corporation upon the effective date of the
merger.
FOURTH: The Certificate of Incorporation of Bunyon Cellular
Corporation is to be amended by reason of the merger by deleting paragraph 1
thereof, relating to the name of the surviving corporation, and substituting
in lieu thereof the following paragraph 1:
1. The name of the corporation is: ACC of Minnesota Corporation.
and said Certificate of Incorporation, as so amended, shall continue to be the
certificate of Incorporation of said surviving corporation.
FIFTH: The merger of the Constituent Corporations shall be effective
on December 31, 1998 at 11:59 p.m., Eastern Standard Time.
SIXTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 224 East Central
Entrance, Duluth, Minnesota 55811-5576.
SEVENTH: A copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of the Constituent corporations.
EIGHTH: The authorized capital stock of Duluth/Superior Cellular,
Inc., a Minnesota corporation, consists of 1,000,000 shares of common stock
withOut par value and the authorized capital stock of Minnesota Six Cellular
Corporation a Louisiana corporation, consists of 100 shares of common stock
without par value.
Executed on this 31st day of December, 1998.
BUNYON CELLULAR CORPORATION
By: /s/ John Fujii
---------------------------------------
Name: John Fujii
Title: Chief Executive Officer
-2-
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/08/1999
991139351 - 2202972
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is ACC OF MINNESOTA CORPORATION.
2. The registered office of the corporation within the State
of Delaware is hereby changed to 9 East Loockerman Street, City of Dover
19901, County of Kent.
3. The registered agent of the Corporation within the State of
Delaware is hereby changed to National Registered Agents, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The Corporation has authorized the changes hereinbefore set
forth by resolution of its Board of Directors.
Signed on March 23, 1999 ACC OF MINNESOTA CORPORATION
/s/ Keith E. Mathews
--------------------------------------
By: Keith E. Mathews