Exhibit 3.29
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/29/1995
950147887 - 2521000
CERTIFICATE OF INCORPORATION
OF
SEVEN CELLULAR CORPORATION
*****
FIRST: The name of the Corporation is Seven Cellular Corporation.
SECOND: The address of its registered office in the State of
Delaware is Corporation Trust Center. 1209 Orange Street. City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation Is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the state of Delaware as the same exists or may be
hereafter be amended ("Delaware Law").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 100, and the par value of each much share is
$1.00, amounting in the aggregate to $100.
FIFTH: The name and mailing address of the incorporator are:
NAME MAILING ADDRESS
---- ---------------
Richard D. Truesdell, Jr. 450 Lexington Avenue
New York, New York 10017
The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.
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SIXTH: The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until
their successors are elected and qualified are:
NAME MAILING ADDRESS
---- ---------------
Robert Price 45 Rockefeller Plaza
Suite 3201
New York, New York 10020
SEVENTH: The Board of Directors shall have the power to adopt, amend
or repeal the bylaws of the Corporation.
EIGHTH: Election of directors need not be by written ballot unless
the bylaws of the corporation so provide.
NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.
(2) (a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to. or
is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware Law. The right to
indemnification conferred in this ARTICLE NINTH shall also include the right
to be laid by the Corporation the expenses incurred in connection with any
such proceedIng in advance of its final disposition to the fullest extent
authorized by Delaware Law, The right to indemnification conferred in this
ARTICLE NINTH shall be a contract right.
(b) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the officers, employees and agents of the
Corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or
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was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss incurred by such
person in any much capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under Delaware Law.
(4) The rights and authority conferred in this ARTICLE NINTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
(5) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws
of the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE
NINTH in inspect of any acts or omissions occurring prior to such amendment,
repeal, adoption or modification.
TENTH: The Corporation reserves the right to amend this Certificate
of Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE NINTH,
all rights and powers conferred herein on stockholders, directors and
officers, if any, are subject to this deserved power.
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IN WITNESS WHEREOF, I have hereunto signed my name this 29th day of
June, 1995.
/s/ Richard D. Truesdell, Jr.
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Richard D. Truesdell, Jr.
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SEVEN CELLULAR CORPORATION
Seven cellular Corporation, a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
1. The amendment to the Corporations Certificate of Incorporation
set forth below was duly adopted in accordance with the provisions of Section
242 and has been consented to in writing by the sole stockholder, in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
2. Article FIRST of the Corporation's Certificate of Incorporation,
which sets forth the name of the Corporation, is hereby amended to read in
its entirety as follows:
FIRST: The name of the Corporation is ACC of Ohio Corporation.
IN WITNESS WHEREOF, Seven Cellular Corporation has caused this
Certificate to be executed by its duly authorized officer on this 14th day of
December, 1998.
SEVEN CELLULAR CORPORATION
By: /s/ James J. Walter Jr.
---------------------------------
Name: James J. Walter Jr.
Title: Vice-President/Chief
Financial Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/14/1998
981480211 - 2521000
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/09/1999
991139345 - 2521000
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 OHIO 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 OHIO CORPORATION
/s/ Keith E. Mathews
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By: KEITH E. MATHEWS