Exhibit 3.1
HAWAIIAN TELEPHONE COMPANY
(The name of the corporation is changed to VERIZON HAWAII INC., effective July
5, 2000)
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CHARTER OF INCORPORATION
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With Amendments through July 5, 2000
CHARTER OF INCORPORATION
of
HAWAIIAN TELEPHONE COMPANY
(The name of the corporation is changed to VERIZON HAWAII INC., effective
July 5, 2000)
TO ALL TO WHOM THESE PRESENTS SHALL COME, I, CHAS. T. GULICK, Minister of the
Interior of the Kingdom of Hawaii, send greeting:
WHEREAS, HERMAN A. WIDEMANN, SAMUEL M. DAMON and ARCHIBALD S. CLEGHORN did
on the 25th day of July, in the year of our Lord 1883, file in the office of the
said Minister of the Interior a petition with accompanying proofs and
certificates in accordance with the requirements of the law for a Charter of
Incorporation for themselves, their associates and their successors under the
name of HAWAIIAN TELEPHONE COMPANY for the purpose of establishing telephonic
and telegraphic lines of communication upon and between the Islands of this
group, to establish telephonic exchanges when required, to rent telephones,
magnetic call bells and electric bells, also telephone and telegraph instruments
of all kinds, to establish a telephone fire alarm system when required, and to
do a general telephone and telegraph business throughout the entire Kingdom.
Now, THEREFORE, KNOW YE THAT pursuant to the tenor of that petition and by
and with the advice and consent of His Majesty the King in Privy Council, I do
hereby make, constitute and appoint the said HERMAN A. WIDEMANN, SAMUEL M. DAMON
and ARCHIBALD S. CLEGHORN and their associates and successors a body corporate
in perpetuity, under the corporate name and style of HAWAIIAN TELEPHONE COMPANY,
with all the rights, privileges, powers and immunities which now are and which
hereafter may be secured by law to incorporated joint stock companies, to have
succession by its corporate name in perpetuity, to sue and be sued, implead and
to be impleaded in such name in all the courts of the State of Hawaii, to make
and use a common seal and the same to alter at its pleasure.
1. The Corporation shall also have the power:
(a) To create, furnish and operate the means and medium for transmitting
intelligence, and to transmit intelligence from any point or points in the State
of Hawaii, to any other point or points in said State, and from any point or
points in said State to any other point or points beyond and outside of said
State, and from any point or points beyond said State to any point or points
within said State, and from any point or points outside of said State to any
other point or points outside of said State, by means of telegraphs, telephones,
cables, wireless telegraphy, radio, radio-telephone, radio-teletype; or by any
other means, medium, apparatus, or method, by means of or with the aid of
electricity; or by any other means, medium, apparatus or method, whether
heretofore or now discovered, invented and used, or which may hereafter be
discovered, invented or used; and whether operated or made use of by means of or
in connection with or by the aid of electricity, or by or through any other
force, power, energy, means or medium; and to collect, furnish, buy, sell,
lease, dispose of and use such intelligence, or transmit the same for others,
either for hire or otherwise;
(b) To acquire, create, produce, use, operate, buy, sell, lease, hire,
develop, transmit or deal in power and energy, in any form or condition in which
the same may be produced, created, handled, manifested, used or made available;
(c) To acquire, own, buy, hire, lease, hold, operate, maintain, develop,
use and occupy any and all land or lands, leases, leaseholds, franchise and
franchises, water, water rights, water privileges, easements, licenses or rights
of way, necessary, proper or convenient for any of the purposes or business of
this corporation, or incidental thereto;
(d) To make, acquire, own, buy, sell, deal in and with, hire, lease,
assign, build, construct, hold, install, operate and use any and all buildings,
patents and patent rights; power reduction and transmission machinery; conduits,
tunnels, pipes, cables, poles, wires, bridges; telephones and telephone
instruments, apparatus, equipment and appurtenances; telegraph, telephone and
cable instruments, apparatus, equipment and appurtenances; wireless telegraph
instruments, apparatus, equipment and appurtenances; and any and every other
machine, instrument, apparatus, equipment and appurtenance necessary, useful,
convenient or proper for use directly or indirectly in connection with any or
all of the purposes or business or this corporation or incidental thereto;
(e) To make contracts and transact any and all business with any other
person or persons, company or companies, corporation or corporations for the
transmission, dealing in, creation or handling by them, or for them, of
intelligence, or power, by or through each and every and any of the means,
medium, apparatus or methods, herein enumerated, or referred to, or for the
doing by or for them either directly or indirectly of any and every other act,
matter and thing herein declared to be a business, purpose or object of this
corporation or incidental thereto;
(f) To buy, sell, assign, hold, mortgage or otherwise hypothecate, or
dispose of the stock or stocks, bonds, debts, notes or other evidences of
indebtedness of this corporation or of any other person or persons, firm or
firms, corporation or corporations, whenever necessary, convenient or proper for
the purposes of this corporation, in the engaging in, carrying on, executing and
securing the full and complete enjoyment of this corporation of any and of all
the purposes, objects, rights, powers and privileges herein enumerated or
referred to, or incidental thereto;
(g) To enter into partnership with any person, firm, association or
corporation, one or more, for the carrying on of any or all of the purposes and
powers enumerated in this Charter;
(h) To borrow money and to incur indebtedness, without limitation as to
amount, and in excess of the capital stock of the corporation, and to secure the
repayment of the same and interest thereon and expenses incident thereto, and
the payment of other debts and obligations, by the issuance of bonds and the
execution and delivery of mortgages and trust mortgages on all or any part of
the franchises, assets and property, both real and personal of the corporation
and to pledge its own bonds as security for the repayment of the principal and
interest of any of its indebtedness;
(i) To import and export, to buy, sell and deal in all kinds of goods,
wares and merchandise and to carry on a general merchandise business; and
specifically without limitation to the generality of the foregoing, to buy,
sell, import, export and deal in all kinds of
electrical goods, appliances, radios, phonographs, sound reproduction equipment,
audio-visual devices, electronic devices, tubes, condensers and other parts, and
to service and manufacture all such goods and equipment;
(j) To buy, sell, lease, hire, assign, acquire, hold, own and use any other
property, estate right, power, privilege or franchise; and to maintain, operate,
conduct and transact any other business, act, matter or things, which may be
directly or indirectly, convenient, necessary or proper, to the engaging in,
carrying on, execution and full and complete enjoyment by this corporation of
any and all of the purposes, objects, rights, powers and privileges herein
enumerated or referred to, or incidental thereto;
(k) To effect any of the purposes mentioned in this Charter and to exercise
any powers so mentioned either directly or through the medium of the acquisition
and ownership of shares of stock of any other corporation or association and
holding and voting the same or otherwise exercising and enjoying the rights and
advantages incidental to such shares of stock, and if deemed desirable to
operate wholly or partially as a holding company through the acquisition and
ownership of shares of stock of any other corporation or association, whether or
not such shares of stock so acquired or owned by this corporation shall give to
this corporation control of such other corporation or association;
(l) To carry on any other lawful business whatsoever which may seem to the
corporation capable of being carried on in connection with the purposes and
powers set forth in this Charter or calculated directly or indirectly to promote
the interest of the corporation or to enhance the value of its properties; and
to have, enjoy and exercise all the rights, powers and privileges which are now
or which may hereafter be conferred upon similar corporations organized under
the laws of Hawaii;
(m) To appoint such officers and agents as the business of the corporation
shall require and to make By-Laws not in conflict with law or this Charter of
Incorporation;
(n) To make donations of property or money to benevolent or educational
institutions or associations, community funds, municipalities or public
charities or to public or private enterprises or purposes so far as it may deem
necessary or helpful in connection with the accomplishment of the purposes
herein stated or in the public or community interest.
2. The amount of the authorized capital stock of said corporation shall be
Four Hundred and Fifty Million Dollars ($450,000,000) consisting of 18,000,000
shares of Common Stock of the par value of $25 per share.
The corporation shall also have the power from time to time to issue two or
more classes of stock with the preferences, voting power, restrictions and
qualifications thereof fixed in the resolutions authorizing the issue thereof
and to provide that the par value of the shares of one class may be the same as
or different from the par value of the capital stock of any other class or
classes. The corporation shall have similar powers with respect to two or more
issues of stock within the same class.
The holders of the Common Stock of the corporation shall have no preemptive
rights to subscribe for any Preferred Stock of the corporation, now or hereafter
authorized, except that the holders of the Common Stock shall have preemptive
rights to subscribe for any Preferred Stock which is convertible into Common
Stock.
The Board of Directors of the corporation is authorized to determine the
consideration for which additional shares of Common or Preferred Stock shall be
issued. Nothing contained in this paragraph shall affect or impair, otherwise
than with respect to the purchase or subscription price, the preemptive right of
holders of Common Stock to purchase or subscribe for other shares of Common
Stock or other securities convertible into Common Stock upon the issuance
thereof for cash.
3. The officers of the Corporation shall be a Chairman of the Board & Chief
Executive Officer, a President, one or more Vice-Presidents, a Secretary, a
Treasurer, a Controller, and such other officers as may be provided for in the
Bylaws. One person may hold more than one office so long as there are at least
two (2) persons as officers of the Corporation. The officers shall be appointed
at such times, in such manner and for such terms as may be prescribed by the
Bylaws. No officer need be a shareholder of the Corporation.
4. There shall be a Board of Directors, of such number not less than three
(3) as shall be fixed by the Bylaws or as may be fixed or elected by the
stockholders from time to time, which shall have the exercise, conduct and
control of the corporate powers, business and property of the corporation. The
Chairman of the Board & Chief Executive Officer and the President shall be
members of the Board of Directors. At least one member of the Board of Directors
shall be a resident of the state of Hawaii. The members of the Board of
Directors need not be shareholders.
5. All of the property of the Corporation shall be liable for the debts of
the Corporation, but no shareholder shall be liable for the debts of the
Corporation beyond the amount which may be due and unpaid upon the share, or
shares, owned by him.
6. The said corporation is hereby vested with all the powers, privileges,
rights and immunities which now are or which hereafter may be secured by law to
joint stock companies, and especially all the powers, privileges, rights and
immunities mentioned in Chapter XLV of the Session Laws of 1874 entitled "An Act
for the encouragement and aid of any company ever incorporated or that may be
hereafter incorporated for the transmission of intelligence by electricity,"
provided always that the erection of the necessary poles and fixtures of the
corporation in the towns of this Kingdom shall be made with a due regard to the
public convenience, so far as respects their position and in this respect the
said corporation shall be subject to the supervision of the Minister of the
Interior or any person or body succeeding to his powers or duties, and further
provided that the wires used by the corporation shall if practicable be carried
underground within the limits of the town of Honolulu, but if it should be found
to be impracticable to use such underground communications, then cables shall be
used as far as possible to the exclusion of wires within a radius of half a mile
from the Fire Tower, and provided also that if the lines erected by the
corporation shall at any time on the prosecution of the Attorney General be
adjudged by any court of competent jurisdiction to be a public nuisance, and
such nuisance shall not be abated within a time to be fixed by such court, then
this Charter shall thereupon become void and is subject to the disqualification
declared by Chapter 31 of the Civil Code to be incidental thereto. The
enumeration of specific purposes and powers of this charter shall not be
construed to limit or restrict in any manner the scope of the general purposes
and powers of the corporation nor shall the expression of one thing be deemed to
exclude another although it be of like nature not expressed.
7. The corporation shall at all times provide and maintain in good order
and repair a telephone system of reasonable efficiency, with main lines and
telephones connecting the principal settled portions of the Island of Oahu. It
may erect, construct and maintain additional main lines and extensions thereof
and branch lines whenever in its opinion the public convenience requires, and
shall do so whenever in writing thereto requested by a subscriber or subscribers
for a telephone or telephones at regular rates for a period of not less than one
year, at the rate of one telephone for every 480 feet of longitudinal length of
the line proposed to be erected, such 480 feet to be measured from the nearest
main line or cable.
8. Upon any failure or refusal of the corporation to observe, perform or
comply with any lawful rule, regulation or requirements of the Superintendent of
Public Works, or the person or body succeeding to his powers or duties, or with
any provision of this Charter or of any license or authority permitting or
authorizing the corporation to use the public streets or other public property
or granting it other authority, the corporation may be compelled, by appropriate
proceedings instituted by said Superintendent or said other person or body, with
the approval of the Governor, in his or its name or the name of the State in a
proper court or courts, to observe, perform or comply with such rule,
regulation, requirement or provision; or if such failure or refusal is of so
substantial or serious a character as to seriously affect the general efficiency
of the telephone system herein provided for, the rights and powers, or any of
them, of the corporation under any such license or authority may be declared
forfeited by any appropriate court in any appropriate proceeding instituted for
the purpose, but the provisions of this Charter shall not be construed to
prevent or exclude the enforcement of any other remedy against said corporation
by any person, officer or body for any cause.
9. The corporation shall indemnify each present and future officer or
director of the corporation and each present and future officer or director of
any other corporation, whether or not also an officer or director of the
corporation, serving as such at the request of the corporation, against all
costs, expenses and liabilities, including the amounts of judgments, amounts
paid in compromise settlements, and amounts paid for services of counsel and
other related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of his being or having been such officer or director, or by
reason of any past or future action taken or authorized or approved by him or
any omission to act as such officer or director, whether or not he continues to
be such officer or director at the time of the incurring or imposition of such
costs, expenses, or liabilities, except such costs, expenses or liabilities as
shall relate to matters as to which he shall in such action, suit or proceeding
be finally adjudged to be, or shall be, liable by reason of his negligence or
wilful misconduct toward the corporation in the performance of his duties as
such officer or director. As to whether or not a director or officer was liable
by reason of negligence or wilful misconduct toward the corporation in the
performance of his duties as such officer or director, in the absence of such
final adjudication of the existence of such liability the Board of Directors and
each officer and director may conclusively rely upon an opinion of legal counsel
selected by or in the manner designated by the Board of Directors. The foregoing
right of indemnification shall not be exclusive of other rights as to which any
such officer or director may be entitled as a matter of law or otherwise, and
shall inure to the benefit of the heirs, executors, administrators and assigns
of each such officer or director.
Section 10. The Bylaws, and every part thereof, may, from time to time, and
at any time, be amended, altered, repealed, and new Bylaws may be adopted, by
the shareholders as prescribed in the Bylaws.
GIVEN UNDER MY HAND AND THE SEAL OF MY OFFICE this 16th day of August, A.D.
1883.
CHAS. T. GULICK,
Minister of the Interior