EXHIBIT 3.25
STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
I certify that the attached 6 pages are true copies of records on file
with the Department of Community and Economic Development, Division of
Banking, Securities, and Corporations.
Edgar Blatchford
Commissioner
[SEAL] Certified by: Joy West
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Date: 8/15/03
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STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
INCORPORATION
BUSINESS CORPORATION
The undersigned, as Commissioner of Community and Economic Development
of the State of Alaska, hereby certifies that Articles of Incorporation
of
ACS MESSAGING, INC.
have been received in this office and have been found to conform to
law.
ACCORDINGLY, the undersigned, as Commissioner of Community and Economic
Development, and by virtue of the authority vested in me by law, hereby
issues this Certificate of Incorporation and attaches hereto the
original copy of the Articles of Incorporation.
IN TESTIMONY WHEREOF, I execute this
certificate and affix the Great Seal of the
State of Alaska on SEPTEMBER 6, 2000
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
Filed for Record
State for Alaska
SEP 06 2000
Department of Community
And Economic Development
ARTICLES OF INCORPORATION
OF
ACS MESSAGING, INC.
(An Alaska Business Corporation Incorporated
Under the Alaska Corporations Code: AS 10.06 et seq.)
The undersigned, a citizen of the State of Alaska and natural
person of the age of eighteen years or more, acting as incorporator of this
Corporation under the Alaska Corporations Code (Alaska Statute 10.06 et
seq.), does hereby adopt the following Articles of Incorporation for such
Corporation:
ARTICLE I. CORPORATE NAME
The name of the Corporation shall be ACS MESSAGING, INC.
(hereinafter referred to as the "Corporation").
ARTICLE II. CORPORATE EXISTENCE
The Corporation shall have perpetual duration.
ARTICLE III. PURPOSES AND POWERS
The purpose for which this Corporation is organized is to hold
telecommunications licenses issued by the Federal Communications Commission for
an affiliated company engaged in the business of providing telecommunications
services and equipment, and any other lawful act, business, trade, or activity
for which corporations may be organized under the Alaska Corporations Code.
The Corporation shall have the authority to engage in any and
all such activities as are incidental or conducive to the attainment of the
foregoing purpose or purposes of the Corporation and to exercise any and all
powers authorized or permitted under any laws that may be now or hereafter
applicable or available to the Corporation.
ARTICLE IV. ALIEN AFFILIATES
There are no alien affiliates of this Corporation.
ARTICLE V. SHARES
The aggregate number of shares which the Corporation may issue
shall be one thousand (1,000) shares of common stock.
ARTICLE VI. REGISTERED OFFICE AND AGENT
The name of the Corporation's initial registered agent and the
address of the initial registered office is:
CT Corporation
801 West 10th Street, Suite 300
Juneau, Alaska 99801
ARTICLE VII. DIRECTORS
The number of Directors constituting the Board of Directors of
the Corporation shall be determined in accordance with the provisions of the
Alaska Corporations Code and set out in the Bylaws of the Corporation.
ARTICLE VIII. DIRECTOR LIABILITY
Directors of the Corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for acts or omissions
that occur after the effective date of these Articles of Incorporation for the
breach of their fiduciary duty as a Director; provided, however, that such
exemption from liability shall not apply to (i) a breach of a Director's duty of
loyalty to the Corporation or its shareholders; (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) willful or negligent conduct involved in the payment of dividends or the
repurchase of stock from other than lawfully available funds; or (iv) a
transaction from which the Director derives an improper personal benefit.
ARTICLE IX. BYLAW AMENDMENTS
The Bylaws of the Corporation may be adopted, amended, or
repealed, in the manner prescribed by law, by approval of the Board of
Directors, except as otherwise provided by law.
ARTICLE X. INCORPORATOR
The name and address of the incorporator of this Corporation
is as follows:
Michelle Bittner
Alaska Communications Systems
510 L Street, Suite 500
Anchorage, Alaska 99501
Telephone: (907) 297-3087
Facsimile: (907) 297-3153
IN WITNESS WHEREOF, the undersigned, being the sole original
incorporator hereinabove named, has executed these Articles of Incorporation
this 31st day of August, 2000.
/s/ Michelle Bittner
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Michelle Bittner
VERIFICATION
I, Michelle Bittner, say on oath or affirm that I have read
the foregoing Articles of Incorporation of ACS MESSAGING, INC., and believe all
statements made in such Articles of Incorporation are true.
DATED this 31st day of August, 2000, at Anchorage, Alaska.
/s/ Michelle Bittner
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Michelle Bittner
SUBSCRIBED AND SWORN TO before me this 31st day of August,
2000, at Anchorage, Alaska.
/s/ Tiffany L. Dunn
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Notary Public for Alaska
My commission expires: 11-3-02
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The S.I.C Code for this Corporation is
4813 - Telephone Communications
[ACS LOGO]
September 1, 2000
Division of Corporations
Department of Community and Economic Development
State of Alaska
P.O. Box 110808
Juneau, Alaska 99811-0808
Re: Articles of Incorporation for ACS Messaging, Inc. and ACS
InfoSource, Inc.
Dear Sir or Madam:
I am the Assistant Secretary for the following existing Alaska
corporations: ACS of Alaska, Inc., ACS of Fairbanks, Inc., ACS of the Northland,
Inc., ACS Long Distance, Inc., ACS Wireless, Inc., ACS of Alaska License Sub,
Inc., ACS of Anchorage License Sub, Inc., ACS of Fairbanks License Sub, Inc.,
ACS of the Northland License Sub, Inc., ACS Wireless License Sub, Inc. and ACS
Television License Sub, Inc. In addition, I am the Assistant Secretary for the
following existing foreign corporations that may or may not be registered with
the State of Alaska: ACS of Anchorage, Inc., ACS Internet, Inc., Alaska
Communications Systems Holdings, Inc. and Alaska Communications Systems Group,
Inc.
Enclosed please find Articles of Incorporation to incorporate the
following new corporations: ACS Messaging, Inc. and ACS InfoSource, Inc. The
businesses of the new corporations will be similar to the businesses of the
existing corporations and all of the corporations are affiliated and part of the
same corporate group. Therefore, please be advised that the existing
corporations consent to the use of names that are similar to their own by the
new corporations, including to use of the name "ACS" by the new corporations.
Please don't hesitate to contact me if you have any questions or need
any additional information.
Sincerely,
/s/ Michelle Bittner
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Michelle S. Bittner
Assistant Secretary & Senior Attorney
Enclosures