EXHIBIT 3.39
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: /s/ 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 WIRELESS LICENSE SUB, 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
AUGUST 11, 2000
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
Filed for Record
State for Alaska
AUG 11 2000
Department of Community
And Economic Development
ARTICLES OF INCORPORATION
OF
ACS WIRELESS LICENSE SUB, 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 WIRELESS LICENSE SUB, 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 9th 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 WIRELESS LICENSE SUB, INC., and
believe all statements made in such Articles of Incorporation are true.
DATED this 9th day of August, 2000, at Anchorage, Alaska.
/s/ Michelle Bittner
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Michelle Bittner
SUBSCRIBED AND SWORN TO before me this 9th 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
The S.I.C. Code for this Corporation is
4810 - Telephone Communications
[ACS LOGO]
August 9, 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 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., ACS Long Distance License Sub, Inc. and ACS Television
License Sub, 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. and ACS Wireless, 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 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., ACS Long Distance License
Sub, Inc. and ACS Television License Sub, 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, call if there are any questions or concerns about
this transaction.
Sincerely,
/s/ Michelle S. Bittner
Michelle S. Bittner
Assistant Secretary & Senior Attorney
Enclosures