EXHIBIT 3.45
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 SERVICES, 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 MAY 4, 2001
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
Filed for Record
State of Alaska
MAY - 4 2001
Dept. of Community &
Economic Development
ARTICLES OF INCORPORATION
OF
ACS SERVICES, 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 SERVICES, 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
engage in any 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.
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ARTICLE V
SHARES
The aggregate number of shares which the Corporation may issue
shall be one thousand (1,000) shares of common stock having a par value of $.01
per share.
ARTICLE VI
REGISTERED OFFICE AND AGENT
The name of the Corporation's initial registered agent and the
address of the initial registered office are:
CT Corp.
801 West 10th Street, Suite 300
Juneau, Alaska 99801
ARTICLE VII
DIRECTORS
The number, qualifications, terms of office, manner of
election, time and place of meetings and powers and duties of the Directors
shall be prescribed in the Bylaws of the Corporation, provided, however, that
the names and addresses of the initial Directors are as follows, and they shall
serve until the first meeting of the shareholders and until their successors are
elected and qualified:
Charles E. Robinson Kevin P. Hemenway
510 L Street, Suite 500 510 L Street, Suite 500
Anchorage, Alaska 99501 Anchorage, Alaska 99501
Wesley E. Carson Leonard A. Steinberg
510 L Street, Suite 500 510 L Street, Suite 500
Anchorage, Alaska 99501 Anchorage, Alaska 99501
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
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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, either by approval of the
shareholders or the Board of Directors, except as otherwise provided by law.
ARTICLE X
INCORPORATOR
The name and address of the incorporator of this Corporation
are as follows:
Kathleen Tobin Erb
Birch, Horton, Bittner and Cherot
1127 West 7th Avenue
Anchorage, Alaska 99501
IN WITNESS WHEREOF, the undersigned, being the sole original
incorporator hereinabove named, has executed these Articles of Incorporation
this 3rd day of May, 2001.
/s/ Kathleen Tobin Erb
--------------------------------
Kathleen Tobin Erb, Incorporator
VERIFICATION
I, Kathleen Tobin Erb, say on oath or affirm that I have read
the foregoing Articles of Incorporation of ACS Services, Inc., and believe all
statements made in such Articles of Incorporation are true.
DATED this 4th day of May, 2001, at Anchorage, Alaska.
/s/ Kathleen Tobin Erb
--------------------------------
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SUBSCRIBED AND SWORN TO before me this 4th day of May, 2001,
at Anchorage, Alaska.
/s/ Roxane M. Montgomery
-------------------------------------
Notary Public in and for Alaska
My commission expires: 7/31/04
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The S.I.C. Code for this Corporation is
7389
Business Services, nec.
ARTICLES OF INCORPORATION
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