EXHIBIT 3.17
STATE OF ALASKA
DEPARTMENT OF COMMERCE AND ECONOMIC
DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
AMENDMENT
BUSINESS CORPORATION
The undersigned, as Commissioner of Commerce and Economic Development of the
State of Alaska, hereby certifies that Articles of Amendment to the Articles of
Incorporation, duly signed and verified pursuant to the provisions of the Alaska
Corporations Code, have been received in this office and have been found to
conform to law.
ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic
Development, and by virtue of the authority vested in me by law, hereby issues
this Certificate of Amendment to the Articles of Incorporation of
MACTEL INC.
and attaches hereto the original copy of the Articles of Amendment.
IN TESTIMONY WHEREOF, I execute this
certificate and affix the Great Seal of
the State of Alaska on MAY 24, 1999.
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Commerce
and Economic Development
Filed for Record
State of Alaska
MAY 24 1999
Dept. of Commerce &
Economic Development
ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
MACTEL, INC.
Pursuant to Section 10.06.502 et seq. of the Alaska
Corporations Code, MACtel, Inc. hereby adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE I.
The name of the corporation shall be MACtel, Inc.
ARTICLE II.
Section 3, Article VIII of the Articles of Incorporation is
deleted and the following provision is inserted in its place:
SECTION 3. This corporation my enter into contracts
and otherwise transact business as vendor, purchaser, or
otherwise, with its directors, officers, and shareholder(s)
and with corporations, associations, firms and entities in
which they are or may be or become interested as directors,
officers, shareholders, members or otherwise.
ARTICLE III.
This amendment was approved by the Board of Directors on May
14,1999, and by the sole shareholder at a special meeting called for that
purpose on May 14,1999.
ARTICLE IV.
The number of shares outstanding and entitled to vote is
1,000.
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF MACTEL, INC.
Page 1 of 2
ARTICLE V.
The number of shares voting for the amendment was 1,000; no
shares voted against the amendment.
IN WITNESS WHEREOF, the undersigned, have executed these
Articles of Amendment this 20th day of May, 1999.
MACTEL, INC.
By: /s/ Michael E. Holmstrom
-----------------------------
MICHAEL E. HOLMSTROM
Its: Senior Vice President
By: /s/ Ruth C. Sandstrom
-----------------------------
RUTH C. SANDSTROM
Its: Assistant Secretary
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF MACTEL, INC.
Page 2 of 2
STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND ECONOMIC
DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
MERGER
BUSINESS CORPORATION
The undersigned, as Commissioner of Community and Economic Development of the
State of Alaska, hereby certifies that Articles of Merger, duly signed and
verified pursuant to the provisions of the Alaska Corporations Code, 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 Merger of
PRUDHOE COMMUNICATIONS, INC.
AND
MACTEL FAIRBANKS, INC.
INTO
MACTEL INC.
and attaches hereto the original copy of the Articles of Merger.
IN TESTIMONY WHEREOF, I execute this
certificate and affix the Great Seal of
the State of Alaska on JULY 29, 1999
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
AGREEMENT AND PLAN OF MERGER
THIS MERGER AGREEMENT ("Agreement") is dated as of July 27, 1999 by and
among MACtel Fairbanks, Inc., an Alaska corporation ("MFI"), Prudhoe
Communications, Inc., an Alaska corporation ("PCI") and MACtel, Inc., an Alaska
corporation ("MACtel") (the "Constituent Corporations").
WHEREAS, MFI has issued and has outstanding shares of capital stock
consisting of 1,000 shares of common stock, and MACtel owns all outstanding
shares;
WHEREAS, PCI has issued and has outstanding shares of capital stock
consisting of 2,667 shares of common stock, and MACtel owns all outstanding
shares;
WHEREAS, MACtel has issued and has outstanding shares of capital stock
consisting of 1,000 shares of common stock, and
WHEREAS, the respective Boards of Directors of MFI, PCI and MACtel have
authorized this Agreement;
NOW THEREFORE, it is agreed that, in accordance with the applicable
provisions of AS 10.06.530-582, and other applicable law, MFI and PCI shall be
merged with and into MACtel; MACtel shall be the surviving corporation of such
merger and the mode of carrying such merger into effect and the manner of
converting the shares of the Constituent Corporations shall be as follows:
1. EFFECTIVE DATE. At the Effective Date (as hereinafter defined), MFI
and PCI shall
Exhibit "A"
Page 1 of 3
MACtel Plan of Merger (MFI and PCI)
be merged (the "Merger") with and into MACtel (the "Surviving Corporation").
Following the Merger, the separate existence of MFI and PCI shall cease. The
Merger shall become effective on July 31, 1999.
2. BOARD OF DIRECTORS. The Board of Directors and Officers of MFI and
PCI at and as of the Effective Date shall be the Board of Directors and Officers
of the Surviving Corporation.
3. ARTICLES OF INCORPORATION. At and as of the Effective Date, the
Articles of Incorporation of the Surviving Corporation shall be in effect,
attached hereto as Exhibit A. The Bylaws of MACtel as in effect immediately
prior to the Effective Date shall be the Bylaws of the Surviving Corporation.
4. EFFECTS OF MERGER. The Merger will have the effects set forth in AS
10.06.560 and this Agreement. The Officers of the Surviving Corporation may, in
the name of MFI and PCI, execute and deliver all such deeds, assignments and
other instruments and take or cause to be taken all such further or other action
as they may deem necessary or desirable in order to vest, perfect or confirm in
the Surviving Corporation title to and possession of all of MFI and PCI
property, rights, privileges, immunities, powers, purposes, and otherwise to
carry out the purposes of this Agreement.
5. CONVERSION OF SHARES. Each share of the common stock of MFI and PCI,
which shall be issued and outstanding as of the Effective Date, shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
cancelled.
6. TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the Merger may be abandoned at any time on or before the Effective Date by the
mutual consent of
Exhibit "A"
Page 2 of 3
MACtel Plan of Merger (MFI and PCI)
the respective Board of Directors of MFI, PCI and MacTel.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed as of the date first above written.
MACTEL, INC. MACTEL FAIRBANKS, INC.
By: /s/ F. Scott Davis By: /s/ F. Scott Davis
-------------------------------- --------------------------------
F. Scott Davis F. Scott Davis
President & Chief Operating Officer President & Chief Operation Officer
ATTEST: ATTEST:
/s/ Donn T. Wonnell /s/ Donn T. Wonnell
- ------------------------------------ ------------------------------------
Donn T. Wonnell Donn T. Wonnell
Vice President & Secretary Vice President & Secretary
PRUDHOE COMMUNICATIONS, INC.
By: /s/ F. Scott Davis
--------------------------------
F. Scott Davis
President & Chief Operating Officer
ATTEST:
/s/ Donn T. Wonnell
- ------------------------------------
Donn T. Wonnell
Vice President & Secretary
Exhibit "A"
Page 3 of 3
MACtel Plan of Merger (MFI and PCI)
ARTICLES OF MERGER
OF
MACTEL FAIRBANKS, INC. AND PRUDHOE COMMUNICATIONS, INC.
INTO
MACTEL, INC.
Pursuant to the provisions of AS 10.06.556, the undersigned corporation
adopts the following Articles of Merger:
1. The plan of merger is as follows: Effective as of July 31, 1999 Mactel
Fairbanks, Inc., an Alaska corporation ("MFI") and Prudhoe
Communications, Inc., an Alaska corporation ("PCI") will merge into
Mactel, Inc., an Alaska corporation ("MI").
2. MFI has issued and has outstanding shares of capital stock consisting
of 1,000 shares of common stock, and MacTel owns all outstanding
shares.
3. PCI has issued and has outstanding shares of capital stock consisting
of 2,667 shares of common stock, and MI owns all outstanding shares.
4. MI mailed the Agreement and Plan of Merger among MFI, PCI, and MI,
attached as Exhibit A to these Articles to the shareholders of MFI and
PCI on 7/28/99.
Dated:
MACTEL, Inc.
By: /s/ F. Scott Davis
------------------------------------
F. Scott Davis
President & Chief Operating Officer
By: /s/ Donn T. Wonnell
------------------------------------
Donn T. Wonnell
Secretary
Filed for Record
State of Alaska
JUL 29 1999
Department of Community
And Economic Development
MACTEL INC.
ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF MEETING
The undersigned, being all the members of the Board of Directors of MACtel Inc.,
an Alaskan Corporation (the "Corporation"), do hereby take the following actions
by unanimous written consent, in lieu of a meeting of the Board, pursuant to AS
10.06.223 and 10.06.475.
RESOLVED that the Agreement and Plan of Merger among the Corporation, MACtel
Fairbanks Inc., and Prudhoe Communications Inc., attached as Exhibit A, is
approved.
RESOLVED that the Agreement and Plan of Merger between the Corporation and
Pacific Telecomm Cellular of Alaska Inc., attached as Exhibit B, is approved.
RESOLVED that the Secretary of the Corporation is directed to file this consent
with the minutes of proceedings of the Board of Directors.
Dated: July 28, 1999 /s/ Charles E. Robinson
-------------- ----------------------------------------
CHARLES E. ROBINSON
Dated: July 28, 1999 /s/ F. Scott Davis
-------------- ----------------------------------------
F. SCOTT DAVIS
Dated: July 28, 1999 /s/ Wesley E. Carson
-------------- ----------------------------------------
WESLEY E. CARSON
Dated: July 28, 1999 /s/ Michael E. Holmstrom
-------------- ----------------------------------------
MICHAEL E. HOLMSTROM
STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
MERGER
BUSINESS CORPORATION
The undersigned, as Commissioner of Community and Economic Development of the
State of Alaska, hereby certifies that Articles of Merger, duly signed and
verified pursuant to the provisions of the Alaska Corporations Code, 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 Merger of
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
INTO
MACTEL INC.
and attaches hereto the original copy of the Articles of Merger.
IN TESTIMONY WHEREOF, I execute this
certificate and affix the Great Seal of
the State of Alaska on DECEMBER 28,
1999.
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
Filed for Record
State of Alaska
JAN 04 2000
Department of Community
And Economic Development
ARTICLES OF MERGER
OF
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
INTO
MACTEL, INC.
Pursuant to the provisions of AS 10.06.556, the undersigned corporation
adopts the following Articles of Merger:
1. The plan of merger is as follows: Effective as of December 31, 1999
Pacific Telecom Cellular of Alaska, Inc., an Alaska corporation
("PTCI") will merge into Mactel, Inc., an Alaska corporation
("MacTel").
2. PTCI Has issued and has outstanding shares of capital stock consisting
of 100 shares of common stock, and MacTel owns all outstanding shares.
3. MacTel mailed the Agreement and Plan of Merger between MacTel and PTCI,
attached as Exhibit A to these Articles to the shareholder of PTCI on
12/28/99.
Dated:
MACTEL, Inc.
By: /s/ F. Scott Davis
---------------------------------
F. Scott Davis
President & Chief Operating Officer
By: /s/ Donn T. Wonnell
---------------------------------
Donn T. Wonnell
Secretary
AGREEMENT AND PLAN OF MERGER
THIS MERGER AGREEMENT ("Agreement") is dated as of July 27, 1999 by
and among Pacific Telecom Cellular of Alaska, Inc., an Alaska corporation
("PTCI") and MACtel, Inc., an Alaska corporation ("MACtel") (the "Constituent
Corporations").
WHEREAS, PTCI has issued and has outstanding shares of capital stock
consisting of 100 shares of common stock, and MACtel owns all outstanding
shares;
WHEREAS, MACtel has issued and has outstanding shares of capital stock
consisting of 1,000 shares of common stock, and
WHEREAS, the respective Boards of Directors of PTCI and MACtel have
authorized this Agreement;
NOW THEREFORE, it is agreed that, in accordance with the applicable
provisions of AS 10.06.530-582, and other applicable law, PTCI shall be merged
with and into MACtel; MACtel shall be the surviving corporation of such merger
and the mode of carrying such merger into effect and the manner of converting
the shares of the Constituent Corporations shall be as follows:
1. EFFECTIVE DATE. At the Effective Date (as hereinafter
defined), PTCI shall be merged (the "Merger") with and into MACtel (the
"Surviving Corporation"). Following the Merger, the separate existence of PTCI
shall cease. The Merger shall become effective on December 31, 1999 pursuant to
AS 10.06.560.
Exhibit "B"
Page 1 of 3
MACtel Plan of Merger (PTCI)
2. BOARD OF DIRECTORS. The Board of Directors and Officers of
PTCI at and as of the Effective Date shall be the Board of Directors and
Officers of the Surviving Corporation.
3. ARTICLES OF INCORPORATION. At and as of the Effective Date,
the Articles of Incorporation of the Surviving Corporation shall be in effect,
attached hereto as Exhibit A. The Bylaws of MACtel as in effect immediately
prior to the Effective Date shall be the Bylaws of the Surviving Corporation.
4. EFFECTS OF MERGER. The Merger will have the effects set forth
in AS 10.06.560 and this Agreement. The Officers of the Surviving Corporation
may, in the name of PTCI, execute and deliver all such deeds, assignments and
other instruments and take or cause to be taken all such further or other action
as they may deem necessary or desirable in order to vest, perfect or confirm in
the Surviving Corporation title to and possession of all of PTCI property,
rights, privileges, immunities, powers, purposes, and otherwise to carry out the
purposes of this Agreement.
5. CONVERSION OF SHARES. Each share of the common stock of PTCI,
which shall be issued and outstanding as of the Effective Date, shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
cancelled.
6. TERMINATION AND ABANDONMENT. This Agreement may be terminated
and the Merger may be abandoned at any time on or before the Effective Date by
the mutual consent of the respective Board of Directors of PTCI and MACtel.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
Exhibit "B"
Page 2 of 3
MACtel Plan of Merger (PTCI)
MACTEL, INC.
By: /s/ F. Scott Davis
--------------------------------------
F. Scott Davis
President & Chief Operating Officer
ATTEST:
/s/ Donn T. Wonnell
- ------------------------------------------
Donn T. Wonnell
Vice President & Secretary
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
By: /s/ F. Scott Davis
---------------------------------------
F. Scott Davis
President & Chief Operating Officer
ATTEST:
/s/ Donn T. Wonnell
- ------------------------------------------
Donn T. Wonnell
Vice President & Secretary
Exhibit "B"
Page 3 of 3
MACtel Plan of Merger(PTCI)
MACTEL INC.
ACTION BY UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF MEETING
The undersigned, being all the members of the Board of Directors of MACtel Inc.,
an Alaskan Corporation (the "Corporation"), do hereby take the following actions
by unanimous written consent, in lieu of a meeting of the Board, pursuant to AS
10.06.223 and 10.06.475.
RESOLVED that the Agreement and Plan of Merger among the Corporation, MACtel
Fairbanks Inc., and Prudhoe Communications Inc., attached as Exhibit A, is
approved.
RESOLVED that the Agreement and Plan of Merger between the Corporation and
Pacific Telecomm Cellular of Alaska Inc., attached as Exhibit B, is approved.
RESOLVED that the Secretary of the Corporation is directed to file this consent
with the minutes of proceedings of the Board of Directors.
Dated: July 28, 1999 /s/ Charles E. Robinson
------------- --------------------------------
CHARLES E. ROBINSON
Dated: July 28, 1999 /s/ F. Scott Davis
------------- --------------------------------
F. SCOTT DAVIS
Dated: July 28, 1999 /s/ Wesley E. Carson
------------- --------------------------------
WESLEY E. CARSON
Dated: July 28, 1999 /s/ Michael E. Holmstrom
------------- --------------------------------
MICHAEL E. HOLMSTROM
STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
AMENDMENT
BUSINESS CORPORATION
The undersigned, as Commissioner of Community and Economic Development of the
State of Alaska, hereby certifies that Articles of Amendment to the Articles of
Incorporation, duly signed and verified pursuant to the provisions of the Alaska
Corporations Code, 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 Amendment to the Articles of Incorporation of
MACTEL INC.
and attaches hereto the original copy of the Articles of Amendment changing the
corporate name to
ACS WIRELESS, INC.
IN TESTIMONY WHEREOF, I execute this certificate and
affix the Great Seal of the State of Alaska on
JANUARY 28, 2000.
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Community
and Economic Development
Filed for Record
State of Alaska
JAN 28 2000
Department of Community
And Economic Development
ARTICLES OF AMENDMENT
OF
MACTEL, INC.
Pursuant to AS 10.06.502, et seq., MACtel, Inc., hereby adopts
the following Articles of Amendment to the Articles of Incorporation.
ARTICLE 1.
The name of the Corporation is MACtel, Inc.
ARTICLE 2.
The amendment adopted is to change the name of the Corporation
to ACS Wireless, Inc.
ARTICLE 3.
The Board of Directors of the Corporation approved the
amendment on the 19th day of January, 2000. The sole shareholder of the
Corporation approved the amendment on the 19th day of January, 2000.
ARTICLE 4.
There are 1000 shares outstanding in the Corporation, and 1000
shares entitled to vote.
ARTICLE 5.
There are 1000 outstanding shares in the Corporation. Alaska
Communications Systems Holdings, Inc., owner of 1000 shares, voted for the
amendment.
DATED this______day of January, 2000.
MACtel, INC.
By: /s/ F. Scott Davis
--------------------
Its: President
ARTICLES OF AMENDMENT Page 1
By: /s/ Donn T. Wonnell
----------------------------------
Its: Secretary
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
We, F. Scott Davis and Donn T. Wonnell, say on oath or affirm
that we are the President and Secretary, respectively, of MACtel, INC., and are
authorized to act on behalf of said corporation. We have read the foregoing
document and believe all statements made in the document are true.
/s/ F. Scott Davis
--------------------------------------
F. Scott Davis
/s/ Donn T. Wonnell
--------------------------------------
Donn T. Wonnell
SUBSCRIBED and SWORN TO before me by F. Scott Davis this 19th
day of January, 2000.
JULIE L. AUNE, NOTARY PUBLIC /s/ Julie L. Aune
STATE OF ALASKA --------------------------------------
MY COMMISSION EXPIRES: JAN. 31, 2001 Notary Public in and for Alaska
My commission expires: 1/31/01
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SUBSCRIBED and SWORN TO before me Donn T. Wonnell this 19th
day of January, 2000.
/s/ Tiffany L. Dunn
--------------------------------------
Notary Public in and for Alaska
My commission expires: 11-3-02
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ARTICLES OF AMENDMENT Page 2