EXHIBIT 3.23
DELAWARE
PAGE 1
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "ACS INTERNET, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIFTH DAY OF MAY, A.D.
1999, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-SEVENTH DAY OF MAY, A.D. 1999,
AT 4:30 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF MAY, A.D. 1999,
AT 4:30 O'CLOCK P.M.
CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "INTERNET ALASKA, INC."
TO "ACS INTERNET, INC.", FILED THE EIGHTH DAY OF APRIL, A.D. 2002, AT 10:53
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL] /s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 2581057
DATE: 08-13-03
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/25/1999
991209144 - 3047654
CERTIFICATE OF INCORPORATION
OF
INTERNET ALASKA, INC.
ARTICLE 1. NAME
The name of the corporation is Internet Alaska, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation is
Corporation Trust Center, 1029 Orange Street, Wilmington, County of New
Castle, State of Delaware 19805, and the name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE 4. SHARES
The total authorized stock of the corporation shall consist of
1,000,000 shares of common stock having a par value of $.001 per share ("COMMON
STOCK") and 500,000 shares of preferred stock having a par value of $.001 per
share ("PREFERRED STOCK"). Authority is hereby expressly granted to the Board of
Directors to fix by resolution or resolutions any of the designations and the
powers, preferences and rights, and the qualifications, limitations or
restrictions which are permitted by Delaware General Corporation Law in respect
of any class or classes of stock or any series of any class of stock of the
corporation. The corporation shall from time to time in accordance with the laws
of the State of Delaware increase the authorized amount of its Common Stock if
at any time the number of shares of Common Stock remaining unissued and
available for issuance shall not be sufficient to permit the conversion of the
Preferred Stock. The Preferred Stock shall be divided into any number of series
as designated from time to time by the Board of Directors.
ARTICLE 5. INCORPORATOR
The name and mailing address of the incorporator are as follows:
Christopher D. Cyphers
1029 West Third Avenue, Suite 300
Anchorage, Alaska 99501
ARTICLE 6. DIRECTORS
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The names and mailing addresses
of the persons who are to serve as Directors until the first annual meeting of
stockholders or until their successors are elected and qualify are:
Michael D. Jalons
Internet Alaska, Inc.
4050 Lake Otis Parkway
Anchorage, Alaska 99508
Steve Dunlap
DigiTech Solutions Alaska, LLC
11900 Industry Way, Suite 4
Anchorage, Alaska 99515
The number of Directors of the corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.
ARTICLE 7. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of the corporation; provided, however, the Board of Directors may not
repeal or amend any Bylaw that the stockholders have expressly provided may not
be amended or repealed by the Board of Directors. The stockholders shall also
have the power to adopt, amend or repeal the Bylaws of the corporation.
ARTICLE 8. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of the corporation.
ARTICLE 9. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of the corporation.
ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION
The corporation reserves the right to amend or repeal, by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote, any of the provisions contained in this Certificate of Incorporation.
The rights of the stockholders of the corporation are granted subject to this
reservation.
ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a Director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director. Any amendment to or repeal of this
Article 10 shall not adversely affect any right or protection of a Director of
the corporation for or with respect to any acts or omissions of such Director
occurring prior to such amendment or repeal.
-2-
ARTICLE 12. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Only action properly brought before the stockholders by or at the
direction of the Board of Directors may be taken without a meeting, without
prior notice and without a vote, if a written consent setting forth the action
so taken is signed by the holders of outstanding shares of capital stock
entitled to be voted with respect to the subject matter thereof having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
ARTICLE 13. SPECIAL MEETINGS OF STOCKHOLDERS
The Chairman of the Board of Directors, the Chief Executive Officer,
the President or the Board of Directors may call special meetings of the
stockholders for any purpose. A special meeting of the stockholders shall be
held if the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.
ARTICLE 14. BUSINESS COMBINATIONS WITH INTERESTED
STOCKHOLDERS
The corporation expressly elects not to be governed by Section 203(a)
of Title 8 of the Delaware General Corporation Law.
I, Christopher D. Cyphers, being the incorporator hereinbefore named
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly I have hereunto set my hand this 25th day of May, 1999.
/s/ Christopher D. Cyphers
------------------------------------
Christopher D. Cyphers, Incorporator
-3-
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/27/1999
991214798 - 3047654
CERTIFICATE OF MERGER
OF
DIGITECH SOLUTIONS ALASKA, LLC
(AN ALASKA LIMITED LIABILITY COMPANY)
AND
INTERNET ALASKA, INC.
(A DELAWARE CORPORATION)
In accordance with Section 264 of the Delaware General Corporation Law,
Internet Alaska, Inc., a Delaware corporation, does hereby certify as follows:
1. The name and state of domicile of the constituent entities are
DigiTech Solutions Alaska, LLC, an Alaska limited liability company, and
Internet Alaska, Inc., a Delaware corporation.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent entities in
accordance with Section 264(c) of the Delaware General Corporation Law.
3. The name of the surviving corporation is Internet Alaska, Inc.
4. The surviving corporation, Internet Alaska, Inc., will be a
Delaware corporation and its Certificate of Incorporation as currently filed
with the Secretary of State of the State of Delaware shall be the certificate of
incorporation of the surviving corporation.
5. The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, 4050 Lake Otis
Parkway, Anchorage, Alaska 99508.
6. A copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without cost, to any stockholder of
the constituent corporation or any member of the constituent limited liability
company.
IN WITNESS WHEREOF, the undersigned has signed his name and affirmed
that this instrument is the act and deed of the corporation and that the
statements herein are true, under penalties of perjury, this 26 day of May,
1999.
INTERNET ALASKA, INC.
By: /s/ Steve Dunlap, President
---------------------------
Steve Dunlap, President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/28/1999
991224593 - 3047654
CERTIFICATE OF MERGER
OF
INTERNET ALASKA, INC.
(A DELAWARE CORPORATION)
AND
INTERNET ALASKA, INC.
(AN ALASKA CORPORATION)
In accordance with Section 252 of the Delaware General Corporation Law,
Internet Alaska, Inc., a Delaware corporation, does hereby certify as follows:
1. The name and state of incorporation of the constituent
corporations are Internet Alaska, Inc., an Alaska corporation, and Internet
Alaska, Inc., a Delaware corporation.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 252(c) of the Delaware General Corporation Law.
3. The name of the surviving corporation is Internet Alaska, Inc.
(the Delaware corporation).
4. The surviving corporation, Internet Alaska, Inc., will be a
Delaware corporation and its Certificate of Incorporation as currently filed
with the Secretary of State of the State of Delaware shall be the certificate of
incorporation of the surviving corporation.
5. The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, 4050 Lake Otis
Parkway, Anchorage, Alaska 99508.
6. A copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without cost, to any stockholder of
either constituent corporation.
7. The authorized capital stock of Internet Alaska Inc., an
Alaska corporation, is 600,000 shares of Class A common stock and 100,000 shares
of Class B common stock. All of the outstanding shares of Internet Alaska, Inc.,
an Alaska corporation, voted in favor of the merger.
IN WITNESS WHEREOF, the undersigned has signed his name and affirmed
that this instrument is the act and deed of the corporation and that the
statements herein are true, under penalties of perjury, this 26 day of May,
1999.
INTERNET ALASKA, INC.
By /s/ Steve Dunlap, President
---------------------------
Steve Dunlap, President
-2-
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:53 AM 04/08/2002
020236651 - 3047654
CERTIFICATE OF MERGER
OF
ACS INTERNET, INC.
(A DELAWARE CORPORATION)
AND
INTERNET ALASKA, INC.
(A DELAWARE CORPORATION)
In accordance with Section 251 of the Delaware General Corporation Law,
Internet Alaska, Inc., a Delaware corporation, does hereby certify that:
1. The names and states of domicile of the constituent entities
the "Constituent Entities") are ACS Internet, Inc., a Delaware corporation, and
Internet Alaska, Inc., a Delaware corporation.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the Constituent Entities in
accordance with Section 251 of the Delaware General Corporation Law.
3. The name of the surviving corporation is Internet Alaska, Inc.
4. The surviving corporation, Internet Alaska, Inc., will be a
Delaware corporation and its Certificate of Incorporation as currently filed
with the Secretary of State of Delaware shall be, subject to the following
amendments, the Certificate of Incorporation of the surviving corporation:
a. Article I of the Certificate of Incorporation shall be and
read as follows:
"The name of the Corporation shall be ACS Internet,
Inc."
b. Article 4 of the Certificate of Incorporation shall be and
read as follows:
"Section 1. The corporation shall be authorized to
issue 1,000 shares of capital stock, all of which
shall be shares of common stock, $.01 par value
("COMMON STOCK").
Section 2. Except as otherwise provided by law, the
Common Stock shall have the exclusive right to vote
for the election of directors and for all other
purposes. Each share of Common Stock shall have one
vote, and the Common Stock shall vote together as a
singe class."
CERTIFICATE OF MERGER Page 1 of 2
5. The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, 510 L Street, Suite
500, Anchorage, Alaska 99501.
6. A copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation upon request and without cost to any stockholder of
the Constituent Corporations.
IN WITNESS WHEREOF, the undersigned has signed his name and affirmed
that this instrument is the act and deed of the corporation and that the
statements herein are true, under penalty of perjury, this 28th day of,
----
February, 2002.
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INTERNET ALASKA, INC.
/s/ Wesley E. Carson
--------------------------------------
Wesley E. Carson, President and Chief
Administrative Officer
CERTIFICATE OF MERGER Page 2 of 2