AMENDMENT OF ARTICLES OF INCORPORATION
OF
CELLCOM TELEPHONE COMPANY OF GEORGIA
Pursuant to the Provisions of Section 22-902 of
the Georgia Business Corporation Code
The undersigned, William S. Taylor, Alison Glynn and Gary McArthur,
being all of the directors, and the President, Vice-President and Secretary,
respectively, of Cellcom Telephone Company of Georgia, a Georgia corporation
(the "Corporation"), do hereby certify as follows:
1. The name of the Corporation is CELLCOM TELEPHONE COMPANY OF
GEORGIA.
2. The Articles of Incorporation of the Corporation were filed on
September 18, 1987.
3. 100 shares of common stock of the Corporation have been issued to
date to one shareholder.
4. The Articles of Incorporation of the Corporation are hereby
amended so as to change the name of the Corporation to CELLULAR DYNAMICS
TELEPHONE COMPANY OF GEORGIA. To effectuate the foregoing, Article "FIRST" of
the Articles of Incorporation is hereby stricken in its entirety and there is
substituted therefor a new Article "FIRST" as follows:
FIRST: The name of the Corporation is:
CELLULAR DYNAMICS TELEPHONE COMPANY OF GEORGIA
5. The Articles of Incorporation are hereby amended so as to deny
preemptive rights to shareholders of the Corporation by adding new Article
"NINTH" as follows:
NINTH: No Shareholder of the Corporation shall, by reason of his
holding shares of any class, have any preemptive or preferential
right to purchase or subscribe for any shares of any class of the
Corporation now or hereafter to be authorized, whether or not the
issuance of any such shares or the issuance of shares upon exercise
of any rights or options or upon conversion of such other securities
would adversely affect the dividend of voting rights of such
shareholder. The Board of Directors may issue, and grant rights or
options to purchase, shares of any
class of the Corporation, now or hereafter to be authorized, or any
other securities convertible into or carrying rights or options to
purchase shares of any class, now or hereafter to be authorized,
without offering any such shares of other securities, either in
whole or in part, to the shareholders of any class.
6. The Articles of Incorporation are hereby amended so as to allow a
majority of shareholders to take action without a meeting by adding new Article
"TENTH" as follows:
TENTH: To the extent allowed by law, any action of the shareholders
of the Corporation may, in lieu of a meeting of shareholders, be
taken by the written consent of the holders of a majority of the
shares entitled to vote thereon.
7. The foregoing amendments of the Articles of Incorporation were
approved by unanimous consent of the Board of Directors on March 15, 1988 and by
unanimous consent of the shareholders of the Corporation on March 15, 1988.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment this 15th day of March, 1988.
/s/ William Taylor, President, Director
--------------------------------------------
William Taylor, President, Director
/s/ Alison Glynn
--------------------------------------------
Alison Glynn, Director, Vice President
/s/ Gary McArthur
--------------------------------------------
Gary McArthur, Secretary, Director
STATE OF NEW JERSEY)
: ss.:
COUNTY OF PASSAIC )
On the 15 day of March, 1988, before me personally came William S.
Taylor, Alison Glynn and Gary McArthur, to me known, and known to be the
individuals described in, and who executed the foregoing instrument and dully
acknowledged to me that he executed the same.
WITNESS my hand and official seal.
/s/ June R. Elias
--------------------------------------------
Notary Public
[SEAL OMITTED]
JUNE R. ELIAS
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES JULY 23, 1991
ARTICLES OF INCORPORATION
OF
CELLCOM TELEPHONE COMPANY OF GEORGIA
Pursuant of the Provisions of the
Georgia Business Corporation Code
The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Georgia, do hereby set forth as
follows:
FIRST: The name of the corporation is
CELLCOM TELEPHONE COMPANY OF GEORGIA
SECOND: The address of the initial registered office and registered
agent in this state is c/o United Corporate Services, Inc., 4228 First Avenue,
in the City of Tucker, County of DeKalb, State of Georgia 30084 and the name of
the registered agent at said address is United Corporate Services, Inc.
THIRD: The purpose or purposes for which the corporation is
organized are as follows:
To operate a cellular telephone system and engage in all
aspects of cellular telephone sales services and any and all related
business.
To purchase, manufacture, produce, assemble, receive, lease or
in any manner acquire, hold, own, use, operate, install, maintain,
service, repair, process, alter, improve, import, export, sell,
lease, assign, transfer and generally to trade and deal in and with,
raw materials, natural or manufactured articles or products,
machinery, equipment, devices, systems, parts, supplies, apparatus
and personal property of every kind, nature or description, tangible
or intangible, used or capable of being used for any purpose
whatsoever and to engage and participate in any mercantile,
manufacturing or trading business of any kind or character.
To improve, manage, develop, sell, assign, transfer, lease,
mortgage, pledge or otherwise dispose of or turn to account or deal
with all or any part of the property of the corporation and from
time to time to vary any investment or employment of capital of the
corporation.
To borrow money, and to make and issue notes, bonds,
debentures, obligations and evidences of indebtedness of all kinds,
whether secured by mortgage, pledge or otherwise, without limit as
to amount, and to secure the same by mortgage, pledge or otherwise;
and generally to make and perform agreements and contracts of every
kind and description, including contracts of guaranty or suretyship.
To lend money for its corporate purposes, invest and reinvest
its funds, and take, hold and deal with real and personal property
as security for the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to
purchase or otherwise acquire, and to hold, own, maintain, work,
develop, sell, lease, exchange, hire, convey, mortgage or otherwise
dispose of and deal in lands and leaseholds, and any interest,
estate and rights in real property, and any personal or mixed
property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein
expressed.
To apply for, obtain, register, purchase, lease or otherwise
acquire and to hold, own, use, develop, operate and introduce and to
sell, assign, grant licenses or territorial rights in respect to, or
otherwise to turn to account or dispose of, any copyrights, trade
marks, trade names, brands, labels, patent rights, letters patent of
the United State or of any other country or government, inventions,
improvements and processes, whether used in connection with or
secured under letters patent otherwise.
To participate with others in any corporation, partnership,
limited partnership, joint venture, or other association of any
kind, or in any transaction, undertaking or arrangement which the
participating corporation would have power to conduct by itself,
whether or not such participation involves sharing or delegation of
control with or to others; and to be an incorporator, promoter or
manager of other corporations of any type or kind.
To pay pensions and establish and carry out pension, profit
sharing, stock option, stock purchase, stock bonus, retirement,
benefit, incentive and commission plans, trusts and provisions for
any or all of its directors, officers and employees, and for any or
all of the directors, officers and employees of its subsidiaries;
and to provide insurance for its benefit on the life of any of its
directors, officers or employees, or on the life of any stockholders
for the purpose of acquiring at his death shares of its stock owned
by such stockholders.
To acquire by purchase, subscription or otherwise, and to hold
for investment or otherwise, and to use, sell, assign, transfer,
mortgage, pledge or otherwise deal with or dispose of stocks, bonds
or any other obligations or securities of any corporation or
corporations; to merge or consolidate with any corporation in such
manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in
any manner guaranteed by this corporation, or in which this
corporation is in any way interested; and to do any other acts or
things for the preservation, protection, improvement or enhancement
of the value of any such stock, bonds or other obligations; and
while owner of any stock, bonds or other obligations to excercise
all the rights, powers and privileges of ownership thereof, and to
excercise any and all voting powers thereon; and to guarantee the
payment dividends upon any stock, the principal or interest or both,
of any bonds or other obligations, and the performance of any
contracts.
To do all and everything necessary, suitable and proper for
the accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers hereinbefore
set forth, either alone or in association with other corporations,
firms or individuals, and to do every other act or acts, thing or
things incidental or appurtenant to or growing out of or connected
with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which this
corporation is organized.
The business or purpose of the corporation is from time to
time to do any one or more of the acts and things herein above set
forth, and it shall have power to conduct and carry on its said
business, or any part thereof, and to have one or more offices, and
to excercise any or all of its corporate powers and rights, in the
District of Columbia, and in the various other states, territories,
colonies and dependencies of the United States, and in all or any
foreign countries.
The enumeration herein of the objects and purposes of the
corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any powers,
objects or purposes which the corporation is empowered to excercise,
whether expressly by force of the laws of the District of Columbia
now or hereafter in effect, or implied by the reasonable
construction of the said laws.
FOURTH: The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 200 NONE
FIFTH: The number of directors constituting the initial Board of
Directors is three (3); and the names and addresses of those constituting the
initial Board of Directors, to serve until the first annual meeting of
shareholders, or until the successors are elected and qualify, are as follows:
NAME ADDRESS
Ray A. Barr 9 East 40th Street
New York, New York 10016
Mark Skubicki 9 East 40th Street
New York, New York 10016
Maria R. Fischetti 9 East 40th Street
New York, New York 10016
SIXTH: The name and address of the incorporator are as follows:
NAME ADDRESS
Ray A. Barr 9 East 40th Street
New York, New York 10016
SEVENTH: The period of duration of the corporation shall be
perpetual.
EIGHTH: The amount of capital which the corporation shall have
received for the issuance of its shares before commencing business is five
hundred ($500.00) dollars.
IN WITNESS WHEREOF, the undersigned hereby executes this document
and affirms that the facts set forth herein are true under the penalties of
perjury this seventeenth day of September, 1987.
[SEAL OMITTED] /s/ Ray A. Barr
--------------------------------------------
Ray A. Barr, Incorporator
AMENDMENT OF ARTICLES OF INCORPORATION
OF
CELLCOM TELEPHONE COMPANY OF GEORGIA
Pursuant to the Provisions of Section 22-902 of
the Georgia Business Corporation Code
The undersigned, William S. Taylor, Alison Glynn and Gary McArthur,
being all of the directors, and the President, Vice-President and Secretary,
respectively, of Cellcom Telephone Company of Georgia, a Georgia corporation
(the "Corporation"), do hereby certify as follows:
1. The name of the Corporation is CELLCOM TELEPHONE COMPANY OF
GEORGIA.
2. The Articles of Incorporation of the Corporation were filed on
September 18, 1987.
3. 100 shares of common stock of the Corporation have been issued to
date to one shareholder.
4. The Articles of Incorporation of the Corporation are hereby
amended so as to change the name of the Corporation to CELLULAR DYNAMICS
TELEPHONE COMPANY OF GEORGIA. To effectuate the foregoing, Article "FIRST" of
the Articles of Incorporation is hereby stricken in its entirety and there is
substituted therefor a new Article "FIRST" as follows:
FIRST: The name of the Corporation is:
CELLULAR DYNAMICS TELEPHONE COMPANY OF GEORGIA
5. The Articles of Incorporation are hereby amended so as to deny
preemptive rights to shareholders of the Corporation by adding new Article
"NINTH" as follows:
NINTH: No Shareholder of the Corporation shall, by reason of his
holding shares of any class, have any preemptive or preferential
right to purchase or subscribe for any shares of any class of the
Corporation now or hereafter to be authorized, whether or not the
issuance of any such shares or the issuance of shares upon exercise
of any rights or options or upon conversion of such other securities
would adversely affect the dividend of voting rights of such
shareholder. The Board of Directors may issue, and grant rights or
options to purchase, shares of any
class of the Corporation, now or hereafter to be authorized, or any
other securities convertible into or carrying rights or options to
purchase shares of any class, now or hereafter to be authorized,
without offering any such shares of other securities, either in
whole or in part, to the shareholders of any class.
6. The Articles of Incorporation are hereby amended so as to allow a
majority of shareholders to take action without a meeting by adding new Article
"TENTH" as follows:
TENTH: To the extent allowed by law, any action of the shareholders
of the Corporation may, in lieu of a meeting of shareholders, be
taken by the written consent of the holders of a majority of the
shares entitled to vote thereon.
7. The foregoing amendments of the Articles of Incorporation were
approved by unanimous consent of the Board of Directors on March 15, 1988 and by
unanimous consent of the shareholders of the Corporation on March 15, 1988.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment this 15th day of March, 1988.
/s/ William Taylor, President, Director
--------------------------------------------
William Taylor, President, Director
/s/ Alison Glynn
--------------------------------------------
Alison Glynn, Director, Vice President
/s/ Gary McArthur
--------------------------------------------
Gary McArthur, Secretary, Director
STATE OF NEW JERSEY)
: ss.:
COUNTY OF PASSAIC )
On the 15 day of March, 1988, before me personally came William S.
Taylor, Alison Glynn and Gary McArthur, to me known, and known to be the
individuals described in, and who executed the foregoing instrument and dully
acknowledged to me that he executed the same.
WITNESS my hand and official seal.
/s/ June R. Elias
--------------------------------------------
Notary Public
[SEAL OMITTED]
JUNE R. ELIAS
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES JULY 23, 1991
ARTICLES OF INCORPORATION
OF
CELLCOM TELEPHONE COMPANY OF GEORGIA
Pursuant of the Provisions of the
Georgia Business Corporation Code
The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Georgia, do hereby set forth as
follows:
FIRST: The name of the corporation is
CELLCOM TELEPHONE COMPANY OF GEORGIA
SECOND: The address of the initial registered office and registered
agent in this state is c/o United Corporate Services, Inc., 4228 First Avenue,
in the City of Tucker, County of DeKalb, State of Georgia 30084 and the name of
the registered agent at said address is United Corporate Services, Inc.
THIRD: The purpose or purposes for which the corporation is
organized are as follows:
To operate a cellular telephone system and engage in all
aspects of cellular telephone sales services and any and all related
business.
To purchase, manufacture, produce, assemble, receive, lease or
in any manner acquire, hold, own, use, operate, install, maintain,
service, repair, process, alter, improve, import, export, sell,
lease, assign, transfer and generally to trade and deal in and with,
raw materials, natural or manufactured articles or products,
machinery, equipment, devices, systems, parts, supplies, apparatus
and personal property of every kind, nature or description, tangible
or intangible, used or capable of being used for any purpose
whatsoever and to engage and participate in any mercantile,
manufacturing or trading business of any kind or character.
To improve, manage, develop, sell, assign, transfer, lease,
mortgage, pledge or otherwise dispose of or turn to account or deal
with all or any part of the property of the corporation and from
time to time to vary any investment or employment of capital of the
corporation.
To borrow money, and to make and issue notes, bonds,
debentures, obligations and evidences of indebtedness of all kinds,
whether secured by mortgage, pledge or otherwise, without limit as
to amount, and to secure the same by mortgage, pledge or otherwise;
and generally to make and perform agreements and contracts of every
kind and description, including contracts of guaranty or suretyship.
To lend money for its corporate purposes, invest and reinvest
its funds, and take, hold and deal with real and personal property
as security for the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to
purchase or otherwise acquire, and to hold, own, maintain, work,
develop, sell, lease, exchange, hire, convey, mortgage or otherwise
dispose of and deal in lands and leaseholds, and any interest,
estate and rights in real property, and any personal or mixed
property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein
expressed.
To apply for, obtain, register, purchase, lease or otherwise
acquire and to hold, own, use, develop, operate and introduce and to
sell, assign, grant licenses or territorial rights in respect to, or
otherwise to turn to account or dispose of, any copyrights, trade
marks, trade names, brands, labels, patent rights, letters patent of
the United State or of any other country or government, inventions,
improvements and processes, whether used in connection with or
secured under letters patent otherwise.
To participate with others in any corporation, partnership,
limited partnership, joint venture, or other association of any
kind, or in any transaction, undertaking or arrangement which the
participating corporation would have power to conduct by itself,
whether or not such participation involves sharing or delegation of
control with or to others; and to be an incorporator, promoter or
manager of other corporations of any type or kind.
To pay pensions and establish and carry out pension, profit
sharing, stock option, stock purchase, stock bonus, retirement,
benefit, incentive and commission plans, trusts and provisions for
any or all of its directors, officers and employees, and for any or
all of the directors, officers and employees of its subsidiaries;
and to provide insurance for its benefit on the life of any of its
directors, officers or employees, or on the life of any stockholders
for the purpose of acquiring at his death shares of its stock owned
by such stockholders.
To acquire by purchase, subscription or otherwise, and to hold
for investment or otherwise, and to use, sell, assign, transfer,
mortgage, pledge or otherwise deal with or dispose of stocks, bonds
or any other obligations or securities of any corporation or
corporations; to merge or consolidate with any corporation in such
manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in
any manner guaranteed by this corporation, or in which this
corporation is in any way interested; and to do any other acts or
things for the preservation, protection, improvement or enhancement
of the value of any such stock, bonds or other obligations; and
while owner of any stock, bonds or other obligations to excercise
all the rights, powers and privileges of ownership thereof, and to
excercise any and all voting powers thereon; and to guarantee the
payment dividends upon any stock, the principal or interest or both,
of any bonds or other obligations, and the performance of any
contracts.
To do all and everything necessary, suitable and proper for
the accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers hereinbefore
set forth, either alone or in association with other corporations,
firms or individuals, and to do every other act or acts, thing or
things incidental or appurtenant to or growing out of or connected
with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which this
corporation is organized.
The business or purpose of the corporation is from time to
time to do any one or more of the acts and things herein above set
forth, and it shall have power to conduct and carry on its said
business, or any part thereof, and to have one or more offices, and
to excercise any or all of its corporate powers and rights, in the
District of Columbia, and in the various other states, territories,
colonies and dependencies of the United States, and in all or any
foreign countries.
The enumeration herein of the objects and purposes of the
corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any powers,
objects or purposes which the corporation is empowered to excercise,
whether expressly by force of the laws of the District of Columbia
now or hereafter in effect, or implied by the reasonable
construction of the said laws.
FOURTH: The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 200 NONE
FIFTH: The number of directors constituting the initial Board of
Directors is three (3); and the names and addresses of those constituting the
initial Board of Directors, to serve until the first annual meeting of
shareholders, or until the successors are elected and qualify, are as follows:
NAME ADDRESS
Ray A. Barr 9 East 40th Street
New York, New York 10016
Mark Skubicki 9 East 40th Street
New York, New York 10016
Maria R. Fisehctti 9 East 40th Street
New York, New York 10016
SIXTH: The name and address of the incorporator are as follows:
NAME ADDRESS
Ray A. Barr 9 East 40th Street
New York, New York 10016
SEVENTH: The period of duration of the corporation shall be
perpetual.
EIGHTH: The amount of capital which the corporation shall have
received for the issuance of its shares before commencing business is five
hundred ($500.00) dollars.
IN WITNESS WHEREOF, the undersigned hereby executes this document
and affirms that the facts set forth herein are true under the penalties of
perjury this seventeenth day of September, 1987.
[SEAL OMITTED] /s/ Ray A. Barr
--------------------------------------------
Ray A. Barr, Incorporator