BOOK 672 PAGE 796
FILED
FEB 18 1988
/s/ ILLEGIBLE
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
MONTGOMERY CELLULAR HOLDING CO., INC.
ARTICLE FIRST
The name of the corporation is Montgomery Cellular Holding Co., Inc.
(herein called the "Corporation").
ARTICLE SECOND
The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, Wilmington, Delaware 19801 in the County of
New Castle. The name of the registered agent of the Corporation at such address
is The Corporation Trust Company.
ARTICLE THIRD
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 the State of Delaware.
ARTICLE FOURTH
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 150,000 shares, consisting of (A)
100,000 shares of Common Stock, $.0l par value (the "Common Stock"), and (B)
50,000 shares of Preferred Stock, $.0l par value (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more
series. The board of directors of this Corporation is authorized to determine
the designation of any series of Preferred Stock, to fix the number of shares of
any series of Preferred Stock, to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and within the limitations and restrictions stated in
any resolution or resolutions of the board of directors originally fixing the
number of shares constituting any series, to increase or decrease (but not below
the number of shares of any series then outstanding) the number of shares of any
of such series subsequent to the issue of shares of that series.
BOOK 672 PAGE 797
ARTICLE FIFTH
The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Jacqueline D. Maylath Suite 1000
1015 Fifteenth Street, N.W.
Washington, D.C. 20005
ARTICLE SIXTH
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:
(a) The number of directors of the Corporation shall be such as from
time to time shall be fixed in the manner provided in the Bylaws of the
Corporation. The election of directors of the Corporation need not be by
ballot unless the Bylaws so require.
(b) In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:
(i) To make, alter, amend or repeal the By-laws in any manner
not inconsistent with the laws of the State of Delaware or this
Certificate of Incorporation.
(ii) Without the assent or vote of the stockholders, to
authorize and issue obligations of the Corporation, secured or
unsecured, and to include therein such provisions as to redemption,
conversion or other terms thereof as the Board of Directors in its
sole discretion may determine, and to authorize the mortgaging or
pledging, as security therefor, of any property of the Corporation,
real or personal, including after-acquired property.
(iii) To determine whether any, and if any, what part, of the
net profits of the Corporation or of its surplus shall be declared
in dividends and paid to the stockholders, and to direct and
determine the use and disposition of any such net profits or such
surplus.
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BOOK 672 PAGE 798
(iv) To fix from time to time the amount of net profits of the
Corporation or of its surplus to be reserved as working capital or
for any other lawful purpose.
In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Certificate of Incorporation and of the By-laws
of the Corporation.
ARTICLE SEVENTH
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application of any
receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
ARTICLE EIGHTH
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director
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BOOK 672 PAGE 799
derived an improper personal benefit. No amendment to or repeal of this Article
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator of the
Corporation hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of Delaware, does hereby
make this certificate, hereby declaring and certifying that this is her act and
deed and that the facts herein stated are true and accordingly has hereunto set
her hand this 17th day of February, 1988.
/s/ Jacqueline D. Maylath
----------------------------
Jacqueline D. Maylath
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