CORP 0153 PAGE 0568
STATE OF ALABAMA ss.
ss.
MONTGOMERY COUNTY ss.
ARTICLES OF INCORPORATION
OF
MONTGOMERY CELLULAR TELEPHONE COMPANY, INC.
The undersigned, acting as incorporator of a corporation under the Alabama
Business Corporation Act, hereby adopts the following Articles of Incorporation
for such corporation:
FIRST: The name of the corporation is Montgomery Cellular Telephone
Company, Inc.
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes for which the corporation is organized are:
(A) To participate in the development, management, and operation of
cellular telephone systems, and to transact any business related thereto.
(B) To buy, sell, own, trade, and otherwise handle and deal in, either as
principal or agent, and upon commission or otherwise, all kinds of personal and
real property whatsoever, and to render services of all kinds and descriptions.
(C) To transact any and all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act.
This Instrument Prepared By:
Robert S. Richard
57 Adams Avenue
Montgomery, Alabama 36104
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 5,000 shares of common stock of par value of $1.00 each,
being $5,000.00 authorized capital stock. All of said stock shall be common
stock and none shall be preferred stock or stock of a different class.
FIFTH: Provisions for the regulation of the internal affairs of the
corporation are:
(A) No shareholder of the corporation shall have preemptive rights to
purchase any shares of any issuance of the corporation.
(B) The corporation shall have the right to purchase, take, receive, or
otherwise acquire, hold, own, pledge, and transfer or otherwise dispose of its
own shares, to the extent of its unreserved and unrestricted capital surplus
available therefor.
(C) The initial Bylaws of the corporation shall be adopted by the
shareholders. The power to alter, amend, or repeal the Bylaws or adopt new
Bylaws shall be vested in the Board of Directors; provided, however, that the
Board of Directors may not alter, amend, or repeal any bylaw establishing what
constitutes a quorum at shareholders' meetings.
(D) Directors of the corporation need not be shareholders of the
corporation and need not be residents of the State of Alabama.
(E) The Board of Directors may from time to time distribute to the
shareholders out of the capital surplus of the corporation
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a portion of the corporation's assets, in cash or property, in the manner
prescribed by and subject to the limitations imposed by the Alabama Business
Corporation Act.
SIXTH: The address of the initial registered office of the corporation is
1450 Ann Street, Montgomery, Alabama 36107, and the name of its initial
registered agent at such address is Edward J. Forks.
SEVENTH: The number of directors constituting the initial board of
directors of the corporation is one. The name and address of the person who is
to serve as director until the first annual meeting of shareholders or until his
successor is elected and shall qualify are:
NAME ADDRESS
- ---- -------
Edward J. Forks P. O. Box 20088
Montgomery, Alabama 36120-0088
EIGHTH: The name and address of the incorporator are:
NAME ADDRESS
- ---- -------
Montgomery Cellular P. O. Box 20088
Holding Co., Inc. Montgomery, Alabama 36120-0088
(a Delaware Corporation) 01 INDEX 1.00
02 REC FE 35.00
TOTAL 36.00
Dated: February 19, 1988. 02-19-88 71361
MONTGOMERY CELLULAR HOLDING
CO., INC. (a Delaware corporation)
By: /s/ Edward J. Forks (President)
---------------------------------
Edward J. Forks
As Its President
INCORPORATOR
STATE OF ALA.
MONTGOMERY CO.
I CERTIFY THIS INSTRUMENT
WAS FILED ON
FEB 19 347 PM '88
/s/ [ILLEGIBLE]
JUDGE OF PROBATE
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