ARTICLES OF AMENDMENT TO ARTICLES OF
INCORPORATION OF CELLULAR ONE OF
SOUTHEAST ALABAMA, INC.
STATE OF ALABAMA,
HOUSTON COUNTY.
TO THE HONORABLE R. J. STEMBRIDGE, JUDGE OF PROBATE:
We, the undersigned Billy Joe Rutledge and James D. Farmer, as
President and Secretary, respectively, of Cellular One of Southeast Alabama,
Inc., a Corporation, hereby certify that all of the members of the Board of
Directors and all of the Shareholders of Cellular One of Southeast Alabama,
Inc., a Corporation, have unanimously consented and agreed that the name of the
Corporation be changed from Cellular One of Southeast Alabama, Inc., a
Corporation, to Dothan Cellular Telephone Company, Inc., a Corporation, and that
the Articles of Incorporation of Cellular One of Southeast Alabama, Inc., a
Corporation, be amended in accordance with these Articles of Amendment.
(1) That the name of the Corporation, prior to the filing of the
Articles of Amendment, was Cellular One of Southeast Alabama, Inc., a
Corporation.
(2) That the Articles of Incorporation of the Corporation be amended
so that the name of the Corporation be changed from Cellular One of Southeast
Alabama, Inc. to Dothan Cellular Telephone Company, Inc.
(3) That the date of adoption of the Amendment by unanimous written
consent of the Shareholder was September 30, 1988.
(4) That the number of shares of common stock outstanding and
entitled to vote on said Amendment is two hundred (200) shares, and that a total
of two hundred (200) shares voted for said Amendment.
(5) That the undersigned Billy Joe Rutledge, as President, and James
D. Farmer, as Secretary, respectively, of the Corporation, were authorized to
execute these Articles of Amendment, under the Corporate Seal as provided by
law.
IN WITNESS WHEREOF, we, Billy Joe Rutledge and James D. Farmer, as
President and Secretary, respectively, of Cellular One of Southeast Alabama,
Inc., a Corporation, have signed the foregoing Articles of Amendment under the
Corporate Seal of the Corporation as of this the 30th day of September, 1988.
/s/ Laura L. Kirwan /s/ Billy Joe Rutledge
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Witness Billy Joe Rutledge
President
/s/ Laura L. Kirwan /s/ James D. Farmer
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Witness James D. Farmer
Secretary
STATE OF ALABAMA,
HOUSTON COUNTY,
Before me, the undersigned authority in and for said County and
State, personally appeared James D. Farmer, who, being first duly sworn, deposes
and says that he is the Secretary of Cellular One of Southeast Alabama, Inc., a
Corporation, and that he has personal knowledge of the facts set forth in the
Articles of Amendment, and that the facts therein stated are true and correct.
/s/ James D. Farmer
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James D. Farmer
Sworn to and subscribed before me, this 30th day of September, 1988.
/s/ Laura L. Kirwan
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Notary Public
My Commission Expires 8-30-89
OFFICE OF THE PROBATE JUDGE,
HOUSTON COUNTY, ALABAMA
CERTIFICATION OF AMENDMENT
OF
CELLULAR ONE OF SOUTHEAST ALABAMA, INC.
The undersigned, as Judge of Probate of Houston County, Alabama,
hereby certifies that Articles of Amendment to the Articles of Incorporation of
Cellular One of Southeast Alabama, Inc., duly signed and verified pursuant to
the provisions of the Alabama Business Corporation Act, have been received in
this Office and are found to conform to law; that the Articles of Amendment
change the name of the Corporation; and that the amended name is now reserved
with the Secretary of State, State of Alabama.
ACCORDINGLY the undersigned, as such Judge of Probate and by virtue
of the authority vested in him by law, hereby issues this Certificate of
Amendment to the Articles of Incorporation of Cellular One of Southeast Alabama,
Inc., and attaches hereto a certified copy of the Articles of Amendment.
Dated this 30th day of September, 1988.
/s/ R.J. Stembridge
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JUDGE OF PROBATE
STATE OF ALABAMA )
)
HOUSTON COUNTY )
ARTICLES OF INCORPORATION
OF
COSA II, 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 COSA II, 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:
James D. Farmer, Esq.
Farmer & Farmer, P.A.
112 West Troy Street
Dothan, AL 36303
(205) 794-8596
FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is 3,000 shares. All of said stock shall be common
stock, par value $.O1 per share, 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.
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(E) The Board of Directors may from time to time distribute to the
shareholders out of the capital surplus of the Corporation a portion of the
Corporations 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 2312 Montgomery Highway, Suite 102, Dothan, Alabama 36303, and
the name of its initial registered agent at such address is Marcus D. Yeager.
SEVENTH: The number of directors constituting the initial board of
directors of the Corporation is three. The name and address of the persons who
are to serve as directors until the first annual meeting of shareholders or
until their successors are elected and shall qualify are:
NAME ADDRESS
Billy Joe Rutledge 2312 Montgomery Highway
Suite 102
Dothan, AL 36303
Tom Albert, Jr. 1470 Tyne Boulevard
Nashville, TN 37215
James D. Farmer 112 West Troy Street
Dothan, AL 36303
EIGHTH: The name and address of the incorporator are:
NAME ADDRESS
James D. Farmer 112 West Troy Street
Dothan, AL 36303
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NINTH: The board of directors shall have the power to issue bonds,
debentures or other obligations convertible into common stock of the Corporation
upon such terms, in such manner and under such conditions as may be fixed by
resolution of the board prior to the issuance thereof. Unless and until such
bonds, debentures, or other obligations have been converted into common stock,
such bonds, debentures or other obligations shall not be deemed to be shares of
stock and shall not entitle the holders thereof to the power to vote in respect
to the corporate affairs and management of the Corporation or to the right of
inspection of the books, accounts and other records of the Corporation or to any
other rights which the stockholders of the Corporation have or may have by
reason of the provisions of these Articles of Incorporation or the Alabama
Business Corporation Act.
TENTH: 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 Alabama may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section l0-2A-196 of the Alabama Business Corporation Act or on
the application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of
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section 10-2A-196 of the Alabama Business Corporation Act 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.
Dated: June 7, 1988.
/s/ James D. Farmer
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James D. Farmer
INCORPORATOR