EXHIBIT 3.9
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State of Alaska
Department of Commerce and Economic Development
Division of Banking, Securities and Corporations
I certify that the attached 14 pages are true copies of records on file with the
Department of Commerce and Economic Development, Division of Banking,
Securities, and Corporations.
[SEAL] Deborah B. Sedwick
Commissioner
Certified by: /s/ Gina Markovich
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Date: May 6, 1999
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State of Alaska
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Department of Commerce and Economic Development
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Certificate
The undersigned, as Commissioner of Commerce and Economic Development of
the State of Alaska, hereby certifies that duplicate originals of Articles of
Consolidation, duly signed and verified pursuant to the provisions of the Alaska
Corporation Act, have been received in this office and are found to conform to
law.
ACCORDINGLY, the undersigned, as such Commissioner of Commerce and
Economic Development, and by virtue of the authority vested in him by law,
hereby issues this Certificate of Consolidation of
SITKA TELEPHONE COMPANY
AND
GLACIER STATE TELEPHONE COMPANY
forming a new corporation called
TELEPHONE UTILITIES OF THE NORTHLAND
and attaches hereto a duplicate original of the Articles of Consolidation.
[SEAL]
IN TESTIMONY WHEREOF, I execute this certificate and
affix the Great Seal of the State of Alaska on
30th day of April, A.D. 1986
/s/ Loren H. Lounsbury
LOREN H. LOUNSBURY
COMMISSIONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
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FILED FOR RECORD
STATE OF ALASKA
APR 30 1986
DEPARTMENT OF COMMERCE
& ECONOMIC DEVELOPMENT
ARTICLES OF INCORPORATION
OF
TELEPHONE UTILITIES OF THE NORTHLAND, INC.
The undersigned, a natural person of the age of twenty-one years or more,
acting as incorporator under the Alaska Business Corporation Act, adopt the
following Articles of Incorporation for such corporation.
ARTICLE I
The name of the corporation is Telephone Utilities of the Northland, Inc.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose for which the corporation is organized is as follows:
1. To engage in any lawful business or activity for which corporations may
be organized under the Alaska Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is one hundred thousand (100,000) shares of no par value common stock.
ARTICLE V
The corporation shall not commence business until consideration of the
value of at least One Thousand Dollars ($1,000.00) has been received by it for
the issuance of shares.
ARTICLE VI
The preemptive right of shareholders to acquire additional shares of the
corporation shall be denied.
ARTICLE VII
The internal affairs of the corporation shall be regulated in accordance
with the Bylaws adopted as provided in A.S. 10.05.135, as amended, and as it
may be amended.
ARTICLE VIII
The address of the initial registered office of the corporation shall be
Suite 800, 240 Main Street, Juneau, Alaska 99801, and the name of the registered
agent at such address is C T Corporation System.
ARTICLE IX
The number of the directors constituting the initial Board of Directors of
the corporation is three (3). The names and addresses of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and shall qualify are:
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Name Address
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Charles F. Robinson 805 Broadway
Vancouver, WA 98668
Charles F. Peterson 805 Broadway
Vancouver, WA 98668
Vern K. Dunham 805 Broadway
Vancouver, WA 98668
ARTICLE X
The name of the incorporator is Marilyn E. Bain and her address is 805
Broadway, P. 0. Box 9901, Vancouver, Washington 98668.
IN WITNESS WHEREOF, the incorporator has hereunto set her hand this 29th
day of April, 1986.
4-29-86 /s/ Marilyn E. Bain
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Date Incorporator
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
THIS IS TO CERTIFY that on the 29th day of April, 1986, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn as such, personally appeared MARILYN E. BAIN, who, being
first duly sworn by me, declared that she is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.
WITNESS my hand and seal on the day and year first above written.
/s/ Jeannette M. Littlefield
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Notary Public in and for the
State of Washington
My commission expires: 1/02/90
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FILED FOR RECORD
STATE OF ALASKA
APR 30 1986
DEPARTMENT OF COMMERCE
& ECONOMIC DEVELOPMENT
ARTICLES OF CONSOLIDATION
OF
SITKA TELEPHONE COMPANY
AND
GLACIER STATE TELEPHONE COMPANY
Pursuant to the provisions of Section 10.05.396 and 10.05.399 of the
Alaska Business Corporation Act, SITKA TELEPHONE COMPANY, an Alaska corporation
(hereinafter referred to as "Sitka"), and GLACIER STATE TELEPHONE COMPANY, an
Alaska corporation (hereinafter referred to as "Glacier") hereby adopt the
following Articles of Consolidation for the purpose of consolidating Sitka and
Glacier into a new corporation, Telephone Utilities of the Northland, Inc.
ARTICLE I
The Plan of Consolidation is attached hereto and incorporated herein by
reference. The Plan of Consolidation was duly approved by the directors and
shareholders of both of the constituent corporations in the manner prescribed by
the Alaska Business Corporation Act.
ARTICLE II
There are 2,103 shares of Sitka issued and outstanding. All of such shares
are of the same class, and thus no shares are entitled to vote by class. There
are 18,850 shares of
Glacier issued and outstanding. All of such shares are the same class, and thus
no shares are entitled to vote by class.
ARTICLE III
All 2,103 issued and outstanding shares of Sitka and all 18,850 issued and
outstanding shares of Glacier voted in favor of the Plan of Consolidation. No
shares of either corporation voted against the Plan of Consolidation.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Consolidation, this 28th day of April, 1986.
SITKA TELEPHONE COMPANY
By: /s/ C. E. Robinson
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[Seal] President
Attest: /s/ Marilyn E. Bain
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Assistant Secretary
GLACIER STATE TELEPHONE COMPANY
By: /s/ C. E. Robinson
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[Seal] President
Attest: /s/ Marilyn E. Bain
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Assistant Secretary
Articles of Consolidation - Page 2
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
I, Jeannette M. Littlefield, a notary public, do hereby certify that on
this 28th day of April, 1986, personally appeared before me Charles E. Robinson
and Marilyn E. Bain, who being by me first duly sworn, declared that they are
the President and Assistant Secretary, respectively, of Sitka Telephone Company,
which is one of the corporations party to the foregoing consolidation, that they
signed the foregoing document as President and Assistant Secretary of the
corporation, and that the statements therein contained are true.
/s/ Jeannette M. Littlefield
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[Seal] Notary Public in and for the
State of Washington
My Commission expires: 1/02/90
STATE OF WASHINGTON )
) ss.
COUNTY OF CLARK )
I, Jeannette M. Littlefield, a notary public, do hereby certify that on
this 28th day of April, 1986, personally appeared before me Charles E. Robinson
and Marilyn E. Bain, who being by me first duly sworn, declared that they are
the President and Assistant Secretary, respectively, of Glacier State Telephone
Company, which is one of the corporations party to the foregoing consolidation,
that they signed the foregoing document as President and Assistant Secretary of
the corporation, and that the statements therein contained are true.
/s/ Jeannette M. Littlefield
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[Seal] Notary Public in and for the
State of Washington
My Commission expires: 1/02/90
Articles of Consolidation - Page 3
FILED FOR RECORD
STATE OF ALASKA
APR 30 1986
DEPARTMENT OF COMMERCE
& ECONOMIC DEVELOPMENT
PLAN OF CONSOLIDATION
Plan of Consolidation dated April 28, 1986, by and between Sitka Telephone
Company, an Alaska corporation, herein sometimes referred to as "Sitka", and
Glacier State Telephone Company, an Alaska corporation, herein sometimes
referred to as "Glacier".
WHEREAS, Glacier is a corporation organized and existing under the laws of
the State of Alaska and having an authorized capital stock which consists of
100,000 shares of common stock of no par value; and
WHEREAS, Sitka is a corporation organized and existing under the laws of
the State of Alaska and having an authorized capital stock which consists of
3,000 shares of common stock of $100 par value; and
WHEREAS, Glacier and Sitka deem it advisable and in the best interests of
the corporations and their shareholder that they consolidate into a new
corporation under the laws of the State of Alaska, hereinafter referred to as
"the new corporation."
NOW, THEREFORE, it is hereby agreed that Glacier and Sitka shall
consolidate into a new corporation under the laws of the State of Alaska under
the following terms and conditions.
1. Names of corporations proposing to consolidate: Sitka Telephone Company
and Glacier State Telephone Company.
Name of new corporation: Telephone Utilities of the Northland, Inc.
2. Terms and conditions. Upon this Plan of Consolidation becoming
effective:
(a) Sitka and Glacier (herein sometimes referred to as the
"constituent corporations") shall cease to exist separately and shall be
consolidated into Telephone Utilities of the Northland, Inc. (herein sometimes
referred to as the "new corporation") in accordance with the provisions of this
Agreement and in accordance with the provisions of the Alaska Business
Corporation Act.
(b) Telephone Utilities of the Northland, Inc. shall possess all the
rights, privileges, powers, franchises, and trust and fiduciary duties, powers,
and obligations, as well of a public as of a private nature, and be subject to
all the restrictions, disabilities and duties of each of the constituent
corporations, and all and singular, the rights, privileges, powers and
franchises, and trust and fiduciary rights, powers, duties and obligations, of
each of the constituent corporations; and all property, real, personal, and
mixed, and all debts due to either of the constituent corporations on whatever
account, as all other things in
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action and belonging to each of the constituent corporations shall be vested in
the new corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectally
the property of the new corporation as they were of the respective constituent
corporations; and the title to any real estate, whether vested by deed or
otherwise, in either of the constituent corporations shall not revert or be in
any way impaired by reason of the consolidation.
(c) The Board of Directors of the new corporation shall initially
consist of three directors, each of whom shall hold office until his successor
shall have been duly elected and shall have qualified, or until his earlier
death, resignation, or removal. The respective names and addresses of such
directors are as follows:
Name Address
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Charles E. Robinson 805 Broadway
Vancouver, WA 98668
Charles E. Peterson 805 Broadway
Vancouver, WA 98668
Vern K. Dunham 805 Broadway
Vancouver, WA 98668
The principal officers of the new corporation, each of whom shall hold
office until his successor shall have been duly elected or appointed and shall
have qualified
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or until his earlier death, resignation, or removal and their respective offices
and addresses, are as follows:
Office Name Address
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President and Chief Charles E. Robinson 805 Broadway
Executive Officer Vancouver, WA 98668
Executive Vice President Charles E. Peterson 805 Broadway
Vancouver, WA 98668
Senior Vice President Vern K. Dunham 805 Broadway
Vancouver, WA 98668
Vice President and James P. Best 805 Broadway
Controller Vancouver, WA 98668
Vice President and John E. McGill 805 Broadway
Secretary Vancouver, WA 98668
Vice President and Brian M. Wirkkala 805 Broadway
Treasurer Vancouver, WA 98668
Vice President Bernadette Murray 3940 Arctic Blvd.
Anchorage, AK 99502
The new corporation may have such other officers as shall be
provided for in its Bylaws.
(d) The registered agent of the new corporation shall be C T
Corporation System located at Suite 800, 240 Main Street, Juneau, Alaska 99801.
(e) The duration of the new corporation shall be perpetual.
(f) The shareholder in each party to this Agreement shall surrender
its respective shares to the new corporation on or before July 1, 1986, and in
exchange
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therefor shall receive shares of the new corporation as hereinafter specified.
3. Manner and basis of converting the shares. Each of the 2,103 shares of
common stock of Sitka and each of the 18,850 shares of common stock of Glacier
outstanding on the effective date of the consolidation shall be converted into
one share of common stock of the new corporation with the voting powers,
restrictions and qualifications set forth in the Articles of Incorporation and
Bylaws of the new corporation.
4. Statements required to be set forth in Articles of Incorporation. The
proposed Articles of the new corporation are set forth at Attachment A which is
hereby made a part of this Plan.
5. Assignments. If at any time the new corporation shall deem or be
advised that any conveyances, assignments, assurances, deeds or other
instruments are necessary or desirable to vest, or to perfect or confirm of
record or otherwise, in the new corporation, the title to any property acquired
or to be acquired by reason of or as a result of the consolidation provided for
by this Plan of Consolidation, the proper officers and directors of the
constituent corporations shall and will execute and deliver all such proper
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conveyances, assignments, assurances, deeds or other instruments and will do all
things necessary or proper so to vest, perfect or confirm title to such property
in the new corporation and otherwise to carry out the purposes of this Plan of
Consolidation.
6. Abandonment. The consolidation provided for herein may be abandoned at
any time before this Plan of Consolidation becomes effective by vote of the
Board of Directors of the constituent corporations.
7. Effective date. This Plan of Consolidation shall be effective upon the
issuance of the Certificate of Consolidation by the Commissioner of Commerce and
Economic Development, State of Alaska.
IN WITNESS WHEREOF, the parties hereto have caused this Plan of
Consolidation to be duly executed as of the day and year first above written.
SITKA TELEPHONE COMPANY
Attest /s/ Marilyn E. Bain By: /s/ C. E. Robinson
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Assistant Secretary
[Seal] Title: President
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GLACIER STATE TELEPHONE COMPANY
Attest /s/ Marilyn E. Bain By: /s/ C. E. Robinson
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Assistant Secretary
[Seal] Title: President
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FILED FOR RECORD
STATE OF ALASKA
APR 30 1986
DEPARTMENT OF COMMERCE
& ECONOMIC DEVELOPMENT
NOTICE
TO: Commissioner of Commerce and
Economic Development
Pursuant to A.S. 10.05.250, the following information is hereby submitted
in connection with the consolidation of Sitka Telephone Company and Glacier
State Telephone Company into Telephone Utilities of the Northland, Inc.
1. The following companies may be classified as alien affiliates of
Telephone Utilities of the Northland, Inc.:
a. Comunicacion Total Limitada
b. Cid Comunicaciones Limitada
c. Electricidad y Comunicaciones Limitada
2. No shares of Telephone Utilities of the Northland, Inc. are controlled
by any alien affiliate.
3. Telephone Utilities of the Northland, Inc. is a wholly owned subsidiary
of Pacific Telecom, Inc. The three above-listed alien affiliates (Comunicacion
Total Limitada, Cid Comunicaciones Limitada and Electricidad y Comunicaciones
Limitada) are 51% owned by T.U. International, Inc., an Oregon corporation; T.U.
International, Inc. is a wholly owned subsidiary of Pacific Telecom, Inc.
/s/ Charles E. Peterson
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Dated: April 28, 1986 Charles E. Peterson
-------------- Executive Vice President