Exhibit 3.13
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State of Alaska
Department of Commerce and Economic Development
Division of Banking, Securities and Corporations
I certify that the attached 10 pages are true copies of records on file with the
Department of Commerce and Economic Development, Division of Banking,
Securities, and Corporations.
Deborah B. Sedwick
Commissioner
[SEAL]
Certified by: /s/ Gina Markovich
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Date: May 6, 1999
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FILE NO.: 44931-D
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State of Alaska
Department of Commerce and Economic Development
Division of Banking, Securities and Corporations
CERTIFICATE
OF
INCORPORATION
Business Corporation
The undersigned, as Commissioner of Commerce and Economic Development of the
State of Alaska, hereby certifies that duplicate originals of the Articles of
Incorporation of
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
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
the Certificate of Incorporation and attaches hereto a duplicate original of the
Articles of Incorporation.
IN TESTIMONY WHEREOF, I execute this certificate and affix the Great Seal of the
State of Alaska on December 5, 1989.
/s/ LARRY MERCULIEFF
[SEAL] LARRY MERCULIEFF
COMMISSIONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
08-120B (Rev. 9/88)
5841M-2
Issued By: Corporations Section, P0. Box D, Juneau, Alaska 99811, Telephone
(907) 465-2530
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Filed for Record
State of Alaska
DEC 5 1989
Department of Commerce and
Economic Development
ARTICLES OF INCORPORATION
OF
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
The undersigned natural person of the age of 18 years or more,
acting as incorporator under the Alaska Corporation Code, adopts the following
Articles of Incorporation:
ARTICLE I
The name of the corporation is Pacific Telecom Cellular of Alaska,
Inc. and its duration shall be perpetual.
ARTICLE II
The purposes for which the corporation is organized are: To engage
in any lawful activity for which corporations may be organized under the Alaska
Corporation Code.
ARTICLE III
The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares, without par value, of voting common stock.
ARTICLE IV
No holder of shares of securities of the corporation now or
hereafter authorized shall have any preemptive right or be entitled as of right
to subscribe for, purchase or receive any unissued or treasury shares of any
class, whether now or hereafter authorized, or any notes, bonds, debentures, or
other
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securities convertible into, or carrying options or warrants to purchase, shares
of any class; but all such unissued or treasury shares of any class, or notes,
bonds, debentures or other securities convertible into, or carrying options or
warrants to purchase, shares of any class may be issued or disposed of by the
Board of Directors to such persons and on such terms as it, in its absolute
discretion, may deem advisable.
ARTICLE V
At each election for directors, every shareholder entitled to vote
shall be entitled to cast cumulative votes, either by giving one candidate as
many votes as equals the number of directors to be elected, multiplied by the
number of the shareholder's shares, or by distributing such cumulative votes
among any number of such candidates.
ARTICLE VI
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors, or by a sole remaining director. Any
directorship to be filled by reason of an increase in the number of directors of
the corporation may be filled by the affirmative vote of a majority of the
number of directors fixed by the bylaws prior to such increase. Any such
directorship not so filled by the directors shall be filled by election at the
next annual meeting of shareholders or at a special meeting of shareholders
called for that purpose.
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ARTICLE VII
The corporation shall indemnify to the fullest extent not prohibited
by law any person who is made, or threatened to be made, a party to an action,
suit or proceeding, whether civil, criminal, administrative, investigative or
otherwise (including an action, suit or proceeding by or in the right of the
corporation) by reason of the fact that the person is or was a director or
officer of the corporation or a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the corporation, or serves or served at the request of the corporation as a
director or officer, or as a fiduciary of an employee benefit plan, of another
corporation, partnership, joint venture, trust or other enterprise. The right to
and amount of indemnification shall be determined in accordance with the
provisions of the Alaska Corporation Code in effect at the time of the
determination.
ARTICLE VIII
The corporation may purchase, either directly or indirectly, shares
of capital stock and evidences of indebtedness issued or created by the
corporation, to the extent of unreserved and unrestricted capital surplus
available therefor.
ARTICLE IX
The board of directors may from time to time distribute to the
corporation's shareholders, in partial liquidation, out of state capital or
capital surplus to the extent legally available
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therefor, a portion of the corporation's assets in cash or property.
ARTICLE X
The address of the initial registered office of the corporation is
Ste. 800, 240 Main Street, Juneau, Alaska 99801 and the name of its initial
registered agent at such address is C T Corporation System.
ARTICLE XI
The number of directors constituting the initial Board of Directors
of the corporation is five. The names and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders and until
their successors are elected and shall qualify are:
Name Address
---- -------
Charles E. Robinson 805 Broadway, Vancouver, WA 93668
Charles E. Peterson 805 Broadway, Vancouver, WA 98668
Vein K. Dunham 805 Broadway, Vancouver, WA 98668
James H. Huesgen 805 Broadway. Vancouver, WA 98666
Theodore D. Berns 805 Broadway, Vancouver, WA 98668
ARTICLE XII
The mailing address for the corporation for notices is 805 Broadway,
Vancouver, WA 98668.
ARTICLE XIII
The corporation has no alien affiliates.
ARTICLE XIV
The name and address of the incorporator are:
Margaret N. Goudreau, 520 Pike Street, Seattle WA 98101
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I, the undersigned incorporator, declare under penalties of perjury
that I have examined the foregoing and that to the best of my knowledge and
belief, it is true, correct and complete.
Date: 12-4-89
/s/ Margaret M. Goudreau
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Margaret M. Goudreau, Incorporator
Witnessed this 4th day of December 1989.
By: /s/ J.P. Stuart Stout
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J.P. Stuart Stout
My commission expires February 29, 1989
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CONSENT TO USE OF NAME
PACIFIC TELECOM, INC., a corporation organized under the laws of
the State of Washington, hereby consents to the organization-qualification of
PACIFIC TELECOM CELLULAR OF ALASKA, INC. in the State of Alaska.
IN WITNESS WHEREOF, the said PACIFIC TELECOM, INC. has caused this
consent to be executed by its Vice President and Secretary under its corporate
seal this 28th day of November, 1989.
PACIFIC TELECOM, INC.
By /s/ Theodore D. Burns
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Vice President and Secretary
Theodore D. Burns
PACIFIC TELECOM CELLULAR OF ALASKA, INC.
The S.I.C. code which most closely describes the business activities is 4800.
NOTICE OF CHANGE OF OFFICERS, DIRECTORS AND ALIEN AFFILIATES
PACIFIC TELECOM CELLULAR OF ALASKA, INC. - FILE NO. 44931 D
Pacific Telecom Cellular of Alaska, Inc.'s last Biannual Report was filed
with the State of Alaska in December 1990 for the period ending December 31,
1990. As required by Section 10.06.813 of the Alaska Corporations Code, changes
in officers, directors and alien affiliates within the first year of the current
biennial reporting period are submitted as follows:
DIRECTORS ADDRESS STATUS
- --------- ------- ------
Charles E. Peterson Retired
Vern K. Dunham Not Re-elected
OFFICERS ADDRESS STATUS
- -------- ------- ------
Charles E. Robinson 805 Broadway Change in Title
Chairman & Chief Vancouver, WA 98668
Executive Officer
Theodore D. Berns 805 Broadway Change in Title
President & Chief Vancouver, WA 98668
Operating Officer
James H. Huesgen 805 Broadway Change in Title
Executive Vice Vancouver, WA 98668
President
Donn T. Wonnell 805 Broadway Replaces
Vice President Vancouver, WA 98668 Theodore D. Berns
& Secretary
George S. Shaginaw 901 Kilbourn Ave. New
Executive Vice President Tomah, WI 54660
& General Manager
Patrick D. Connor 901 Kilbourn Ave. New
Vice President, Operations Tomah, WI 54660
& Engineering
Jeffrey Bunke 901 Kilbourn Ave. New
Vice President Tomah, WI 54660
Administration & Marketing
Filed for Record
State of Alaska
DEC 23 1991
Department of Commerce and
Economic Development
Jeffrey W. Edgerton 901 Kilbourn Ave. New
Vice President, Finance Tomah, WI 54660
& Controller
Gary S. Christopherson 901 Kilbourn Ave. New
Vice President, Network Tomah, WI 54660
Services
ALIEN AFFILIATE ADDRESS STATUS
- --------------- ------- ------
Cidcom S.A. LOTA 2267-P1SO5-OF501 Sold 9-10-91
Casilla 16372-SECTOR 9
Santiago, Chile
/s/ Donn T. Wonnell
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Donn T. Wonnell
Vice President & Secretary
Dated: 16 Dec 91
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