EXHIBIT 3.19
File No 56468 D
================================================================================
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 Articles of Incorporation of
MACTEL INC.
have been received in this office and have been found to conform to law.
ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic
Development, and by virtue of the authority vested in him by law, hereby issues
this Certificate of Incorporation and attaches hereto the original copy of the
Articles of Incorporation.
IN TESTIMONY WHEREOF, I execute this certificate
and affix the Great Seal of the State of Alaska on
July 31, 1995.
/s/ William L. Hensley
William L. Hensley
COMMISSIONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
================================================================================
Filed for Record
State of Alaska
JUL 31 1995
Department of Commerce
and Economic Development
ARTICLES OF INCORPORATION
OF
MACtel INC.
The undersigned natural person of the age of eighteen years or more,
acting as incorporator of the corporation under the Alaska Corporations Code (AS
10.06), adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation shall be MACtel Inc.
ARTICLE II
This corporation's duration shall be perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized are:
Section 1. To engage in the business of providing telecommunication
services, and services useful to the public.
Section 2. In general, to carry on any other lawful business whatsoever in
connection with the foregoing which is calculated, directly or indirectly, to
promote the interest of the corporation or to enhance the value of its
properties.
Section 3. To engage in and carry on any lawful business or trade and
exercise all powers granted to a corporation formed under the Alaska
Corporations Code, including any amendments thereto or successor statute that
may hereinafter be enacted.
ARTICLE IV
The aggregate number of shares which the corporation shall have the
authority to issue is 1,000 shares of common stock having a par value of one
dollar ($1.00) per share. There shall be no other class or shares of stock in
this corporation.
ARTICLE V
The owners of shares of stock of this corporation shall be entitled to
preemptive rights to subscribe for or purchase any part of new or additional
issues of stock or securities convertible into stock of any class whatsoever
whether now or hereafter authorized, and whether issued for cash, property,
service, by way of dividends, or otherwise.
Articles of Incorporation Page 1 of 4
MACtel Inc.
ARTICLE VI
Each shareholder entitled to vote at any election for directors shall have
the right to vote, in person or by proxy, the number of shares owned by him for
as many persons as there are directors to be elected and for whose election he
has a right to vote by giving as many votes as the number of such directors
multiplied by the number of his share shall equal, or by distributing such votes
on the same principle among any number of candidates.
ARTICLE VII
Fifty-one percent of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum of a
meeting of shareholders.
ARTICLE VIII
Section 1. The board of directors shall have full power to adopt, alter,
amend, or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the
concurrent power of the shareholders to adopt, alter, amend, or repeal the
Bylaws.
Section 2. This corporation reserves the right to amend, alter, change or
repeal any provisions contained in its Articles of Incorporation in any manner
now or hereafter prescribed or permitted by statute. All rights of shareholders
of this corporation are granted subject to this reservation.
Section 3. Subject to the requirements of Anchorage Municipal Code
1.15.180, this corporation may enter into contracts and otherwise transact
business as vendor, purchaser, or otherwise, with its directors, officers, and
shareholder(s) and with corporations, associations, firms and entities in which
they are or may be or become interested as directors, officers, shareholders,
members, or otherwise.
ARTICLE IX
The address of the initial registered office of the corporation is 1350
Hillcrest Drive, Anchorage, Alaska 99503, and the name of its initial registered
agent at such address is Thomas M. Dillon.
ARTICLE X
The number, qualifications, terms of office, manner of election, time and
place of meetings, and powers and duties of the directors shall be prescribed in
the Bylaws, but the number of the first directors shall be five and they shall
serve until the first meeting of the shareholders and until their successors are
elected and qualified, and their names and post office address are as follows:
Articles of Incorporation Page 2 of 4
MACtel Inc.
Dr. Alex Hills
c/o Anchorage Telephone Utility
600 Telephone Avenue
Anchorage, Alaska 99503
Bonnie Godfred
c/o Anchorage Telephone Utility
600 Telephone Avenue
Anchorage, Alaska 99503
Michael J. Burns
c/o Anchorage Telephone Utility
600 Telephone Avenue
Anchorage, Alaska 99503
Dr. Richard Ender
c/o Anchorage Telephone Utility
600 Telephone Avenue
Anchorage, Alaska 99503
Ronald C. Kerr
c/o Anchorage Telephone Utility
600 Telephone Avenue
Anchorage, Alaska 99503
ARTICLE XI
The name and address of the incorporator is: F. Scott Davis, c/o
Municipality of Anchorage d/b/a MACtel Cellular System, 3900 Denali Street,
Anchorage, Alaska 99503.
ARTICLE XII
This corporation does not have an alien affiliate as defined in AS
10.06.730.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation in duplicate this 27th day of July, 1995.
/s/ F. Scott Davis
------------------
F. SCOTT DAVIS
Articles of Incorporation Page 3 of 4
MACtel Inc.
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
0n this 27th day of July, 1995, before me, a Notary Public in and for the
State of Alaska, personally appeared F. Scott Davis, to me known to be the
individual described in and who executed the within and foregoing instrument,
and acknowledged that he signed the same as his free and voluntary act and deed
for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
the day and year first above written.
- ------------------- /s/ Colleen M. Newguard
OFFICIAL SEAL -------------------------------
STATE OF ALASKA Notary Public in and for Alaska
COLLEEN M. NEWGUARD My Commission Expires 1/10/96
NOTARY PUBLIC -------
- -------------------
The S.I.C. code for Communication Services is 4899.
Articles of Incorporation Page 4 of 4
MACtel Inc.
[LETTERHEAD OF MACtel CELLULAR SYSTEM]
July 21, 1995
Michael Monagle
Division of Corporation
Department of Commerce and Economic Development
P O Box 110808
Juneau Alaska 99811 - 0808
Re: Registration of MACtel Cellular System
Dear Mr. Monagle:
I authorize and consent to the use of the name MACtel Inc. by the corporation
recently submitted with me as the incorporator. After the corporation is formed,
the registration of MACtel Cellular System will be transferred to the
corporation.
Very Truly Yours,
/s/ F. Scott Davis
F. Scott Davis
General Manager