EXHIBIT 3.23
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State of Alaska
Department of Commerce and Economic Development
Division of Banking, Securities and Corporations
I certify that the attached 6 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 61790-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 Articles of Incorporation of
MACTEL FAIRBANKS, 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
August 29, 1997
/s/ William L. Hensley
William L. Hensley
COMMISSIONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
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Filed for Record
State of Alaska
AUG 29 1997
Department of Commerce
and Economic Development
ARTICLES OF INCORPORATION
OF
MACtel Fairbanks, 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 Fairbanks, 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 telecommunications industry.
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
Articles of Incorporation of MACtel Fairbanks, Inc. -- Page 1 of 4
into stock of any class whatsoever whether now or hereafter authorized, and
whether issued for cash, property, service, by way of dividends, or otherwise.
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
Articles of Incorporation of MACtel Fairbanks, Inc. -- Page 2 of 4
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:
R.G. Birkinshaw
c/o MACtel, Inc.
3900 Denali Street, Suite 101
Anchorage, Alaska 99503
Bonnie Godfred
c/o MACtel, Inc.
3900 Denali Street, Suite 101
Anchorage, Alaska 99503
Michael J. Burns
c/o MACtel, Inc.
3900 Denali Street, Suite 101
Anchorage, Alaska 99503
Dr. Richard Ender
c/o MACtel, Inc.
3900 Denali Street, Suite 101
Anchorage, Alaska 99503
Ronald C. Kerr
c/o MACtel, Inc.
3900 Denali Street, Suite 101
Anchorage, Alaska 99503
ARTICLE XI
No director shall be personally liable to the corporation or its
shareholders for any monetary damages for the breach of fiduciary duty as a
director, provided that this provision does not eliminate or limit the liability
of the director for (1) a breach of the director's duty of loyalty to the
corporation or its shareholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (3) willful or
negligent conduct involved in payment of dividends or repurchase of stock from
other than lawfully available funds, or (4) a transaction from which the
director derives an improper personal benefit.
ARTICLE XII
The name and address of the incorporator is: F. Scott Davis, MACtel, Inc.,
3900 Denali Street, Suite 101, Anchorage, Alaska 99503.
Articles of Incorporation of MACtel Fairbanks, Inc. -- Page 3 of 4
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 26th day of August, 1997.
/s/ F. Scott Davis
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F. SCOTT DAVIS
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
On this 26th day of August, 1997, 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/ Sharon J. Daiggu
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Notary Public in and for Alaska
My Commission Expires 2.15.98
The S.I.C. code for Communication Services is 4899.
Articles of Incorporation of MACtel Fairbanks, Inc. -- Page 4 of 4
[LETTERHEAD OF MACTEL]
Filed for Record
State of Alaska
AUG 29 1997
Department of Commerce
and Economic Development
August 25, 1997
Corporations Section
P.O. Box 110808
Juneau, Alaska 99811-0808
Gentlemen:
As President/CEO of MACtel, Inc., I consent to the use of the name "MACtel
Fairbanks, Inc." by the corporation whose Articles are enclosed. MACtel
Fairbanks, Inc., will be a wholly owned subsidiary of MACtel, Inc.
Yours,
/s/ F. Scott Davis
F. Scott Davis
President/CEO