Exhibit 3.1
State of Delaware
PAGE 1
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "ALEC ACQUISITION CORPORATION", CHANGING ITS NAME FROM "ALEC ACQUISITION
CORPORATION" TO "ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.", FILED IN THIS
OFFICE ON THE NINTH DAY OF APRIL, A.D. 1999, AT 4 O'CLOCK P.M.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
2918478 8100 AUTHENTICATION: 9725659
991177441 DATE: 05-05-99
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ALEC Acquisition Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment as follows: The
name of the corporation has been changed to Alaska Communications Systems
Holdings, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held, upon at which the necessary number of shares as required by statues were
voted in favor of the amendment.
THIRD: That said amendment duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, ALEC Acquisition Corporation has caused this
certificate to be signed by Deborah Johnson Harwood, its Vice President and
Corporate Secretary this 26th day of March 1999.
ALEC ACQUISITION CORPORATION
By: /s/ Deborah Johnson Harwood
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Title: Vice President & Secretary
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Deborah Johnson Harwood
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 04/09/1999
991140257 -- 2918478
UNANIMOUS CONSENT OF DIRECTORS
PROPOSING AND DECLARING ADVISABLE
AN AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ALEC ACQUISITION CORPORATION
WE, THE UNDERSIGNED, being all of the members of the board of directors of
ALEC Acquisition a corporation organized and existing under the laws of the
State of Delaware, DO HEREBY, pursuant to Sections 141 and 242 of the General
Corporation Law of the State of Delaware, propose and declare advisable the
following amendment to the Certificate of Incorporation: The name of the
corporation has been changed to Alaska Communications Systems Holdings, Inc. and
hereby authorize the proper officers of this corporation, if the stockholders
adopt said amendment, to file the necessary certificate effecting said amendment
with the Secretary of State of Delaware and to file with the proper state
official of any state I which this corporation is authorized to do business as a
foreign corporation such evidence of said amendment and/or any other instrument
as may be required by the laws of such state.
WITNESS our hands this 26th day of March.
ALEC ACQUISITION CORPORATION
By: /s/ W. Dexter Paine III
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Title: Director/W. Dexter Paine III
By: /s/ Sanjay Swani
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Title: Sanjay Swani/Director
UNANIMOUS CONSENT OF SHAREHOLDER
PROPOSING AND DECLARING ADVISABLE
AN AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ALEC ACQUISITION CORPORATION
WE, THE UNDERSIGNED, being the sole shareholder of ALEC Acquisition a
corporation organized and existing under the laws of the State of Delaware, DO
HEREBY, pursuant to Sections 141 and 242 of the General Corporation Law of the
State of Delaware, propose and declare advisable the following amendment to the
Certificate of Incorporation: The name of the corporation has been changed to
Alaska Communications Systems Holdings, Inc. and hereby authorize the proper
officers of this corporation, if the stockholders adopt said amendment, to file
the necessary certificate effecting said amendment with the Secretary of State
of Delaware and to file with the proper state official of any state I which this
corporation is authorized to do business as a foreign corporation such evidence
of said amendment and/or any other instrument as may be required by the laws of
such state.
WITNESS our hands this 26th day of March.
ALEC HOLDINGS, INC.
By: /s/ W. Dexter Paine III
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Title: Director/W. Dexter Paine III
By: /s/ Sanjay Swani
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Title: Sanjay Swani/Director