20090612Application.pdf

ALE -1- 09 - of
The OJaw Group
HELEIN & MARASHLIAN, LLC
1483 Chain Bridge Road
Suite 301
McLean, Virginia 22101
Telephone: (703) 714~1300
Facsimie: (703) 714~1330
E~mail: mail(gCommLawGroup.com
Website: ww.CommLawGroup.com
June 11, 2009
Writer's E~mail Addresscincoeuwg~.com
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Writer's Direct Dial Number
703-714-1326
VIA OVERNIGHT COURIER
Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise,ID 83702
Re: ALEC, Inc.
Application for Certificate of Public Convenience and Necessity
Dear Ms. Jewell:
On behalf of ALEC, Inc. ("ALEC"), transmitted herewith are an original and three (3)
copies of ALEC's Application for a Certificate of Public Convenience and Necessity to Provide
Local Exchange Services within the State of Idaho. The Company has no local exchange
customers at this time in the State of Idaho; this is a new filing.
APPLICANT HAS ALSO ENCLOSED ONE (1) COPY OF FINANCIAL
STATEMENTS IN A SEPARATE ENVELOPE MARKD "CONFIDENTIAL AND
PROPRIETARY", AND RESPECTFULLY REQUESTS CONFIDENTIAL
TREATMENT OF THE ENCLOSED FINANCIAL INFORMTION. APPLICANT
EXPECTS THAT THIS INFORMATION WILL BE RESTRICTED TO COUNSEL,
AGENTS AND EMPLOYEES WHO ARE SPECIFICALLY ASSIGNED TO THIS
APPLICATION BY THE COMMISSION.
An additional copy of this transmittal letter is also enclosed, to be date-stamped and
returned in the postage prepaid envelope provided.
Jean D. Jewell, Secretary
June 11, 2009
Page Two
Should there be any questions regarding this filing, kindly contact the undersigned.
Respectfully submitted,~Catherine M. Hannan ~
Counsel for
ALEC, Inc.
Enclosures
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION RECEIVED
IN THE MATTER OF THE
APPLICATION OF
ALEC, Inc.
For a Certificate of Public
Convenience and Necessity to
Provide Local Exchange
Telecommunications Services
Within the State of Idaho
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289 JUH I 2 AM 10: 19
UTlfJe~1° c!V"
iŠS¡ON
ALE- _(-0'1-01
APPLICATION AND REQUEST FOR AUTHORITY
Application is hereby made to the Idaho Public Utilities Commission for a Certificate of
Public Convenience and Necessity authorizing ALEC, Inc. ("ALEC" or "Applicant") to provide
local exchange telecommunications services pursuant to Idaho Code Sections 61-526 through-
528 and IDAPA 31.01.01.111 (Rules 111 & 112) as clarified by Procedural Order No. 26665 in
Case No. GNR-T-96-4. The following information and exhibits are furnished in support of this
Application and Request for Authority:
I. PROPOSED SERVICES.
Applicant is certificated, registered or otherwise authorized to provide interexchange and
local exchange telecommunications services in the States of Alabama, California, Florida,
Georgia, Kansas, Kentucky, Mississippi, Nebraska, Nevada, North Carolina, Ohio, South
Carolina, Tennessee, Texas and Washington. Petitioner expects grant of similar service
authority in the near future from the States of Arkansas and Colorado.
Additionally, Applicant presently has pending, or expects to fie in the near future,
applications for authority to provide local exchange and/or interexchange telecommunications
services in the states of Ilinois, Indiana, New Jersey, Pennsylvania and Wisconsin.
Through this Application and Request for Authority, ALEC requests authority to allow
the company to offer its customers facilities-based and resold competitive local exchange
telecommunications and interexchange telecommunications services throughout the entire state
of Idaho, or to the extent the facilities of its underlying carriers permit.
Applicant seeks authority to provide facilities-based and resold local exchange and
interexchange services to the extent the network and transmission facilities of its facilities-based
competitive suppliers permit. Applicant does not anticipate installing physical plant at this time.
Petitioner intends, however, to collocate switching, signaling systems and other equipment of
ILEC and non-ILEC collocation facilities such as carrier hotels, and to lease capacity on fiber
circuits from other carrers. The location of Applicant's facilities wil depend upon the service
requests of Applicant's customers and therefore such locations have not been fully finalized. No
physical construction of fiber optic or copper cables is anticipated, now or in the future.
II. FORM OF BUSINESS.
1. Name, Address and Form of Business:
ALEC, Inc.
250 W. Main Street, Suite 1920
Lexington, KY 40507
Telephone: [phone]
Facsimile: [phone]
Internet: www.alec.net
The Commission should direct all inquiries and correspondence with respect to this
Application to:
Catherine M. Hannan
Helein & Marashlian, LLC
The CommLaw Group
1483 Chain Bridge Road, Suite 301
McLean, Virginia 22101
Telephone: [phone]
Facsimile: [phone]
E-mail: cmh(icommlawgroup.com
Regulatory Counsel for ALEC, Inc.
With a copy to:
Mark i. Hayes, Senior Vice President of CLEC Operations
ALEC, Inc.
250 W. Main Street, Suite 1920
Lexington, KY 40507
Telephone: [phone]
Facsimile: [phone]
E-mail: mhayesêalec.net
ALEC, Inc., is a corporation organized pursuant to the laws of the State of Kentucky.
Applicant is authorized to conduct business in Idaho as a foreign corporation. Applicant
currently has no principal business address within the State ofIdaho. Applicant's registered
agent for service of process in Idaho is
National Registered Agents, Inc.
1423 Tyrell Lane
Boise,ID 83706
A certified copy of Applicant's Aricles ofIncorporation and Foreign Corporation Certification
are attached as Exhibit 1 hereto.
2. Name and address of Applicant's sole common stockholder, which owns 100% of
Applicant's issued and outstanding shares of common stock and 100% voting control is
SinglePipe Communications, Inc.
11492 Bluegrass Parkway, Suite 107
Louisvile, KY 40299
3. Names and addresses of the offcers and directors of Applicant:
Please see Exhibit 2 hereto.
4. Names and addresses of organizations holding 5% or greater ownership or management
interests in Applicant:
As noted above, Applicant is 100% owned by SinglePipe Communications, Inc. No
management agreements exist with respect to Applicant.
5. Names and addresses of subsidiaries owned or controlled by Applicant:
None.
III. TELECOMMUNICATIONS SERVICE.
1. The date on which applicant proposes to begin constrction or anticipates it wil begin to
provide service:
As noted above, Applicant does not anticipate installing physical plant at this time.
Applicant anticipates it wil begin to provide service upon grant of authority and the
effectiveness of one or more interconnection agreements with certificated carriers in Idaho.
2. Description of Customer Classes and Customer Services that Applicant proposes to offer
to the public:
Applicant seeks to offer wholesale switching and interconnection services to other
telephone service providers and similarly-positioned wholesale business customers. Contingent
on business conditions and the telecommunications environment, ALEC's future plans are to
expand its offering to retail, private line services, and residential customers. Applicant may also
provide local telecommunications services on a resale basis. In conjunction with its service
offering, Applicant wil also provide facilities-based interexchange telecommunications services.
iv. SERVICE TERRTORY.
Applicant seeks authority to provide interexchange and local exchange services
throughout the State of Idaho. As noted above, Applicant may provide these services on either a
resold or facilties basis. At present, Applicant neither owns nor controls propert in the State of
Idaho. It is likely that Applicant's service offering wil compete with such entities as Qwest
North, Qwest South and Verizon Northwest.
V. FINANCIAL INFORMATION.
Copies of Applicant's Financial Statements, as well as the Financial Statements of
Applicant's 100% corporate parent, SinglePipe Communications, Inc., are being fied in a
separately sealed envelope marked "Confidential and Proprietary".
VI. "ILLUSTRATIVE TARIFF FILINGS.
Applicant's initial tariff and price sheets are attached hereto as Exhibit 3.
VII. CUSTOMER CONTACTS.
1. Contact Information for Applicant:
For consumer inquiries and complaints from the public:
Mark i. Hayes, Senior Vice President of CLEC Operations
ALEC, Inc.
250 W. Main Street, Suite 1920
Lexington, KY 40507
Telephone: [phone]
Facsimile: [phone]
E-mail: mhayes(ialec.net
Toll-free number for customer inquiries and complaints:
[phone]
For resolving complaints, inquiries and matters concerning rates and price lists or tarffs:
Mark i. Hayes, Senior Vice President of CLEC Operations
ALEC, Inc.
250 W. Main Street, Suite 1920
Lexington, KY 40507
Telephone: [phone]
Facsimile: [phone]
E-mail: mhayes((alec.net
VIII. INTERCONNECTION AGREEMENTS.
In the State of Idaho, Applicant has initiated interconnection negotiations with Verizon
Northwest, Inc.
IX. COMPLIANCE WITH COMMISSION RULES.
Attached hereto, as Exhibit 4, is Applicant's written statement affirming that it has
reviewed all of the Commission rules and agrees to comply with them.
X. ESCROW ACCOUNT OR SECURITY BOND.
Applicant does not anticipate requiring advance deposits by its customers at this time.
WHEREFORE, ALEC, Inc., requests that the Idaho Public Utilities Commission enter an
order granting a Certificate of Public Convenience and Necessity authorizing ALEC, Inc., to
provide resold and facilities-based local exchange telecommunications services pursuant to Idaho
Code Sections 61-526 through -528 and IDAPA 31.01.01.111.
~Respectfully submitted, this ~ day of ,2009.
By:~àlh~~
Catherine M. Hannan ' ~
Helein & Marashlian, LLC
The CommLaw Group
1483 Chain Bridge Road, Suite 301
McLean, Virginia 22101
Telephone: [phone]
Facsimile: [phone]
E-mail: cmh((commlawgroup.com
Regulatory Counsel for ALEC, Inc.
EXHIBIT 1
Certified Articles of Incorporation
And
Foreign Corporation Certifcate
Of
ALEC, Inc.
Trey Grayson
Secretary of State
Certificate
I, Trey Grayson, Secretar of State for the Commonwealth of Kentucky, do
hereby certify that the foregoing writing has been carefully compared by me
with the original thereof, now in my official custody as Secretary of State and
remaining on file in my office, and found to be a true and correct copy of
ARTICLES OF INCORPORATION OF
ALEC, INC. FILED APRIL 28,1997;
ARTICLES OF MERGER OF METROLINK INTERNET SERVICES OF PORT ST. LUCIE,
Kentucky Secretary of State's Offce Corprate Records 6/112009 - Page 1 of 2
INC MERGING INTO ALEC, INC FILED MARCH 20, 2001;
ARTICLES OF MERGER OF OPTILINK COMMUNICATIONS, INC MERGING INTO
ALEC, INC FILED MARCH 28, 2001;
ARTICLES OF MERGER OF GIETEL, INC MERGING INTO ALEC, INC FILED
FEBRUARY 27, 2002.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Official Seal at Frankfort, Kentucky, this 1st day of June, 2009.
=i6v
Trey Grayson
Secretary of State
Commonwealth of Kentucky
mmul/0432067 - Certicate 10: 81189
Kentucky Secretary of State's Offce Corprate Records 61112009 - Page 2 of 2
Trey Grayson
Secretary of State
Commonwealth of Kentucky
Offce of the Secretary of State
Suite 156, State Capitol
Frankfort, KY 40602
Fax [phone]
Corporate Filngs [phone]
Corprate Recrds [phone]
Records Request Receipt
SUZANNA RAFALKO
1483 CHAIN BRIDGE ROAD, SUITE 301
MCLEAWN VA 22101
Records Request ID: 45637
Customer ID: 23233
Date: Monday, June 01, 2009
Total Amount: $29.00
Total Amount Paid (to Records): $29.00
Corporate RecrdsBalance: $0.00
Payments Received:
Amount: $29.00 Method: Credit card
All charges have been paid in full. The documents requested are listed below.
Domestic Certficate of Existence ($10.00)
Certified Copies ($10.00 plus $0.50 per page after 5 pages)
1
23 pages
$10.00
$19.00
Kentucky Secretary of State's Offce Corporate Recrds - User. mmullins 6/112009 - Page 1 of 1
04 3Q~OÙ!7
OF
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APR Z8 J l ~7 AM '97
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ARTICLES OF INCORPORA TJON
AL.EC. Inc.
KNOW AI,!. MEN BY THESE PRfSENTS:
The undel5-qmcd. John L Campbell. Jr and Jeffrey T. CarneaL. do hereby tòrm a private
corporation under ti it: Jaws of the State of k, ,ntucky.
ARTICL.E I
The name ülihe corpcraiion shall be' ALEC, Inc.
ARTICLE II
The durati,:m nfthe corporation shall be perpetual.
ARTICLE III
The purp0!ie .:,f the corporation shall be the transaction of any and all lawful business for
which corporatiom ina.y be incorporated under KRS Chapter 2718, and to do any and all acts,
and to execute and piTIònn any and all other powers necessary. proper, incident or convenient in
carrng out the pu rp."se ¡lbOVI~ set forth, as futly as any natural person might do.
ARTICLE IV
The aggregôti: number of shares which the corporation is authorized:o issue shall be One
Thousand (1,000; ~liarcs of common stock of no par value. Each share shall have equal voting
rights.
ARTICLE V
The name a.nil ¡iddress l)fthe registered agent shall be J.r. Carneal, 975 renne-Vue Drive,
Paducah, Kentucky .12003, arid the address of the principal offce of the corporation shall be
1158 Jefferson Strc'c'i. Paducah, Kentucky 4200 i .
ARTICLE Vi
The initial Board of Directors of the corporation shall consist of three directors who are
to serve until the: iir~i annuc.l meeting of the shareholders of the corporation, or until their
successors are electmt and qualified. The number of directors thereafter shall be as the By-Laws
of the corporation rr,;¡~ from time to time provide.
ARTICLE \'11
The names and address of the incorporators are' John L. Campbell, Jr. and Jeffey T.
Carneal, I i 58 Jetfcr:;llrI Street, Paducah, Kentucky 42001.
ARTICLE VIII
The private property of the stockholders shall not be liable for any debts, liabilities or
obligations of the c'::r~K!ration.
ARTICLE IX
The CorporaL.),'1 elects to have preemptive rights.
ARTICLE X
The business ;ind affairs of the Corporation may be calTicd on by one or more of the
Sharehoitlers ofthi:: C:..rporatic1n who shall have all of the duties othenvise vested in the Board of
Directors. Further. si;¡ch Shari~ho'der(s), when acting with the authority otherwise vested in the
Board of Directül':;,. ~haii be subject to the standards of conduct for Directors. as provided under
the provisions of KRS Chariter 271 B Further, the liability of such Shareholder(s), when acting
with the authorit), L\ hich is o~herwise vested in the Board of Directors may be limited as from time
to time approved by the Shareholders in accordance with KRS 27 l B.8-300, and may be
indemnified under i he provisions of KRS Chapter 27 J B.
IN WIT~t:'SS WHEREOF, the incorporators have hereunto subscribed triplicate
originals. this the :~;~;~.(,~ day (If it)"", /,
, 1997.
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J f:.N L~BELL,~.~~JE F ~. CARNEAL
STATE OF KENTt 'eK Y )
I
COUNTY OF McilR.\CKEN.,
I, the unders;gned. a Notary Public, in and for the siate' and county aforesaid, do hereby
certifY that John L Campbell, Jr and Jeffrey T. Carneal appeared before me and acknowledged
and delivered the LiH:going Articles of Incorporatron of ALEC, Inc to be their free act and deed
as incorporators of siid corporiltion,
Witness my hand and seal o~'oflice this 2.3__ day of __Ât , 1997.
My commission ~'(Fires: Jr/v .i6l
THIS INSiRUMENT PREPARED BY'~,/--.
tf""
. - ._~:_----
EDWARD L. Y r . ''y
Attomey at La\:
P.O. Box 238) 7
Lexington, Kentuck~¡ .:1')523-38: 7
Telephone: (606) 233- ,355
ARTICLES OF MERGER 0432067.09
John Y. Brown II
Secretary of Stote
METROLJNK INTERNET SERVICES OF PORT ST. LUCIE, INC.8E:~cei"."8(j and Filed
03/20/2001 12:49 PM
Fee Receipt: S50.00
';:.perr-j- P .A.Ot'.:1
MERGING
INTO
M~1 ' ALEC. INC.
I
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In accorJance with St:ction 271 ß.11-050 of the Kentucky Business Corporation Act. the
follO\..ing Articles of ~krg~r are submitted. ALEC, Inc.. a corporation organized and. existing
under the laws of Kentucky ("ALEC"),
DOES HEREBY CERTIFY:
.E: That the surviving corporation is ALEC. a corporation incorporated on the 28th
day of April 1997. purlJuam to Section 271B.2-030 of the Business Corporation Act of the
Commonwealth of Kentucky.
S.EN.: That the merging corporation is MetroLink Internet Services of Port St.
Lucie, Inc. ("MeiToLink"). a corporation incorporated on the 21st day of May 1997. pursuant
to the Florida Business Corporation Act.
IlIIR: That DURO Communication Corporation. a Dtlaware corporation
("DURO''), owns one hundred percent 000%) of the issued ari1 outstanding stock of all
cl't5ses of ALEC and MetroLink.
E01TH: That DURO. by resolution of its Board of Directors. duly adopted by
unanimous written consent and fikd with the minutes of the Board of Directors, on the 14th
day of February. 2001. adoptt: the Plan of Merger between ALEC and MetroLink (the "Plan
of Merger"). attached hereto as ExbibitA.
E1: That the Plan of Mérger ha~. been duly adopted by the Board of Directors of
ALEC and l\'fetroLink as of February 14. 2001.
S.lXIH: That. pursuant to Section 271B.11-030 üf the Kentucky Business Corporation
Act, the approval of the shareholders of ALEC was not fr:quired (0 effect the mergers
described herein.
SEVENIH: That. pursuant to Seclion 607. i 104 of the Florida Business Corpora1.on
Act, the approval of the shareholders of MetroLink was not required to effect the mergers
di-sribed herein.
ElGHI: TIt.it th~ mergers shali hecome effective on the date the Articles of Merger
are fied with the Secretary (if State of the Commonwt:a 1 th fj f K.intlJcky.
2
IN Wll:'ESS WHEREOF. that ALEC and Me(f)Link have caused these Ankles of
!\krgcr to ht' signed a~ of (his 15th day of Fehruary. 200 i.
ALEC, INC.
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Name: Joll G, Hayes d \Titk:. piksidem t ,:~/ 'J
METROLINK INTERNET SERVICES OF PORT ST.
LeCIE. INC.
.., (' /: .. \ i ¡ /.. i L. .\,' ; ¡.. .:; IB\.'. . ._.. ~ L'.'1 ~1 i X "J . /1, .. \to:: ./. ~ w .. --.. ).
Name-: Iobn G. flavcs i " i
Title; 7esidenr . / J,,/" ../
11l31ll6~ J hll
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Exhibit A
PLl\N OF MERGER
L ____ _ __ ____~
£LA:'lD.EMERGER
This Plan iif \fc:rger (hi:n:..inaikr referred to as the: -Plan"). ~nltred into un the 15th
day of February. 200 I hy anJ hetwcen:
..lL.C~.Jnç.. a Kentucky corporation (hereinafter referred to as .. ALEC"):
and
M~i.to.L.1m~C.L.s~.Ilke.s.ort $1, Lucie, 11K~. a floriùa i:orporation
(hereinafter referred to as -MeuoLini. ").
WHEREAS. DURO Communication Corporation, a Delaware corporation (hereinafter
rel(:m.'t tft as .. DURO") tl\ ns nnt' hundrt"Ù percent ( 100%) of the issued and outstanding stock
of all classes of ALEC and MttroLink, and as such sole shareholder has determined that it wíl
he in the best imeresi (If DURO to merge and consolidate MetroLink into ALEC as the
surviving corporation:
WHEREAS. the Board of Directors of each of DURO, ALEC and MetroLink have
respectively determined that it wil he in the best interest of each entity to merge and
consolidate MciroLink into ALEC' as the surviving corporation. effective upon the fiing of )
¿---Ãriìëies of Merger in the Commonwealth of
Kentucky.
NOW. THEREFORE, in consideration of the foregoing. it is agreed as follows:
l. For and in consiueration of the assumption by ALEC of all ìiaòilities of
MetroLink. :dl of the a~sets of c\ ery kind and i.escription of MetroLink are hereby merged
into Jnd conveyed to ALEe.
2. The sc-paratc existence of MdroLink shall cease upon the execution of this Plan
and the tiing of Anidcs of Merger with the Secretary of State of the Commonwealth of
Kt.iiiucky \the "Efft.ccive Tiri.~iiL
3. The title (0 all n:al ei;tate and other properlY owned by MerroLink is hereby
vcsrcd in ALEC wirhoui rcver~ion or impairmt:nt.
4. ALEC hereby assumes allliahilitics of MetroUnk as the surviving corporation.
5. Any proceeding pending agaiim MctroUnk may be cnntinued against ALEC as
if the merger did not occur. or. in rhe alternative. ALEC may he subsrituteci in any such
procel'ding.
6. Eui:h share of A LEe that is issued and out!'tanding immediately prior to the
Effective Time shall remain issued and outstanding without change.
i. A1I Sfiirt'S or capitai stock or MetroLink held in the treasury of MetroLink
imml....diatcly prior to (he Eíft'~li1:e Time shall be canceled. without the payment of any
consideration therefor.
8. :\11 other sh3rc~ nf capital stock of MctroLink which are outstanding
immediately prinr to the Effei:tiw Time shall he canceled and retired without any action on the
pan of the holder (Í't.rt.of.
9. Thcn: :-hall ht.. nn adJitiunal shares issueu hy ALEC to MctroLink because of
thi~ merger.
10. Both emitics :-hall tXtCUlc all instruments necessary to effect this merger.
(REMAINDER OF PAGE lNTEl'TIONALLY LEFT BLANK)
i
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IN WITNESS WHEREOF. the partii:s ha\'e executi:l1lhis Agrccmel1 as a seakd
instrumeni on iht' thli: lir:-i ~ih()\'c written.
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i! ( 1'1~/. ., !1J"!.~ . . , I.¿J (0' tv.,; tr ~..,,....!-'l--, '1" ! JJohn G. Hates
President
SV'
'1': .'1:9t t::
~iETROLlNK INTERNET SERVICES OF PORT ST.
Ll,(IE.. INC.
i t i .. II
-f1 L ¡ i.: I- I' ..: ,o L -\.,,-..r iT ""'('1~:r ;' .. i...
1:)': j John G. Hayes:'. )
Tiill President ../
8%950.:! iih\
t"..-2'7-'2'""\ 13: 48 P.Ø2
ARTICLES OF MERGER 0432067.09
lf 4~lq2qOPTILINK COMMUICATIONS. INC.
MERGIN John Y. Brown II
Secrett\.ry of Slott:
Hecei"./8d .:iJ,d 'Fiied
03/28/2001 02:04 Ptv
Fee Receipt: S50.0
Cih.:ince - F-:J:"Olv1
INTO
ALEC. INC. it 3 dOte 1
In accordace with Secon 27 i B. l i -050 of the Kentucky Busiess Corpration Act, the
followin Aricles of Merger ar submitted. ALEC. Inc., a corpration organzed and existing
under the laws of Kentucky ("ALEC"),
DOES HEREBY CERTIFY:
FIRST: That the suriving corpration is ALEC, a corporation inorprate on the 28th
day of April 1997. purnt to Secion 271B.2-030 of the Busines Corpration Act of theCommweath of Kentcky.
SECOND: Tht the merging corpration is OptiLink Communcaons, Inc. ("OptiLink"),
a corpration incorprated on the 22nd day of Apnl i 998.
THIR: That DURO Communcation Corporation, a Delaware corpration ("DURO"),
O\IJS one hundred pecent (100%) of the issued and outstading stock of all clases of ALEC
and OptiLink.
FOURTH: That DURO, by resolution of its Board of Direcors. duly adopted by
unanmou.c; wrtten consent and filed with the minutes of the Boar of Directors. on the 14th day
of Februy. 200 i. adopted the Plan of Me:ger between ALEC and OptiLink (the "Plan of
McrgaJ'), attached hereto as Exhibit A.
FIFTH: That the Plan of Merger has been duly adopte by the Board ofDh-ecors of
ALEC an OpriLink as of March 20t 2001.
SIXTtl: That, puruant to Secti(\n 271 B. i 1-030 of the Kentucky Business Corpraon
Act, the apval of the sharholder of ALEC was not required to effect the merers descnbedhen.
SE\~TH; That the approval of the shai.eho\der of OptiLink was reuire to effect the
mererdesòe herei an th~ designation and nun:.be of outstanding shares entitled to be cast
was 47,00 shares of common stock, no pa value.
!1-27.'201 13: 49
EJGHIH: That the total number of undisputed votes cast for the OptiLi Plan of
Merger was 47.00. an that the nwnbe of votes cat for the OptiLin Plan of Merger was
suffcient for approval by the sharholder as require.
NINTH: That th merger shall beme effective on the date.the Arcles of Merger ar
fiied the Deparent of State of the Commonweath of Kenmcky.
2
P.03
IN WITNESS WHEREOF. tlm1 ALEC and OpliLink have caused these Anicles of
jvfen~cr:o be shmcd us (\lthis:i~'\il.av of March, 2001... ~ ----,
ALEC. INC.
By:
, ,,/', / t 11
. , , . "' i ¡/ i-Ii.l ".! l. -+~Y'
N~it' : J;~ G. Ha~'iis I
TiJI' Presideni (J: oJ
OPTILJNK COMMUNICA TlONS. INC.
v
By:
i(.52~ì~.1 Iib.:
3
Exhibit A
PLAN OF MERGER
¡~
~-27-2Øl 13:49 P.06
PLAN OF MERGER
Ths Plan of Merger (hereinafter refered to as the "Plan"). entered into (.'n the 23rd day
of Marh. 2001. by an between:
ALEC, Inc., a Kentucky corpration ("ALEC")
and
QptiLin Communcations. Inc. ("OptiLink").
WHEREAS, DURO Communcation Cororation, a Delawar corpration ("DURO")
own one hundred percet (100%) of the issued and outstading stock of all classes of ALEC
and OptiLink, an as such sole shareholder has determined that it wil be in the best interest of
DURO to merge and consolidate OptiLink into ALEC as the surving corpration;
WHEREAS, the Board of Diretors of eah of DURO, ALEC and OptiLink b3ve
respetively deterined that it will be in the best interest of each entity to merge and consolida.te
OptiLin into ALEC as the surving coipormion, effective upon the filing of Certficates of
Merger in Kentucky.
NOW, THEREFORE, in consideration of the foreoing, it is agee as follows:
1. For and in .considertion ~ r 'he asswnption by ALEC of all liabilties of OptiLink,
all of the assets of ever kind and t~ . ....i¡:.:on of OptiLink are hereby merged into and conveyed
to ALEC. .
2. The searate existence ofCptíLink shall ceae upon the execution of ths Plan and
the filing of Certficates of Merger with the Secretar of State of the Commonweath of
Kentucky (the "Effective Time").
3. Each share of ALEC that ii. issued and outstanding immediately pror to the
Effective Time shall remain issued and outstanding without change.
4. All shares of capita stock of OptiLinl held in the trasur of OptiLìn
immediately prior to the Effective Time shall be caceled, With01;;t the payment of any
considertion therefor.
S. All other shares of capita stock of OptiLink which are outstanding imediately
prior to the Effective Time shall be canceled and retre withut any action on th pa of th
holder thereof.
IN WITNESS \\lIEREOF. the parties hu\.c c.':ccuted ihis Agreeinent as a scaled
instrument on thc daie first ahu\'c wrillcn.
ALEC. INC
By:
I'J
OPTIUNK COMMLINICA TrONS, INC.
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ARTICLES OF MERGER
043.2067.09
John Y. Bron II
Serelry of Stat
Received and AkK
021712 01:32 PM
Fee Rec~lipt: $5.00
Glia
PAOM
MERGING
GIETEL, INC. t.!& 7 e C, 1
INTO
ALEC~INC.
In accordane with Setion 2718.11-050 (lfthe Kentucky Business COlporation Act, ,he
following Arcles of Mergr are submitted. ALEC, Inc.. a corpration organized and existing
under the laws of Kentucky ("ALEC").
DOES HEREY CERTIFY:
FIRST: That the surviving corpration is ALEC, a corporation incorprated on the 28tb
day of April 1997, puruat to Section 2718.2-030 of the Business Corpration Act of the
Commonwealth of Kencky.
SECOND: 'That the mergig corporation is GIETEL, Inc. ("GIETEV'), a coipration
incorprate on 1te 27th day of Februry i 998, pìl'Uant to the North Carolina Business
. Corporation Act.
TIRD: That DURO Communication Corpration, a Delawar corpration ("DURO"),
own one hundr percent (100%) of th issed and outstading stock of all clasSi:s of ALEC
andGIETEL.
FOURTH: That DURO, by resolution of its Boar ofDiretors~ duly adopted by
unanimous wrttn c.t)osent and filed with the minutes of the Bod of Dirtors, 011 the 14th day
of Febru, 2001, adopted th Plan of Merer between ALC and GIETEL (the "Plan of
Mergeri, attched hc~reo as Exhibit A.
FIFIH: Tht the Plan of Merer has be duly adopted by the Board of Direors of
ALEC as ofFebrw 14,2001 and the Bo of Directors ofGIETEL as of December Id-,
2001.
SIX: Tht. puruant to Section 2718.1 i .030 of the Kentuky Busins Corption
Act, th approval of tle sharholder of ALEC was not il:uire to eftèct the mergers ilcrbe
herein.
SEYENTH: l1iat, pulSuat to Seon 55-11-03 of the Nort Calina Busines
Corption Act, the approval of the shareoldcES oHìlETEL was require to effec th meger
desbed hern, and the deigntion and numbe of outstding shs entitled to be cast was
i,oo shar of conimcll stoc~ no par value.
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EIGH1H: That the total number of undi¡;puted votes cat for the GIEL Plan ofMcrer
was 1,000, altd tht the number of votes cast for the GiETEL Plan of Merger was sufcient for
approval by the shaholders as reuire by Chapter 55 of the Nort Caolimi Generl Statutc.:.
NINH: That the merger shall beome effective on the date the Anic:les of Metr are
filed with the &:creta of State of the Comiml'eal th of Kentuc ky .
(REMAINER OF PAGE INNTIONALLY LEFT BLANK)
2
IN WITNESS WHEREOF, that ALEC and GIETEL have caused theSl~ Aricles of
Merer to be signed a.~ of this .. day of December, 200 I.
ALC'INC~nl A I
By: __ Wl-
Name: OsV'al . deFana, Jr.
Title: President
By:
Name: Osvado F. deFaria, Jr.
Title: Prident
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E:thibit A
PLAN OF MERGER
See Atthment
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Exhibit A
PLAN OF MERGER
Ths PI'an of Merger (hereinftr referd .10 as tbe "Planj, is entere iiiito as of the i;l.-i
day ofDecmber, 2001 by and beeen ALEC~ J(nc.~ a Kentucky corpraon (1lereinafter
refer to as .~ A.LEC) an GIETEL, me., a Ni::11b CaJina corpration (herinaftr refer to
as "GIETB j.
WHREAS, DURO Comuncation C(lrpratio~ a Delawar corration (hina
refer to as "'OUROj own one hundr peei~ (IOOIÓ) of the issued and outs stock of
aU cla of AU~C an GIETEL, and as such :!ol..,: shholder ba detned tbat it will be 211
the be inte of DURO to mee and consotiii'llle GIEL into ALEC, with ALEC as th
su;vig corpation;
WHRE, th Boa ofDitolS of e~cli of DURO, ALEC and GIEL have
reely dete.ed tht it win be in th bea: inter of eacb entity to mee and conslidtiI:e
GIEL into ALEC, with ALEC as th survig c~orpration, effeftive upn the filig of the
AI1icles of Mergcr.r in Kentuky _
NOW, THiEREORA in consideration o:f'tlie foregoing, it is agree as follows:
1. F.ot' and in consideration of the 8Sswnpton by ALEC of all liabil~ies of GIEl..
aU of th as of ever kid and desption of GllETL are herby merged into and coveyec
to ALEe.
2. niC~' septe exstence ofGIE shall ce upon the execution of ths Plan and
the filing of Arcles of Merer with the Secta oilState of the State of Nort Carli and th
Arcles ofMcrcr with the Secta of State of rbe Commnwealth of Kentucky .
3. 1' title to al re eslae and oth prop owned by GffL is Ilby vesed
in ALEC with reveron or iment
4. ALEC he as all1iabi1ties lo,fGIEL as the surving cortion.
5. Any pring peing ag GIE may be coued agt ALEC as if
th me did no 4Jicur~ ()r~ in th alteve, ALC may be sustituted in an such prg~
6. Eai sh of ALC that is iss an outg iniediately pror to the
Bff'Cve Ti shal re ised an oug ~'ithut chge
7. Al S:ha of caital stk of GIE beld in th tr of GIE
imly pror to th Effecve Time shall be canc~ied witht th paymt of ~iny
ccnsdetion thtiti.
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8. AU oth share of capital stoe.: of OIEL which are outstading immediate:!y
pnor to the Eftèctive Time shall be canceled and retired without any action oni the pa of the
holder thereof.
9. There shall be no additional shures issued by ALEC to GIETI~ beause ofthìs
merger.
10. Both entities shall execute an iiistcuents neessa to effect tJùs merger.
(RMAER OF PAGE INTF.l\'TONALLY LEFT BLANK)
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IN WINESS WHREOF, th pares have executed this Agrment as a sealed
inent as of the date first abve wrtten.
ALEC, INC.
By:
GIETEL,IN
By:
DO73. J
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State of Idaho
J;"~~;ißice of the Secretary of State '
CERTIFICATE OF AUTHORITY
OF
ALEC, INC.
File Number C 183163
I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated: May 15, 2009
L~
SECRETARY OF STATE
By
,~~-'\)/ i, /j
//:,n-:( /ÍY --~/
EXHIBIT 2
Officers and Directors
Of
ALEC, Inc.
Officers:
Matthew J. Philips
250 W. Main Street, Suite 1920
Lexington, KY 40507
Jeffrey Carr
250 W. Main Street, Suite 1920
Lexington, KY 40507
Scott Edelen
250 W. Main Street, Suite 1920
Lexington, KY 40507
Mark i. Hayes
250 W. Main Street, Suite 1920
Lexington, KY 40507
Directors:
Matthew J. Philips
250 W. Main Street, Suite 1920
Lexington, KY 40507
Andrew McKay
250 W. Main Street, Suite 1920
Lexington, KY 40507
Wright Steenrod
250 W. Main Street, Suite 1920
Lexington, KY 40507
Dan O'Brien
250 W. Main Street, Suite 1920
Lexington, KY 40507
George Tronsrue
250 W. Main Street, Suite 1920
Lexington, KY 40507
Ray Moncrief
250 W. Main Street, Suite 1920
Lexington, KY 40507
Offcers and Directors
President and Chief Executive
Officer
Chief Operating Offcer
Chief Financial Officer
Senior Vice President of CLEC
Operations
RECEIVED
Exhibit 4
7ßtQ JUN\ 2AH 10: 20
iDAHO P iG
UTH..TIES CO ISS10NRules Compliance Statement
Of
ALEC, Inc.
IN THE MATTER OF THE )
APPLICATION OF ALEC, INC. )
For a Certificate of Public Convenience )
And Necessity to Provide Local Exchange)
And Interexchange Telecommunications )
Services within the State of Idaho )
c\\fFOBEFORE THE IDAHO PUBLIC UTILITIES COMMISSI~C~ . ,ø
\1 ~t\ \O~ 2,0talt).ø .,
\01\\-0 ?dJ~\~S\ON
\rt\\.\1'\ES C
State of Kentucky )
)
)
ss:
County of Fayette
CERTIFICATION
I, Mark i. Hayes, Senior Vice President of CLEC Operations of ALEC, Inc., being first
duly sworn, deposes and says that he has read the foregoing Application and knows the contents
thereof; and
That the same are true of his knowledge, except as to matters which are therein stated on
information and believe, and as to those matters, he believes them to be tre.
ALEC, Inc. has also reviewed all of the Commission's Rules and agrees to comply with
them.
ALEC, INC.
By:~.~~'ak~yés
Senior Vice President of CLEC Operations
Subscrbed and sworn to before me ths ¡; 't-" day of ~,2009.
~ :hcirL.ù4?M
NOTARY PUBLIC
My Commission eXPires:~ S. ,;0 i J.
,