Loading...
HomeMy WebLinkAbout19970904Application.pdfL;242 7 7 GARY G. ALLEN CHRISTOPHER J. BEESON MICHAEL C. CREAMER Roy L CIOUREN JEFFREY C. FEREDAY L. W. GRANT III J. BART GREEN ROBERT C. HUNTLEY, JR. RICHARD W. JAN KOWSKI KARL T. KLEIN DAVID R. LOMBARDI KIMBERLY D. MALONEY KENNETH R. MCCLURE CHRISTOPHER H. MEYER L. EDWARD MILLER PATRICK J. MILLER S . LAW OFFICES.- GIVENS PURSLEY & HUNTLEL\. A LIMITED LIABIUTY PARTNERSHIP 277 NO. 6TH STRE.'lJITE 200 P.O. Box 2720 • BOISE, IDAHO (209) 388-1200 ' FACSIMILE (aoe) 388-1201 September 4, 1997 JUDSON B. MONTGOMERY TERRY L MYERS RAMONA S. NEAL STEVEN L. OLSEN W. HUGH ORlORDAN ROBERT L PHILLIPS KENNETH L PURSLEY GREGORY J. V,ETZ CONLEY WARD STEVEN R. WEEKS STEPHANIE C. WESTERMEIER RAYMOND 0. GIVENS JAMES A. MCCLURE OF COUNSEL VIA HAND DELIVERY Ms. Myrna Walters, Secretary Idaho Public Utilities Commission 472 W. Washington Street Boise, ID 83702 Us- -I MICHAEL C. CREAMER DIRECT DIAL (208) 388-1247 Matter: Joint Application Our file: 3963-12 Dear Ms. Walters: Enclosed please find one (1) original plus seven (7) copies to be filed, as well as two (2) copies to conform of the following: 1. Joint Application of Albion Telephone Company, Westel, Inc. and U S WEST Communications, Inc.; 2. Joint Application of Midvale Telephone Exchange, Inc., Sawtooth Telephone, Inc. and U S WEST Communications, Inc.; 3. Joint Application of Project Mutual Telephone Cooperative Association, Inc. and U S WEST Communications, Inc.; 4. Joint Application of Farmers Mutual Telephone Cooperative and U S WEST Communications, Inc.; ( o L -T- 97-15. Joint Application of Silver Star Telephone Company, Columbine Telephone Company, Inc. and U S WEST Communications, Inc.; 6. Joint Application of Direct Communications Rockland, Inc., Direct Communications Lakeside, Inc. and U S WEST Communications, Inc.; 7. Joint Application of Cambridge Telephone Company, Council Telephone Company and U S WEST Communications, Inc.; and Ms. Myrna Walters, Secretary September 4, 1997 Page 2 8. Joint Application of Fremont Telcom Co. and U S WEST Communications, Inc. Please ifie these Applications and return the conformed copies to me. Sincerely, IIAMYficaiel C. Creamer Enclosures MCC:dr 3963\12\0ORR\WALTER0I.MCO . C Conley E. Ward Michael C. Creamer GIVENS PURSLEY & HTJNTLEY LLP 277 North Sixth Street, Suite 200 P.O. Box 2720 Boise, Idaho 83701-2720 Telephone: 208-388-1200 Facsimile: 208-388-1201 396312\SILVER.CRT ('[I: Q L. '1 P u rmn 14 r r) J._j j lit I Ut.) i; Attorneys for Silver Star Telephone Company and Columbine Telephone Company, Inc., dba as Teton Telecom Communications Mary S. Hobson STOEL RIVES 999 Main Street, Suite 1015 Boise, Idaho 83702-9011 Telephone: 208-389-9000 Facsimile: 208-389-9040 Attorneys for U S WEST Communications, Inc. BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION IN THE MATTER OF THE APPLICATION OF SILVER STAR TELEPHONE COMPANY AND COLUMBINE TELEPHONE COMPANY, INC. DBA TETON TELECOM COMMUNICATIONS, FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY AND APPLICATION OF U S WEST COMMUNICATIONS, INC. FOR AMENDED CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY JOINT APPLICATION OF SILVER STAR TELEPHONE COMPANY, COLUMBINE TELEPHONE COMPANY, INC. AND US WEST COMMUNICATIONS, INC. COME NOW Silver Star Telephone Company and its affiliated company Columbine Telephone Company, Inc., dba Teton Telecom Communications (collectively "Columbine") by their attorneys, Givens Pursley and Huntley, LLP, of Boise, Idaho, and respectfully request that Columbine Telephone Company, Inc. be granted a Certificate of Public Convenience and Necessity recognizing Columbine's JOINT APPLICATION OF SILVER STAR TELEPHONE COMPANY, COLUMBINE TELEPHONE COMPANY, INC. AND U S WEST COMMUNICATIONS, INC. - 1 S acquisition of the assets of U S WEST Communications, Inc. ("U S WEST") located within the Driggs, Victor and Tetonia telephone exchange ("Exchanges"); and U S WEST, by and through its attorneys Stoel Rives, of Boise, Idaho, and respectfully requests that its existing Certificate of Public Convenience and Necessity be amended to reflect its sale of the Exchanges. INTRODUCTION 1.Joint Applicants are telecommunications corporations subject to the Idaho Public Utilities Commission (the "Commission") regulatory jurisdiction pursuant to Idaho Code, Title 61. The Commission has jurisdiction over the sale and transfer of telephone exchanges pursuant to Idaho Code §§ 61-302, 61-526, 61-528, and 62-615. 2.In September 1994, Columbine and U S WEST filed ajoint application with the Commission requesting approval of the sale of the Driggs, Victor and Tetonia, Idaho exchange areas, and for the transfer of that portion of U S WEST's Certificate of Public Convenience and Necessity pertaining to the Exchanges ("Certificate"). 3.In March 1996, upon reconsideration and subject to certain conditions, the Commission approved the sale of the Exchanges and the transfer of the Certificate. Order No. 26353. That Order required U S WEST to amend its Certificate of Public Convenience and Necessity to reflect the sale of the transferred Exchanges, and required Columbine to file to include the purchased Exchanges within the purchaser's certificated service area. Order at 22. 4.On May 14, 1997, the purchase and sale of the Exchanges were consummated and Columbine assumed control and responsibility for providing local exchange service within the Exchange areas. 5.Final closing of all the purchases and sales contemplated by Order No. 26353 occurred on May 14, 1997. 6.Columbine and U S WEST make this filing to comply with the Commission's requirement that a Certificate be issued to the purchaser evidencing the transfer of the Exchange. 7.Copies of Columbine's Certificate of Incorporation and Articles of Incorporation are attached as Exhibits A & B. WHEREFORE, Columbine and U S WEST request the following: 1. That this Commission grant Columbine Telephone Company, Inc. a Certificate of Public Convenience and Necessity which reflects the acquisition of the Exchanges purchased from U S WEST described below and indicated on the map attached as Exhibit C hereto: JOINT APPLICATION OF SILVER STAR TELEPHONE COMPANY, COLUMBINE TELEPHONE COMPANY, INC. AND U S WEST COMMUNICATIONS, INC. -2 S . Bonneville County T3N, R44E, Those portions of Sections 2 and 3 in Bonneville County; Section 10; those portions of Sections 11 and 14 in Bonneville County; Sections 15, 22 and 23; those portions of Sections 24 and 25 in Bonneville County; Sections 26, 27, 34 and 35; that portion of Section 36 in Bonneville County T3N, R45E, Those portions of Sections 31, 32, 33 and 34 in Bonneville County Madison County T6N, R42E, Those portions of Sections 1, 12, 13 and 24 lying East of Canyon Creek T6N, R43E, Sections 5 through 8; 17 through 20; 29 through 32 T7N, R42E, Sections 25; E1/4 26; 36 UN, R43E, All of Sections 19 and 20 in Madison County; Sections 29 through 32 Teton County T3N, R44E, Section 1; those portions of Sections 2, 3 and 11 in Teton County; Section 12; and those portions of Sections 13, 14, 24, 25 and 36 in Teton County T3N, R45E, All in Teton County T3N, R46E, All in Teton County T4N, R44E, All T4N, R45E, All T4N, R46E, All in Teton County T5N, R44E, All T5N, R45E, All T5N, R46E, All in Teton County T6N, R43E, Sections 1 through 4; 9 through 16; 21 through 28; 33 through 36 T6N, R44E, All T6N, R45E, All T6N, R46E, All in Teton County T7N, R43E, All in Teton County T7N, R44E, All in Teton County T7N, R45E, All in Teton County T7N, R46E, All in Teton County T8N, R45E, All in Teton County T8N, R46E, All in Teton County 2. That the Commission amend U S WEST's Certificate of Public Convenience and Necessity to reflect the sale of the above-described Exchanges to Columbine; and JOINT APPLICATION OF SILVER STAR TELEPHONE COMPANY, COLUMBINE TELEPHONE COMPANY, INC. AND U S WEST COMMUNICATIONS, INC. - 3 S 0 3. That the Commission grant Columbine and U S WEST such further relief as the Commission deems appropriate under the circumstances. DATED tbis4)9ay of 4f4J 1— , 1997. STOEL RWES GIVENS PURSLEY & HIJNTLEY, LIJP By: t) '-~ 14 ZL~D Michael C. Creamer Attorneys for Silver Star Telephone Company and Columbine Telephone Company, Inc., dba as Teton Telecom Communications By: /1471' Mary S. bbson Attorneys for U S WEST Communications, Inc. JOINT APPLICATION OF SILVER STAR TELEPHONE COMPANY, COLUMBINE TELEPHONE COMPANY, INC. AND U S WEST COMMUNICATIONS, INC. - 4 State of Idaho CERTIFICATE OF CORPORATE STATUS OF COLUMBINE TELEPHONE COMPANY, INC. I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify that I am the custodian of the corporation records of this State. I FURTHER CERTIFY That the records of this office show thaf the above-named corporation was incorporated under the laws of Colorado and was issued a certificate of authority in Idaho on August 7, 1996 under the file number C 116008. I FURTHER CERTIFY That the corporation is in goodstanding on the records of this office. Dated: May 14, 1997 SECRETARY OF STATE N_\ \ By S I TEE RESTATED APIES OF ISCOR2ORAIQT AND LENDN'S OF COLUIN TLEPEONE COMPANY, INC. / ) EXHIBITJ_ S TABLE OF CNTETIS 1 Pac e ARTICLE I 1 ARTICLE IT DUR.TIOT . .1 ARTICLE III PURPOSES .1 ARTICLE IV At3TORIZED SEARES .3 ARTICLE VI REGISTEERED ARTICLE VIII DIRECTORS ATDcIJMTJLATIVE ARTICLE IX REGULATIOTOF INRTALAFFAIRE ...................... 5 (a) Bylaws ................................................. 5 (b) Contracts with Interest-e- Directors. or Of!icrs ........ S ARTICLE X SPECIAL REQUIREMENTS FOR DIRECTOR ACTION ...... ........ ARTICLE XI SE.k.REEOrDER VOTE REQUIRED FOR FUNDAMENT.L CE?_TC-ES. . .7 ART±CLE XII RESTRICTIOTs OT TRANSFER OF STOCK.... ............. S ARTICLE XIII PRE-EMP.TIVE RIGHTS ................................. 8 ARTICLE XIV: LIMITATION UPON DIRECTORS' LIABILITY.............. 9 ARTICLE XV: flTDEMNIFICATICN ................................... 10 ARTICLE XVI: TO1ASSESSIBILITY................................. 10 ARTICLE XVII: RIGET TO A1END .................................. 10 RESTT IcLES OF ICORpQRATIQT AZENDMrS OF CQLUIE TELZPEONI COMPANY, INC.. The Directors and Shareholders of Columbine Telephone Company, Inc., a Colorado corporation, adopted a Resolution to set forth the proposed Restated Articles of Incorporation and Amendments. All outstanding shares of stock of the Corporation voted for the Restated Articles of Incorporation and Amendments. The Directors set forth the provisions of the Articles of Inccrccratioei, as amended, pursuant to Sections 7-2- 107 and 7-2-112 of the Colorado Corporation Code, and in accordance with the provisions of such sections, .tha following information is set forth which supersedes the original Articles 01-Incorporation, and any amendments thereto: A.RTICLE I t The name of this Cororation is: Columbine Telephone Company, Inc. ARTICLE II DURATION The duration of the Corporation shall be perpetual. ARTICLE III PURPOSES (a) This Corporation is organized for the basic purposes as follows: To acuire, own, hold and operate local, rural and long distance telephone lines, switchboards, exchanges and other telephone property and to furnish local, rural and long distance telechc4nd c nunicaticns serviCe the genera oublic as a cabl4c utility in the Counties of Alamcsa and - -... Saguache, and elsewhere within the State cE Colorado as the bcard of directors may from time to time deternine, and to own, ocerate and maintain all=ales, wires, cables, rights-of-way, eazc=cnts, franchises, certificates or public convenience and aecssity, licenses, acourtenances, and other crocerty and property rights, both real and personal, as may be deemed necessary Ear the proper, practical and convenient operation of the businesz at orovidirig a comunicaticr.s service to the general public, or otherwise, as a public utility, or otherwise; to own, ocerate and maintain a ueneral comunications business of every kind a.m.d nature, and to own, ocerate, lease, and maintain all apparatus, equipment, machinery, devices, structures and other - property, real and cer.sor.al , necessary, proper or ...convenient for the ) operation and maintenance of any such business; to aocui:e, own, use and eno- real estate, easements, rights-of-way and other property rights and interests, and any and all personal property, by lease, purchase or otherwise, and to use, enjoy, mortgage, sell, lease and dispose of the same when deemed proper, necessary or advantageous by the Board of Directors of said corporation; to own, hold, manace, operate, use and maintain, and to purchase, erect, lease or otherwise acuire title to power generating plants or stations, together with service and distribution lines, and to use, sell, distribute or dispose of all or any part of the power or electricity generated thereby, or any surplus not required by the business of the corporation in furnsnng ccu.nicatjor.s s'ice to the oublic or othe•se, and to deal generally therein. -• (b) This Corporation shall have all rights and ocwe normally ascribed to arid incidental to said basic purpose and to business oerations in general including, but not limited to, raising capital and operating monies; entering into, erforming arid carrying out contracts; entering into Oirit VritUeS or limited or general partnership, and to act as a general partner in one or more limited partnerships; acquiring1 by purchase or otherwise, maintaining, deve1o4_ng, jmoro'ijnc, fi nancir.g, mortgaging, selling, renting, or exchanging such real property, ecuipment and other facilities as are needed by the Corporation; and to undertake all business tansactior.s, functions and service ordinary and necessary to the business, as set fortli above, or any other lawful business authorized under the laws of this ) State. (c)This Ccr.o:atioa shall also have as its purpose the pursuit and development of any other business opportunities that relate to its basic purpose, as set forth above. (d)The Corporation may engage in other lawful activities providing that its bylaws and/or records reflect- proper action permitting such activity. ARTICLE IV AUTHORIZED SFAR.ZS The aggregate number of shares of common stock which the Corporation shall have authority to issue is 100,000 having a l.00 par value. Each share shall participate equally in the -3- earned surLus anSividens of the CorporatS as weLl a share ecually in the distribution of the assets of the Ccroraticn uoi dissolution -and- termination. There shall be one (].) class of common stock. Such common stock shall be divided into votin g common stock and non-voting common stock. Twenty-Five Thousand (25,000) shares shall be designated as voting common and Seventy-Five Thousand (75,000) shares designated as non-voting coon. As between the voting and non-votin g common the voting rights shall be the sole difference. ARTICLE V REGiSTERED OFFICE ?D AGENT The address of this Corporation's registered office is 8621 Monroe Street, Ecoper, Colorado 83116, and the-name of its registered agent at such address is Louise Williams. ARTICLE VI DIRECTORS AND 3MULATIVE VOTING The number of Directors con stituting the Board of Directors of this Corcration is six (6) and the names and addresses of persons who are to serve as Directors are as follows: NAME Melvin R. Eoopes Ard.ell C. Eooes Bonnie E. Hoopes ADDRESS Box 226 Freedom, Wyoming 83L20 Box 226 Freedom, Wyoming 83120 326 stonehedge Drive, -1 9L Salt Lake City, Utah 84107 -4- Stephe.-0 Ecopes BoX2Ø Wvcig 83120 Box 226 A.U.en R. scopes Bo eedo, Wycoing 83120 Brad E. Eccpes 4665 Quail Vista Lane, G Salt Lake City, Utah 841.117 Such Directors are to be elected by cumulative voting, in that each Shareholder shall be entitled to Vote all of his whole or fractional shares cumulatively. ARTICLE VII REGULATIO& OF ITERT?L kFFAIRS (a) Bylaws: The majority of the Directors may adopt bylaws for the Corporation which are cc itent with these Articles and the laws of the State of Colorado, and may amend and repeal from time to time any bylaw as provided here.after. (b)Cont:act5 with Interested Directors or Officers. To (I.) contract, lease, or other transaction between the Coro:ation an& any other corocrajon and no other act of the Cororation with relation to any other corporation shall, in the absence of fraud, in any way be invalidated or otherwise affected, by the fact that any one or more of the Directors of the Corporation is pecuniarily or otherwise interested in, or are Directors or Officers of such other cororatjcn. Any Director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary or affiliated Corporation without regard to the fact that he is also a Director of such subsidiary or affiliated Cororation. Any Director of the Corporation, individually, or any firm or association of -- S which any D:rectr m av be a ebe:, may be a party , to, or may he cecuniarily or otherwise interested in, any contract, lease or other transaction with the Corrcration, provided that the fact that he individually or as a member of such firm or association is such a party to, or is soined in, any contract, Lease, or other transaction with the Cororation, shall disclose, or shall have been known, to the Board of Directors or by a majority of such members thereof as shall be present at any meeting of the 3oard of Directors at which action upon any such contract or transaction shall be taken; and in any case described in this paragraph, any such Director may be counted in dete:ir.ing th existence of a quorum at any meeting of the Board of DLrector.s which shall authorize any such contract, lease, or other transaction and may vote thereat to authorize any uch contract or transaction. C. ARTICLE VIII SPECIALREQJIBITTS FOR DIRECTOR ACTIC LNT Excet with the affirative vote of not lass than fifty-one percent (31%) of the total number of Directors constituting the entire Board, the Board of Directors or any committee thereof shall not have the power, or take any action the result of which would be to: (a)amend, repeal or alter in anyway the Artic'es OIL Incorporation or Bylaws of the Corporation; (b)merge or consolidate or agree to merge or consolidate the Corporation with or into any other corporation or corporations; ... ) liquidate ' recranire or recapitalize the Car oration or adoct any clan to do so; (d)issue or sell any shares of Cacji Stock of the Cororatjon or any optoas or riclits to purchce any shares of Cacjtaj. Stock of the Corporation, whether or not such shares have been creviouslcr authorized or issued; (e)declare or pay any dividends on, or make arty other distributions ucon or in rescect of, or purchase, retire or retain any Shares of the Capital Stock of the Corporation, or set aside any funds for such ouroses. A.RTICLE IX SEL?EEOLDER VOTE REQUIRED FOR TDATTAL CE.NC-ES The affirmative vote of holders of fifty-one cecent (51%) or the oultstand4na shares entitled to vote shall be ( _-) necessary for the following corporate action: (a) Amendment to the Articles of Incorcoratjon; (b) Merer or consolidation of the Corcorati.ci; (c) Reduction or increase of the stated capital. of the Cororatjon; (d) Reduction or increase in the number of authorized shares of the Corporation (e)Sale, lease or exchange of the major portion of the property or assets of the Corporation; (f)Dissolution of the Corporation. -7- 0 S ARTICLE X RESTRICTIONS ON TRSFZR OF STOCX If (a) any two or more Shareholders or subsc:ibrs to stock of the Corporation shall enter into any agreement abridging, limiting or restricting the rights of any one or ncce of then to sell, assi, transfer, mortgage, pledge, hvothecate or 44_-Zansfer on the books of the Corporation, any or all oJI. the stock of the Cororation held by then and if a copy of said agreement shall be..filed with the Corporation, or if (h) the Incorcorators or the Shareholders entitled to vote shall adoot any bylaw provision abridging, liniting or restricting the aforesaid rights of any Shareholders, then and in either of such • events, all certificates of shares of stock subject to such .:abridg=ens, imitations or restrictions shall have a reference thereto endorsed thereon by an officer of the Corporation and such stock shall not thereafter be transferred on the books of the Corporation except in accordance herewith or with the terns • and provisions of such agreement or bylaws, as the case may ha. ARTICLE XI PRE-EMPTIVE RIGHTS The authorized and treasury stock of this Corporation may be issued at such tine, upon such terns and conditions, and for such consideration as the Board of Directors shall determine. Shareholders shall have pre-emptive rights to acquire unissued shares of this Cororation in the manner and subject to the imitations prescribed by this Article, and not otherwise. Before the Board of Directors shall issue any unissued shares of -a - S this Cororati, authorized in these Articles or by later amendment, it shall notify each Shareholder of the proposed issuance of the terms and Cotditions under which the shares are DroDosed to be issued. For a period of thirty (30) days altar the giving of such notice, any Shareholder shall have the rthts, on the same terms and conditions as is stated in the notice, to acuire such MOrtion, of the shares proposed to be issued as the shares held by such Shareholder bears to the total shares issued and outstanding at the time such notice is given, such right to be exercised by giving notice of such election to the Cornaration at its registered office. If any shareholder does not give notice of his election to acuire such shares within such day period, period, the shares may be issued to others, but only on terms and conditions no more favorable than the terms and conditions -.Stated in the notice to the Shareholders. Except as provided for (-i above, no .other pre-emtive rights shall vest in any Shareholdar. ARTICLE X1 I LIMITATION LIP-Off DIRECTORS' LIABILITY To the fullest extent permitted by the Colorado Corporat-ion Code, as the same exists or may hereafter be amended, no diretor of the corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of a director's duty' of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of- law, (iii) for actions under Section 7-3-101.5 of the Colorado - Ccroration Coder (iv) for any tzansact.-4 0from which a director derived an improper persaaal benefit. -. ARTICLE XIII INE 4 r 1ZATIOT The Corporation shall iave the power to indemnify, to the maximum extent permitted, by law, as amended from time to time, by exress provision in its By-Laws, by agreement, or by majority vote of either its shareholders or disinterested directors, present or former shareholders, directors and/or officers, agents, and/or employees of the Corporation. A.RTICLE XIV NQN'ASSESS 13 ILITY Shares of the Corporation shall not be subject to assessment for paent of debts of the Corporation.. ARTICLE X1 RIGHT TO ?1€TD These Articles may be amended as provided herein. The Corporation reserves the right to amend, alter, change or epeal - any provision of these Articles, in the manner now or heeaft prescribed by law, and by these Articles; and all rights and powers co,f erred herein on Shareholders and Directors are subject • to this reserved power. DATED this /) day of l9 COLCThSINE TELEPHONE COMPANY, INC. -.--.. .. f. 's-. •%.,• - MeJ/viti R. E000es, prestd n -10- - ATTEST: S do - Ardell C. Ecopes, Sec:eta.v STATE OF UT-A=-) )ss. COUNTY OF SALT LAKE ) C.) I, uJ. '-rn,,i1 a ota Public, certify that on the 1 day of 71YI , 119 Melvin R. Eooes and Ardell C. E000es, p ersonally apea.red before me who, being first duly sworn, severally decl.ared that they are the persons who sicned the foregoing document as Officers and that the statements therein contained are true. Residin in: ('LLiJZ7jLLZr My Commission expires: -11- Nino MOM I ON KIRMOIN m It iI ri IdkI I IEUwiuw - IN in is OR WIN Sim 1111111P., lmmom IIiu me OF in in IN 11.111 rAll 'tL'I 1I1 MEN mom 1111111111111112 m MEN fIIh1ii MINE 1.100 M 1iurir mom 111111111111HER No ME arm MOM ONE Nil m. in im No _u No mm IN i1i_ on IN mm OWN ON OM MEMB EWE EWE in IN .in ON No ON IN z C) I- R42E R43 R44 R45 R46 Joint Application Exhibit Page 1 of 1 9 z N- I- z Co I- z co z F- z U) I-