20170302Application.pdf

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March 1,2017
Via Email
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Native Network, Inc.
Application for Registration to Provide Facilities-Based Wholesale Local Telecommunications
Services
Dear Ms. Hanian:
Per Order No.32277, please find enclosed for filing the PDF version of the above referenced registration
submitted on behalf of Native Network, Inc.
Any questions you may have regarding this filing should be directed to my attention at 407-740-3006 or
via email to [e-mail]. Thank you for your assistance in this matter.
Sincerely,
/s/ Carey Roesel
Carey Roesel
Consultant to Native Network, Inc.
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Ms. Diane Hanian, Commission Secretary
Idaho Public Utilities Commission
472West Washington
Boise, lD 83702
RE:
cc:
file
tms
Enclosures
CR/gs
Jenny Rickel - Native Network
Native Network - ID Local
IDLlTOO
l5 I Soutlilrall Lane, Suite 450 - Ir"Iaitlaud, fL 3275 I
P.O. Dran'er 200 - Wirrter Park, FL 3279A-0200 - Telephone: [phone] - Facsimile: 407- 740-0613
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I}EITORE THE IDA}IO PUBLIC UTILII]IES COMMISSION
Application ftrr Registration of )
Native Network, Inc. )
To Provide Facilities-Based Wholesale Local )
Telecommunications
Scrvice Througltout ldaho )
0r
NNI-T-t7-oICase nNo.
APPLIC.ATION FOR RIGISTRATION TO PROVIDE
FACILITI ES-BASIID WH OLBSALE LOCAL
TELECOIT'MUNICATTONS SER.VI CES
Pursuant to IDAI'}A i l.0l .01. I l4 and the ldaho I'}ublic Utilities Commission Order No. 32277 in
Case No. CNR-T-ll-0 I, Native Nets,ork. Inc. ["Nalive Netrvork" or "Contplny") respe'ctlhlly requcsts
thfli thc ldrtho Public Litilitios Clontnrission ("Ciomnrission") approve the Conrparry's application lbr
registration as a facilities-based provider rrl'u,lrolesals local tclecornmunications services rvitlrin the State
of ldaho.
All correspotrdcrtcs. noticcs. irrcluirius antl othcr conruruniuations rcgarding this Applicatiorr
should be addressed to;
Carey l{ocsol
Consultant to Native Netrvork, lnc.
"l'echnologies Managenrent. lns.
2600 Maitland Center Parkrvay. Suite 300
lvlaitland. Florida 327-i I
Telephorre: [phone]
l:acsimile: [phone]llrnuil: [e-mail]
ln support of its Application, Native Netrvork submits the follos,ing:
Namc, Addrcss and Fornr of Business:
(n) Native Netrvork. lnc. is a corporation organized irr tlre State o[ Washington. ]'he marn
address ol'rhe Company is:
Nativc Nelu,ork, Inc.
250 East Penny Road, Suite 200
Wenatchec, WA 98801
1'elephone; 509-66 I -i45i
loll Frce: 844-558-8472
Wcbsite : r\rww.nalivcnetrvork.conr
Exhibit A includes a copy of thc Conrpanrls art'cles ol'lncor;:oration and tlre Secretary,
of State csrtilicutc.
Idaho Wholesale Application of
Native Netrvork. Inc.
Page I
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'flre Cornpan-r,'s Registered Agent in ldaho is:
C1' Corporation Systenr
92 I S Orchard Strcet. Suite G
Boise. lD 83705
(b) Officers and Directoru
Ol1lcers and Directors olNative Netrvork. lnc. are provicled as Erhibit I]
(c) Stockholdcrs/Orvncrs
Orvners holding ir 57o or greatcr interest in the Clornpany arc providcd as Exhibit C. 'l"he
Corrpany has no alllliatcs or subsidiarics.
02.-04. Not upplicable
05. Custonter Contncts
"l'he contact I'or resolution olcustorner corrrplaints is
Jenni{'cr ltickel
Native Nenr.ork. lnc.
250 East Penny Road. Suite 200
Wenatchec. WA 98801
Telephonc: 509-661-3455Enrail: irichclirlrUlitSlg.lu'ork.gg1
'l'lrc contact lbr resolution olcustorner conrplaints u,ith the (lornnrission is:
Jenniler Rickel
Native Nehvork, lnc.
250 East Penny Road, Suitc 200
Wcnatchee. \\,A 9880!'lelephonc: 509-661-345-5
Errrail: jri_q&slr(,rlui\:p-lg.[\:rrd-.-!:a!.!]
06. Intcrconnection Agreenrents
'l'lrc Company is in
Communications.
thc process of negotiating an irrtcrconnection agrcernrcnt Frontier
ldaho Wholesale Application ol'
Native Netrvork, lnc.
Page 2
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07 Compliuncc rvith Conrnrission llulcs
Tlre Applicant has reviewed all r:f thc Commission rules and agrecs to contply rvith rules
applicable to conrpetitive n holesale providers clf local teleconrnrunications sen,ices. The
Contpony respectltlly requests a rvaiver of rulcs not applicablc to such service providcrs.
08. Couscn,atiou of Telephonc Nuntbcrs.
Thc Applicant acknou,lcdgcs that. iIit obtains numbcring rcsourccs in ldaho. it rvill be sub.icct to
rturubcring consenatiolr measures. including mandatoq'onc tlrousand block pooling, donatiorr back to the
pool of unuscd or underutilized thousantl nunrber blocks. and srrbnrission ol'applicable rrtilizatiorliforeaast
repc)ils at the onrl thousand hlock level [i:r cach rnle cenler rvitlrin its sovice territory.
Wheref'ore. Native Nchvork. Inc. r'cspeclfirlly requests that the Conrnrissiorr:
l. Approve Nativc Netrvork. lnc.'s application lirr regislration to proviclc facilities-bascd
rvholesale local telecomrnunicalions sen,ices rvithirr tlre State of ldaho: and
2. grartt such othcr relief as it dee ms necessary and appropriate.
llcspcct lirl 11, su bnr itlcd.
Nalive N rk, ln
Jenrril'cr Rickel
Clrief' Operations Ol'fi ccr
Native Netrvork. lnc.
250 [:ast Penn1, Road. Suitc 200
Wenalchce. \Vr\ 98ttOl
ldaho Wholesalc Application of
Nativc Netrvork. lnc.
Page 3
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NAl-t Vti NE'rWOrrK, tNC
L:xlribit ,,\
Art ic les ol' lncorporatiorr
Secrctarv of Statr.r
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FILED
SECRETARY OF STATE
SEPTEMBER 16,2015
STATE OF WASHINGTON
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603 542 543
ARTICI,ES OT INCORPORATIONor
NATTVENETVyORN,INC.
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001
$23o.gu K
*a:3O76732
.ARTICLE T
NAME
The name of this corporation is Native Network, lnc,
ARTTCLE 2
DTIRATION
This corporation is organized under the Washington Business Corporation Act (the "&i) and shall
have perpetual existence,
ARTTCLE 3
PURPOSE A}ID POWERS
Thc purposc and powcrs of this corporation arc as follows:
3.1 To engage in any lawful business; and
3.2To cngagc in any and all activities thag in thejudgment of the Board of Directors, may at any
time be incidental or conducive to the attainrnent of the forcgoing purpose,
ARTICLE 4
CAPITAL STOCK
4. I Autborized Capital. This corporation shall have authoriry to issue Twenty Million (20,000,000)
sharos ofCornmon Stock in thc aggrcgato.
4.2 Issuence of Certificates. Thc Board of Directors shall havc tho authority to issuc shares of tlrc
capital stoqk of tlris corporation and the ceftificates thersfor subjeot to such transfor rcstrictions and other
limitations as it may deem necessary to promote oompliance with applicablc fedoral and stats sccuritics laws,
and to regulate the transfer thereof in such msnner as may bc calculated to promote such compliance or to
fu rthcr reosonable purpose.
4.3 No Cumulatlve Votlng. Shareholders of this corporation shall not have the right to cumulale
votes for the clection ofdireotors.
4.4 No Preemptive Rights. No shareholdcr of this corporation shall have, solely by reason of being
a shareholder, any praemptive or preferontial right or subscription right to any stock of this corpontioo or to
any obligations convertible into stock of this corporation, or to any warrant or option for the purchasc thoreof.
4.5 Quonrm for Meetlng of Shareholders. A quorum shall cxist at any mebting of shareholders if a
majorip of the votcs entitled to bc cast is rcprcsented in pcnon or by prory. In the case of any mecting of
sharoholders that is adjourned more than oncc bccausc of thc hilurc of a quorurn to attcnd, thosc who attend
thc third convening of such mceting, although less than I qugrumr shall neverthelcss constitute a quorum for
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the purpose of olecting dircctors, provided that tlrc percentage of shares reprcsentcd at the third convcning of
such meeting shalt not bo less than one-third of &e shares cntitled to vote,
4.6 Erecution of Shareholder Couseu{s by Less lhan Unauimous Consent of Shareholders. To
tho extent pcrmitted by thc Acg cor?orate action by shareholders without I meeting by less 0tan unanimous
approval of all shareholders entitled to voti on or approve thc corporatc action shall bo permitted. Notice tlret
shareholder consents are being sought under RCW 238.07,040(l)(a) shall be given by the corporation or by
another person soliciting such consens in accordalrce with RCW 238.07.040(3). Notioc that sufficient
shareholder consonts have bcon executed to approve the proposed corporate action under RCW
238.07.040(lXaXi) or (ii) shall bc givcn by the corporation in accordance with RCW 238.07.040(3).
4,7 Contracts with Interested Sbareholders. Subject to thc limitations set forth in
RCW 238.19.040, to the extent applicable:
(a) This corporation may onter into contrac8 and otherwise transact busincss as v€ndor,
purchascr, tcndei, bo.ro*"r, or oihenrise witlr is shareholders and'with corporations, associations, firms, and
entities in which thcy arc or may bo or become intorested as directors, officers, shareholders, members, or
otlerwise.
(b) Any such eontract or transactioo shall not bc affected or invalidated or give rise to
liability by reason of the sharcholder's having an interest in tlc contract or transaction.
4,8 Retlficstlon by Sharebolder Vote. Subjcct to the requirements of RCW 238,08,730 and
23B. 19.040, any contract transaction, or aot of this corporation or of any director or officer of tbis
corporation that shall be authorized, approved, or ratified by thc affirmative vote of a majority of sharas
represcntcd at a meeting at which a quorum is present shall, insofar as permittcd by law, be as valid and as
binding as though ratified by every shareholder oflhis corporation.
ARTICLE 5
DIRECTORS
5.1 Number of Dlrectors. Except as may bc provided in tlese articles of incoqporation as amcnded
from timc to time, the nurnber of dircctors of this corporation shall be fixed as provided in the Bylaws and
may bc changcd from time to time by amending the Bylaws.
5.2 Authority of Board' of Dlrectors to Amend Bylaws. Subject to the limitation(s) ofp.6y7:J8.10.210, and subjoct to tho powor of the shareholders of this oorporation to chango or repeal the
Bylaws, the Board of Dircctors is exprossly authorized to make, amend, or rcpeal thc Bylaws of this
corporation unlcss thc sharcholders in amcnding or rcpealing a particular bylaw provide expressly that thc
Board of Directors may not arnend or repeal that bylaw,
5,3 Contracts wlth Interested Directors. Subjcctto the limitations sct forth in RCW238.08.700
through 23B.08.730:
(a) This corporation may cntcr into contracts and otherwisc transacl business as vendor,
purchasor, tondcr, borrower, or othcrwisa with its directors and with corporations, associations, firms, and
cntitics in which they are or may be or become intercsted as directors, officcrs, sharcholders, mcmbcrs, or
othcrwise.
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(b) Any such colttact or transaction shall not be affeaed or invalidated or give rise to
liability by reason ofthe diroctor's having an intcrest in thc contract or transaction.
5.4 Iddemnlfication of Directors, Officers, Employees aud Ageats. The capitatized terms in this
Section 5.4 shall have thc meanings set forth in RCW 238.08.500.
(a) Thc Corporation shall indemnifu and hold harmless each individuat who is or was
serving as a Director or officcr of the Corporation or who, while serving as a Director or oflicer of the
Corporation, is or was serving at the request of thc Corporation as a dircclor, qfticer, partrtcr, trustcc,
employeq or agent of another foreign or domestic corporation, partnership, joint venture, trust employee
benefit plan, or other enterprise, against any ond all Liability incurred witb respect to any Proceeding to whioh
thc individual is or is threatencd to be madc a Parfy bccause of such service, and shall make advances of
reasonable Expenscs with respeot to suoh Proceeding, to tho ftllest oxtent permitted by law, without regard to
the limitations in RCW 238.08.510 through 238.08.550, and 238.08.560(2); provided tlrat no such indemnity
shall indemnifr any Director or officer from or on account of (t) acts or omissions of lhe Director or officcr
finalty adjudged to be intontional misconduot or a knowing violation of law; (2) conduct of the Director or
officer ftnally adjudgcd to be in violation of RCW 238.08.310; or (3) any transaction with respect to whlqh it
was finally adjudged that such Director or officer personally received a bcnefit in money, prope(y, or
services to whioh the Director or officer was not lcgally entitlcd.
(b) Thc Corporation may purohaso and maintain insurance on bchalf of an individual
who is or was a director, officer, ernployee, or agent of dre Corporation or, who, white a director, officer,
cmployee, or agcnt of the Corporatiorl is or was serving at tie request of the Corporation as a director,
officer, partner, trustse, employce, or agent of anohor fomign or domestis corporation, partrership, joint
venture, trust cmployec benefit plan, or other entcrprisc against Liability asserted against or incuned by the
individual in that capacity or arising from the individual's stahrs as a direotor, officer, ernployce, or agent,
whether or not the Coqporation would have.powcr to indemniff the individual against such Liability under
RCW 23 8.08.5 l0 or 238.08.520.
(c) Ii, after the effective date of this Section 5.4, the Act is amendcd to authorizs further
indemnification of Directord or ofEcers, then Directors and officers of the Colporation shall be indemnified to
thc fullcst extant permitted by Ore Act.
(d) To the extont pormitted by law, the rights to indcmnification and advance of
rcasonable Expense.s conferred in this Section 5.4 shall not be cxcJusiye of any other right whioh any
individuat may have or hereafter acquire under any statute, provision of the Bylaws, agreemeDt, vote of
shareholders or disinterestcd directors, or otherwise. 'The right to indemnification confened in this
Sccdon 5.4 shall bc a contact right upon which each Director or ofticer shall be presumed to havo relied in
determining to serve or 1o continue to scryc as such. fury amendment to or repeal of this Section 5,4 shall not
adversely affect any right or protection of a Dircctor or officer of the Corporation for or with respect to any
acts or omissions of suoh Director or officer occurring prior to such amendment orrcpcal.
(e) If any provision of this Section 5.4 or any application thcreof shall be invalid,
unenforceable, or contrary to applicable law, the rsmainder of this Scction 5.4, and lhe application of such
provisions to individuals or circumstances other than those as to which it is held invalid, unenforoeable, or
conhry to applicabtc law, shall not be affected thereby.
5.5 Limitation of Directors' Liability. To the.fullest extent permitted by 0re Act, as it exists on the
date hereof or may hereafter be amended, a director of this corporation shatl not be personally liable to this
corporation or its stiareholders for monetary damages for conduct as a director. Any amendment to or repeal
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Incor?orator
of this Scction 5.5 shall not advcrsely affect a dircotor of this corporation with respect to any conduct of such
director occurring prior to such Bmcndment or repeal.
ARTICLE 6
OTHER MATTERS
6. t Inltial Board of Directorc. The initial Board of Directors of this corporation shetl consist of the
following person:
Name Addresl
Andrew Metcalfe 3945 West Eaglerock
Wcnatchee, WA 98801
Jennifcr Rickel 3629 Burchvale
Wenatchcq WA 98801
6,2 Registered Agent aud Oflice, The street address of the initial registered agcnt of this
corporation shall be c/o Wilson Sonsini Goodrich & Rosati, T0l Fifth Avenue, Suite 5100, Scaftlg WA
98 104; and the registercd agsnt at that oftice shall bc David V/ickwire.
6.3 Incorporator. Thc incorporator is David Wickwirc who is ovcr the age of eighteen, and whoss
address is Wilson Sonsini Goodrich & Rosati, 701 fifth Avenuo, Suit€ 51 00, Seattle, WA 98 104. The powers
and liabilities of the incorporator sball tcrmin te upon thc issuance ofsharas, the commencement of business,
or the holding of tho organizational meeting whichever occurs first.
6.4 Ameodments to Articles of Incorporatiou, Exoept as otherwise provided in theso Artioles, as
amended Aom timc to time, this corporation rcservss thc right to amend, alter, change, or repcal any
provisions contained in these Articles in any manner now or hercaffcr prcscribcd or pcrmittcd by stahrtc. All
rights ofshareholders ofthis corporation arc subject to this reservation. A sharcholder ofthis corporation
does not have a vested properly right resulting from any provision of these Artictes of Incorporation.
6.5 Correction of Clerlcal Errors This corporation shall have authority to coneet clsrical enors in
aoy documcnts filed with the Secretary of Stste of Washington, inctuding these Articles or any amendments
hereto, without tfie neccssifrofspccial shareholderapproval ofsgch corrections.
Exeoutcd *i, lLfuyof September z0 t 5.
By:
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CONSENT TO SERVE AS REGIIITERED AGENT
I hcrcby cortscnt to scrvc as Rcgistcred Agcnt in tho Statc of Washin$on for Nativc Network,
Inc. I undcrstand &at as agent for the corporation it will be my responsibility to reccivc service of
process in the name of the corporation, to fonrard all mail to the corporation, and to notifr ttre offico of
tho Secrctary of Statc immediately in thc cvent of my resigaation or of any change in tho registircd office
address of the oorporation.
Address:c/o Wilson Sonsini Goodrich & Rosati
701 Fifth Avenue, Suite 5100
seattlg wA 98104
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Sfate of ldaho
CERTIFICATE OF BEGISTBATION
OF
NATIVE NETWORK,INC.
File Nurnber C 212176
l, LAWEFIENCE DENNEY, Secretary of State of the State of ldaho, hereby
ceilily that an application for Foreign Registration Slatement, duly execuled pursuant to
the provisions of the ldaho Uniform Business Organization Code, has been received in
this otfice and is found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Registration to transact business in this State and attach hereto a
duplicate of the application for such certificate.
Dated: December 27, 2016
SECRETARY OF STATE
By
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Office of the Secretary of State
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FOREIGN REGISTRATION STATEMENT
TUe 30, Chapter 21, ldaho Code
Filing fee: $100 typed, $120 not typed
Complete and submit the form ln duollcate.
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Pfof,b'E
1. The name of the entity is:Native Network, lnc.
2. The namewhich it shall use in ldaho is:Native Network, lnc.
3. Select the type of entity you wish to register: (Erter a tume hare' orrly if you are requira<l to adDpi ;nr allem8to namei
E Business Corporation E General Parhership
E Nonprofit Corporation E General Cooperative Association
ElLimited Liability Partnership D Limited Partnership (lncluding a limited liability limited partnership
El Limited Liability Company E Statutory Trust, Business Trust, or Common-law Business Trust
ElOther:
{Use 'O-ther'bnif ii i,our foreigrr erlily t'/pe is not listed auove, and euler lie lFrs r:areJ
4- Jurisdiction of formation:Washington state- (provicle ttre rionrevti6 juisiic.tilir r;'.rere tlrrrGffi v*:alom)edl5. The address of its principal office [s:
250 East Penny Road, Suite 200, Wenatchee, WA 98801
(Srrecl Aidressi
ihiniling ACilress, if rlifierenl,r
6. The address of its domeslic principal office (if required by the laws of the jurisdiction of formation) is:
Same as above
(S((cet Aildressl
iMriling Ad(lr.rss, if cliffarent)
7. The mailing address to which conespondence should be addressed, if different from item 5, is:
Same as above
(Ad(r.essl
B. Name and slreet address of registered agent i0 ldaho:
CT Corporation 921 S. Orchard Street, Suite G, Boise, lD 83705(Nar:ei tAdrjrcss)
9. The name, capacity, and rnailing address of al least one govemor:
Jennifer Rickel Secretary 3629 Burchvale, Wenatchee, WA 98801
(No,;re)
Andrew D. Metcalfe
lNalre)
Typed Name: J rS.
(Cspelily)
President
(Capar:ityt
(AdCress)
3945 West Rock, Wenatchee, WA 98801
IDTHO SECEETTF,Y OF 3T.1rE
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Secretary & COO LzDt1U
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Wbe$tsteof
S*c*
I, KIM WYMAN, Secretary of State
STATES oP
etary o{ State
.rt$il n*rtre
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tIT gtou
of the State of Washington and custodian of its seal,
hereby issue this
CERTIFICATE OF EXISTENCE
OF
NATIYE NETWORI(, INC.
I FURTHER CERTIFY that the records on file in this oflice show that the above named entity
was forn'red under the laws of the State of Washinglon and that its public organic record
was f,rled in Washington and became effective on 9/16D015.
I FURTIIER CERTIFY that the entity's duration is Perpetual,
and that as ofthe date ofthis certiticate, the records ofthe Secretary ofState
do not reflect that this entity has been dissolved.
I I,URTHER CERTIFY that all fees, interest and penalties owed to this state and collected
through the Secretary of State have been paid.
I FURTHER CERTIFY that the most recent annual report has been delivered to the Secretary
of State for t'iling and that proceedings for administrative dissolution are not pending.
I)ate: December 12, 2016
UBi:603-542-543
Given under my hand and the Seal of the State
of Wa.shington at Olympia, the State Capital
Kim Wyman, Sccretary of State
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Fa
STA
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NAT'Ivt, NETW0RK, tNC
l:xlritrit Il
0fllccrs an<l [)ircctors
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NATIVE NETWORK, INC
Ofl'icers and Directors
All officers and directors can [:e reachecl at the Comparrl,'s hcadqrmners locatiorr: 150 East Perrrry Road,
Suite 200, Wenatchee, WA 98flOl or at l-844-558-8471.
0[Iicers:
Andrerv Mctcall'e
Jenuiler Rickel
Presidcnt
Secretary and COO
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NATIVD NTI'TWORK,INC
I';xhibit C
5% or Creater Orvnership
Andreu'Mctcalfe
Jerrnil'er Rickcl