EXHIBIT 99.13
Published on May 29, 1997
ARTICLES OF INCORPORATION
OF
GCI HOLDINGS, INC.
We, the undersigned natural persons over the age of eighteen (18) years,
acting as incorporators of a corporation under the Alaska Corporation Code, AS
10.06, do hereby adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
The name of the corporation ("Corporation") is: GCI HOLDINGS, INC.
ARTICLE II - PURPOSES AND POWERS
The purpose for which the Corporation is organized is to provide
telecommunication and cable business services, and in general, to pursue any
lawful purpose authorized under the Alaska Corporations Code.
The Corporation shall have and may exercise all of the general powers of a
natural person, including those provided in AS 10.06.010, as amended, and may
transact any or all lawful business for which corporations may be incorporated
under the Alaska Corporations Code.
ARTICLE III - REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office and the name of its
registered agent is Hartig, Rhodes, Norman, Mahoney & Edwards, P.C., 717 "K"
Street, Anchorage, AK 99501.
ARTICLE IV - CAPITAL
The Corporation shall have the authority to issue ten thousand (10,000)
shares of no par value stock. These shares shall be common voting shares, each
share having one (1) vote.
ARTICLE V - NO PRESUMPTIVE RIGHTS
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Pursuant to AS 10.06.210(a)(1)(B), no holder of any stock of the
Corporation shall be entitled to purchase, subscribe for or otherwise acquire,
as a matter of right, any new or additional shares of stock, of any class, in
the Corporation, any options or warrants to purchase, subscribe for or otherwise
acquire any new or additional shares in the Corporation, or any shares, bonds,
notes, debentures, or other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such shares.
ARTICLE VI - NO CUMULATIVE VOTING
Pursuant to AS 10.06.420(d), shareholders shall not cumulate their votes,
but must vote shares held by them for as many persons as there are directors to
be elected.
ARTICLE VII - POWER TO REDEEM SHARES
Pursuant to AS 10.06.325, the Corporation has the power on majority vote of
the shareholders, to redeem, in whole or in part, any class of outstanding
shares.
ARTICLE VIII - QUORUM OF SHAREHOLDERS
A quorum for the conducting of any shareholder business shall be fifty-one
percent (51%) of all outstanding shares that are entitled to vote.
ARTICLE IX - INITIAL DIRECTORS
The initial number of directors of the Corporation shall be five (5). The
names and addresses of the initial directors, who shall serve until the first
annual meeting of shareholders or until their successors are elected and
qualified are as follows:
Ronald A. Duncan
2550 Denali Street, Suite 1000
Anchorage, AK 99503
Larry E. Romrell
4643 S. Ulster, Suite 400
Denver, CO 80237
Donne F. Fisher
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4643 S. Ulster, Suite 400
Denver, CO 80237
Robert M. Walp
2550 Denali Street, Suite 1000
Anchorage, AK 99503
Carter Page
c/o Semaphore Partners
8101 Prentice Plaza
Suite M-200
Englewood, CO 80111
The number of directors may be increased or decreased from time to time by
an amendment of the Bylaws; but no decrease shall have the effect of shortening
the term of any incumbent director. The directors may fill any vacancy on the
board created by reason of removal or retiring of any director.
ARTICLE X - ALIEN AFFILIATES
The Corporation is not affiliated with any nonresident alien or a
corporation whose place of incorporation is outside the United States (as
defined in AS 10.06.990(2) and (3)).
ARTICLE XI - LIABILITY OF DIRECTORS
The directors of the Corporation shall not be liable to the Corporation for
monetary damages for a breach of fiduciary duty except for:
(1) A breach of a director's duty of loyalty to the
Corporation;
(2) Acts or omissions not in good faith or that
involve intentional misconduct or a knowing
violation of law; or
(3) A transaction from which the director derives an
improper personal benefit.
ARTICLE XII - BYLAWS
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The initial Bylaws of the Corporation shall be adopted by the Board of
Directors, and the power to alter, amend or repeal the Bylaws shall be reserved
to the board. The Bylaws may contain any provision for the regulation and
management of the affairs of the Corporation not inconsistent with the Alaska
Corporation Code or with these Articles of Incorporation.
ARTICLE XIII - DURATION
The duration of the Corporation shall be perpetual.
ARTICLE XIV - EFFECTIVE DATE
These Articles will be effective upon filing.
IN WITNESS WHEREOF, I have signed these Articles this _____ day of May,
1997.
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Robert B. Flint
IN WITNESS WHEREOF, I have signed these Articles this _____ day of May,
1997.
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Bonnie J. Paskvan
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
ROBERT B. FLINT says on oath or affirms that he has read the foregoing
ARTICLES OF INCORPORATION OF GCI HOLDINGS, INC., and believes all statements
made in the document are true and correct.
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Notary Public in and for the State of Alaska
My commission expires:
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STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
BONNIE J. PASKVAN says on oath or affirms that she has read the foregoing
ARTICLES OF INCORPORATION OF GCI HOLDINGS, INC., and believes all statements
made in the document are true and correct.
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Notary Public in and for the State of Alaska
My commission expires:
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