<PAGE> 1
EXHIBIT 3.45
DFI/CORP/38
RECORD 2/00 United States of America
State of Wisconsin [LOGO]
DEPARTMENT OF FINANCIAL INSTITUTIONS
To All to Whom These Presents Shall Come, Greeting:
I, RAY ALLEN, Administrator, Division of Corporate & Consumer Services,
Department of Financial Institutions, do hereby certify that the annexed copy
has been compared by me with the record on file in the Corporation Section of
the Division of Corporate & Consumer Services of this department and that the
same is a true copy thereof and the whole of such record; and that I am the
legal custodian of said record, and that this certification is in due form.
IN TESTIMONY WHEREOF, I have
hereunto set my hand and affixed the
official seal of the Department.
[SEAL]
/s/ RAY ALLEN
RAY ALLEN, Administrator
Division of Corporate & Consumer Services
Department of Financial Institutions
DATE: MAY -2 2000 BY: /s/ ROBERT KASIS
================================================================================
Effective July 1, 1996, the Department of Financial Institutions assumed the
functions previously performed by the Corporations Division of the Secretary of
State and is the successor custodian of corporate records formerly held by the
Secretary of State.
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CERTIFICATE OF LIMITED PARTNERSHIP
Executed by the undersigned for the purpose of forming a Wisconsin
limited partnership under Ch. 179 of the Wisconsin Statutes.
I. NAME
The name of the limited partnership is Fenix Limited Partnership
II. STREET ADDRESS OF THE RECORD OFFICE IN WISCONSIN
The address of the record office in Wisconsin is:
ACCT 00011149 CLASS CODE 310
TRX 0001201591 Amount $70.00
1256 Russet Court
Green Bay, Wisconsin 54313
III. LATEST DATE UPON WHICH THE LIMITED PARTNERSHIP WILL DISSOLVE
The latest date upon which the limited partnership will dissolve is
December 31, 2050.
IV. REGISTERED AGENT
The address of the registered office of the partnership and the name of
the registered agent for service of process located at that office is as
follows:
ACCT 00011149 CLASS CODE 340
TRX 0001201594 Amount $25.00
CT Corporation System
Suite 1000
44 East Mifflin Street
Madison, Wisconsin 53703
V. GENERAL PARTNER
The name and business address of the general partner of the partnership
is as follows:
LISN, Inc.
an Ohio corporation
1240 Park Avenue
Amherst, Ohio 44001
Att: Donald J. Vanke
[STAMP]
1
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VI. PREPARED BY
This document was drafted by:
Donn Beloff, Esq.
350 E. Las Olas Blvd., Suite 1600
Ft. Lauderdale, Florida 33301
(954) 463-2700
WHEREFORE, the undersigned, the general partner of the partnership, has
executed this Certificate of Limited Partnership on March 31, 2000.
LISN, Inc.
an Ohio corporation,
as general partner
By: /s/ JOSEPH P. POWERS
--------------------------------
Name: Joseph P. Powers
Title: Vice President
2
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CERTIFICATE OF LIMITED
PARTNERSHIP
70.00
25.00
-----
95.00
[STAMP]
LATEST DATE TO DISSOLVE
31 DEC 2050
By: CT Corporation System
44 E. Mifflen St.
Madision WI 53703
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Sec. 179.12
Wis. Stats.
State of Wisconsin
Department of Financial Institutions
CERTIFICATE OF AMENDMENT (Domestic Limited Partnership)
A. The present limited partnership name (prior to any change effected by this
amendment) is
Fenix Limited Partnership
--------------------------------------------------------------------------------
B. Date of filing of original certificate of limited partnership: April 4, 2000
-------------
C. Text of the Amendment (Refer to the existing certificate of limited
partnership and the instructions on the reverse of this form. Determine those
items to be changed and set forth the amendment(s) to the certificate.)
I. Name
The name of the limited partnership is Fenix Telecom Services Limited
Partnership.
ACCT 00011149 CLASS CODE 310
TRX 0001210690 AMOUNT $40.00
[STAMP]
ACCT 00011149 CLASS CODE 310
TRX 0001210691 AMOUNT $25.00
================================================================================
FILING FEE - $25.00 SEE instructions, suggestions, and procedures on following
pages.
1 of 3
DFI/CORP/304(Rl/99) Use of this form is voluntary.
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D. Execution (NOTE: If the amendment admits one or more new General Partner(s),
the certificate must be signed by at least ONE CONTINUING General Partner AND BY
EACH NEW GENERAL PARTNER. Select and complete either item 1 OR 2, below,
whichever is appropriate.
<TABLE>
<S> <C> <C>
1. This certificate does not designate a new General Partner.
Name of CONTINUING General Partner: Signature:
William J. Mercurio on behalf of: /s/ [ILLEGIBLE] 4/18/00
LISN, Inc. ------------------------ -----------
Executive Vice President (date)
2. This certificate designates a NEW General Partner.
Name of WITHDRAWING or CONTINUING General Signature:
Partner
------------------------ -----------
(date)
Name and business address of each NEW General Signature:
Partner.
1)
1)
------------------------ -----------
(date)
Signature:
2) 2)
------------------------ -----------
(date)
</TABLE>
This document was drafted by Kathleen Brown, Esq.
---------------------------------------------------
(Name of the individual who drafted the document)
DFI/CORP/304(R1/99) 2 of 3
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-NAME CHANGE-
CERTIFICATE OF AMENDMENT $25.00 AP
(Limited Partnership, Domestic - Ch. 179) $25.00 Expedite
350 East Las Olas Blvd., Suite 1600
FORT LAUDERDALE, FL 33301 Please indicate here
where you would like the
acknowledgment copy of
the filed document sent.
Please include complete
name and mailing
address.
[STAMP]
YOUR PHONE NUMBER DURING THE DAY: (954) 463-2700
----------------------------------------
INSTRUCTIONS (Ref. sec. 179.12, Wis. Stats. for document content)
Submit two signed copies to Dept. of Financial Institutions, P.O. Box 7846,
Madison WI, 53707-7846, together with a FILING FEE OF $25.00, payable to the
department. (If sent by Express or Priority U.S. mail, address to 345 W.
Washington Av, 3rd Floor, Madison WI, 53703). Both copies must bear original
manual signatures per sec. 179.16, Wis. Stats. This document can be made
available in alternate formats upon request to qualifying individuals with
disabilities. Upon filing, the information in this document becomes public and
might be used for purposes other than that for which it was originally
furnished. If you have any questions, please contact the Division of Corporate &
Consumer Services at 608-261-7577.
Item A. Set forth the name of the limited partnership prior to any change
effected by this attachment.
Item B. Set forth the date of filing of the original Certificate of Limited
Partnership.
Item C. Set forth the text of the amendment(s). If the amendment changes the
name of the limited partnership, the new name must contain without abbreviation
the words "limited partnership".
Item D. Two options are provided for executing the document.
1. If the amendment DOES NOT ADMIT A NEW GENERAL PARTNER, complete
section 1 by setting forth the name and signature of the continuing General
Partner executing the amendment.
2. If the amendment ADMITS ONE OR MORE NEW GENERAL PARTNER(S), complete
section 2 by setting forth the name and signature of one continuing General
Partner (or the withdrawing General Partner) and the name, business address and
signature of each new General Partner.
Any person may sign a certificate of amendment by an attorney-in-fact.
If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall
not be filed unless the name of the person (individual who drafted it is
printed, typewritten or stamped thereon in a legible manner.
DFI/CORP/304(R1/99) 3 of 3
