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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
ILLINOIS PCS, INC.
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I, the undersigned, being the sole incorporator of Illinois PCS, Inc., a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DO HEREBY CERTIFY:
FIRST: That Article One of the Certificate of Incorporation be and it
hereby is amended to read as follows:
The name of the corporation is:
iPCS Wireless, Inc.
SECOND: That the corporation has not received any payment for any of
its stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 2/nd/
day of May, 2000.
/s/ Michael J. Perlowski
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Michael J. Perlowski, sole incorporator
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CERTIFICATE OF INCORPORATION
OF
ILLINOIS PCS, INC.
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1. The name of the corporation is Illinois PCS, Inc.
2. The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000) common shares, at $0.01 par value per
share.
5. The name and mailing address of the incorporator is as follows:
Michael J. Perlowski
190 South LaSalle Street
Chicago, Illinois 60603
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the By-laws of the corporation.
8. Meetings of the stockholders may be held within or without the State
of Delaware, as the By-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the By-laws of the corporation. Elections of directors
need not be by written ballot unless the By-laws of the corporation shall so
provide.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
10. (A) Directors of the corporation shall have no personal liability to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of a director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violations of
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law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which a director derived an improper personal benefit.
(B) The corporation shall indemnify, in accordance with and to the
full extent now or hereafter permitted by law, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in the right of
the corporation), by reason of his acting as a director or officer of the
corporation (and the corporation, in the discretion of the Board of Directors,
may so indemnify a person by reason of the fact that he is or was an employee or
agent of the corporation or is or was serving at the request of the corporation
in any other capacity for or on behalf of the corporation) against any liability
or expense actually and reasonably incurred by such person in respect thereof;
provided, however, the corporation shall be required to indemnify an officer or
director in connection with an action, suit or proceeding initiated by such
person only if such action, suit or proceeding was authorized by the Board of
Directors of the corporation. Such indemnification is not exclusive of any
other right to indemnification provided by law or otherwise. The right to
indemnification conferred by this Section (B) shall be deemed to be a contract
between the corporation and each person referred to herein.
(C) No amendment to or repeal of these provisions shall apply to or
have any effect on the liability or alleged liability of any person for or with
respect to any acts or omissions of such person occurring prior to such
amendments.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly, have hereunto set my hand this 6th day of April, 2000.
/s/ Michael J. Perlowski
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Michael J. Perlowski
