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CERTIFICATE OF INCORPORATION
OF
ALAMOSA HOLDINGS, INC.,
A DELAWARE CORPORATION
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ADOPTED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 101 OF THE
DELAWARE GENERAL CORPORATION LAW
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The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "GENERAL CORPORATION LAW OF THE STATE OF DELAWARE") hereby
certifies that:
ARTICLE I
NAME
The name of the corporation is Alamosa Holdings, Inc. (the
"CORPORATION").
ARTICLE II
ADDRESS
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.
The name of the registered agent at such registered office is Corporation Trust
Company.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.
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ARTICLE IV
CAPITAL STOCK
A. The aggregate number of shares of capital stock that the Corporation
will have authority to issue is 100,000,000, of which 95,000,000 will be shares
of common stock, $.01 par value, and 5,000,000 of which will be shares of
preferred stock, $.01 par value.
Preferred stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. Authority is hereby
granted to the Board of Directors to authorize the issuance of one or more
series of preferred stock, and to fix by resolution providing for the issue of
each such series the voting powers, designations, preferences, and relative,
participating, optional, redemption, conversion, exchange, dividend or other
special rights, qualifications, limitations or restrictions of such series, and
the number of shares in each series, to the fullest extent permitted by law.
B. No stockholder of the Corporation shall, by reason of being a
stockholder, have any preemptive right to acquire additional, unissued or
treasury shares of the Corporation, or securities convertible into or carrying a
right to subscribe to or to acquire any shares of any class of the Corporation
now or hereafter authorized.
C. No stockholder shall have the right to cumulate votes at any
election for directors of the Corporation.
ARTICLE V
CORPORATE MATTERS
The affairs of the Corporation shall be managed by a Board of
Directors. The number of directors of the Corporation shall be from time to time
fixed by, or altered in the manner provided in, the Bylaws of the Corporation.
The number of directors constituting the initial board of directors is one and
the name and address of the person who is to serve as director until the first
annual meeting of the stockholders or until his successor is elected and
qualified is:
Name Address
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David E. Sharbutt c/o Alamosa PCS Holdings, Inc.
4403 Brownfield Highway
Lubbock, Texas 79407
ARTICLE VI
AMENDMENTS
In furtherance and not in limitation of the powers conferred upon the
Board of Directors by law, the Board of Directors shall have the power to adopt,
amend, and repeal, from time to time, Bylaws of the Corporation.
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ARTICLE VII
DURATION OF EXISTENCE
The Corporation will have a perpetual existence.
ARTICLE VIII
RIGHT TO AMEND
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.
ARTICLE IX
LIABILITY OF DIRECTORS
The liability of the directors of the Corporation to the Corporation or
its stockholders for monetary damages for acts or omissions occurring in their
capacity as directors shall be limited to the fullest extent permitted by the
laws of the State of Delaware and any other applicable law, as such laws now
exist and to such greater extent as they may provide in the future.
Any repeal or modification of this Certificate shall operate
prospectively only and shall not adversely affect the rights existing at the
time of such repeal or modification of any of the aforementioned persons.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify and advance expenses to each person who
is or was a director, officer or employee of the Corporation in every capacity
in which such person serves for which the Corporation may or is required to
indemnify or advance expenses to such person, for amounts incurred by such
person in connection with any action, suit, or proceeding to which such person
was, is or may be a party by reason of such person's position with the
Corporation or service on behalf of the Corporation, when and to the fullest
extent permitted or required by the laws of the State of Delaware and any other
applicable law, as such laws now exist and to such greater extent as they may
provide in the future.
Any repeal or modification of this Certificate shall operate
prospectively only and shall not adversely affect the rights existing at the
time of such repeal or modification of any of the aforementioned persons.
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ARTICLE XI
NO RIGHT TO STOCK OF CORPORATION
No stockholder shall be entitled as a matter of right to subscribe for,
purchase, or receive additional unissued or treasury shares of any class of the
Corporation's capital stock, whether now or later authorized, or any bonds,
debentures, warrants, options, or other securities convertible into or entitling
the holder to purchase shares. Such additional shares, bonds, debentures,
warrants, options, or other securities convertible into or entitling the holder
to purchase shares may be issued or disposed of as the Board of Directors in its
absolute discretion deems advisable.
ARTICLE XII
INCORPORATOR
The name and mailing address of the incorporator of the Corporation are
Laura R. Kogan, whose address is 1600 North Collins Blvd., Suite 2000,
Richardson, Texas 75080.
IN WITNESS WHEREOF, the undersigned, being the sole incorporator of the
Corporation, does now make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 7th day of July, 2000.
/s/ Laura R. Kogan
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LAURA R. KOGAN,
INCORPORATOR
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