1 Exhibit (3)b
BY-LAWS
OF
AT&T CORP.
AS AMENDED
MAY 18, 1994
CONTENTS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1--Annual Meeting--Notice
2--Record Date
3--Special Meetings--Notice
4--Failure to Receive Notice
ARTICLE II
CONDUCT OF SHAREHOLDERS'
MEETINGS
Quorum, Adjournment and Voting
ARTICLE III
INSPECTORS
ARTICLE IV
BOARD OF DIRECTORS
Section 1--Election
2--Number
3--Vacancy
ARTICLE V
MEETINGS OF DIRECTORS
Section 1--Regular Meetings
2--Special Meetings
3--Notice of Meeting
4--Quorum
5--Location
6--Participation by Telephone
and Action Taken Without a
Meeting
ARTICLE VI
EXECUTIVE AND OTHER
COMMITTEES
Composition, Quorum, Authority,
Alternate Members and Action by
Written Consent
ARTICLE VII
OFFICERS OF THE COMPANY
Section 1--Election and Titles
2--Appointments--Other
Officers and Agents
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CONTENTS--CONTINUEDARTICLE VIII
DUTIES OF OFFICERS
Section 1--Chairman of the Board
2--Other Officers
3--Absence of Chairman
ARTICLE IX
DUTIES OF TREASURER AND
ASSISTANT TREASURERS
Section 1--Funds--Receipts and
Disbursements
2--Reports
3--Depositaries
4--Assistant Treasurers'
Authority
5--Security
ARTICLE X
DUTIES OF SECRETARY AND
ASSISTANT SECRETARIES
Section 1--Notices--Shareholders' and
Directors' Meetings
2--Records of Shareholders' and
Directors' Meetings
Custody and Use of Seal
3--Assistant Secretaries'
Authority
ARTICLE XI
DUTIES OF CONTROLLER
ARTICLE XII
TRANSFER OF SHARES
Section 1--Issuance and Transfer
2--Loss of Certificates
ARTICLE XIII
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
ARTICLE XIV
SEAL
ARTICLE XV
AMENDMENTS
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BY-LAWS
ARTICLE I.
Meetings of Shareholders
Section 1. The annual meeting of the shareholders shall be held in April each
year on such day, at such time and at such place as shall be designated in
the notice of the meeting.
A notice of the annual meeting as approved by the Board of Directors shall be
mailed not less than ten nor more than fifty days before the meeting,
directed to each shareholder entitled to vote at said meeting at his address
as it appears on the record of shareholders unless he shall have filed with
the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be directed to him at such other
address.
Section 2. The Board of Directors may fix, in advance, a date not more than
fifty nor less than ten days before the date of any meeting of the
shareholders as the record date for determination of shareholders entitled to
notice of or to vote at such meeting, and only shareholders of record on such
date shall be entitled to notice of or to vote at such meeting.
Section 3. Special meetings of the shareholders may be called at any time by
either the Chairman of the Board or the Board of Directors, and shall be
called upon a request to the Chairman of the Board or Secretary, signed by
shareholders representing at least one-third of the shares. Any such request
shall specify the time and the purpose or purposes of the proposed meeting.
The meeting shall be held at such place within or without the State of New
York as may be designated in the notice of the
meeting.
A notice of not less than ten nor more than fifty days shall be given by mail
for each special meeting, in the manner provided for notice of the annual
meeting. Such notice shall state the purpose or purposes for which the
meeting is called and the time when and the place where it is to be held and
shall indicate that the notice is being issued by or at the direction of the
person or persons calling the meeting.
Section 4. Failure to receive notice of any meeting shall not invalidate the
meeting.
ARTICLE II.
The Conduct of Shareholders' Meetings
At all meetings of the shareholders, the holders of forty per centum of the
shares entitled to vote thereat shall constitute a quorum, except as
otherwise required by law; but the shareholders present may adjourn the
meeting to another time or place despite the absence of a quorum. Every
shareholder entitled to vote shall be entitled to one vote for each share
standing in his name on the record of shareholders; and every shareholder
entitled to vote may vote in person or by proxy.
All elections by shareholders shall be by ballot.
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ARTICLE III.
Inspectors
The Board of Directors, in advance of any shareholders' meeting, shall
appoint three Inspectors to act at the meeting or any adjournment thereof. In
case any person appointed fails to appear or act, the vacancy may be filled
by appointment made by the Board in advance of the meeting or at the meeting
by the person presiding thereat.
ARTICLE IV.
The Board of Directors
Section 1. The business of the company shall be managed under the direction
of its Board of Directors, who shall be elected by the shareholders at the
annual meeting.
Section 2. The number of Directors shall not be less than ten nor more than
twenty-five, the exact number of Directors within such minimum and maximum
limits to be fixed and determined by the vote of a majority of the entire
Board. In case of any increase in the number of Directors, the additional
Directors may be elected by a majority of the Directors then in office.
Section 3. Any vacancy in the Board may be filled by a majority vote of the
remaining Directors, though less than a quorum.
ARTICLE V.
Meetings of Directors
Section 1. Regular meetings shall be held at such times and places as the
Board may determine.
Section 2. Special meetings of the Directors may be called at any time by the
Chairman of the Board, or by two members of the Executive Committee, and
shall be called by the Chairman of the Board, or by the Secretary, forthwith
upon request in writing signed by two Directors and specifying the object of
the meeting. At least three days' notice of a special meeting shall be given
in the manner provided for herein.
Section 3. Any notice of a meeting of Directors required to be given may be
given to each Director by mail or telegraph, addressed to him at his
residence or usual place of business, or in person or by telephone, stating
the time and place of the proposed meeting.
Section 4. One-third of the entire Board shall constitute a quorum.
Section 5. Meetings of the Directors may be held within or without the State
of New York.
Section 6. Any one or more members of the Board may participate in a meeting
of the Board by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute presence
in person at a meeting.
Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board consent in writing to the
adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board shall be filed with the
minutes of the proceedings of the Board.
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ARTICLE VI.
Executive Committee and Other Committees
The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from their number an Executive Committee and other
committees, and may determine the quorum thereof. Any such committee shall
consist of three or more members and shall serve at the pleasure of the
Board.
The Chairman of the Board, one or more Vice Chairmen of the Board and the
President, if any, shall be members of the Executive Committee. The Executive
Committee shall, except as otherwise provided by law or by resolution of the
Board, have all the authority of the Board of Directors during the intervals
between the meetings of the Board. The Executive Committee shall keep a
record of its proceedings, which shall from time to time be reported to the
Board of Directors. The Chairman of the Board shall preside at the meetings
of the Executive Committee.
Committees other than the Executive Committee shall, except as otherwise
provided by law, have such authority as shall be provided by resolution of
the Board.
The Board may designate from time to time one or more Directors as alternate
members of the Executive Committee or of any other committee, who may replace
any absent member or members at any meeting of the committee.
Any one or more members of the Executive Committee or any other committee
established by the Board pursuant to this Article VI may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.
Any action required or permitted to be taken by the Executive Committee or
any other committee established by the Board pursuant to this Article VI may
be taken without a meeting if all members of the committee consent in writing
to the adoption of a resolution authorizing the action. The resolution and
written consents thereto shall be filed with the minutes of the proceedings
of the committee.
ARTICLE VII.
Officers of the Company
Section 1. The officers of the company shall be elected by the Board of
Directors, and may consist of a Chairman of the Board, one or more Vice
Chairmen of the Board, a President, such number of Executive Vice Presidents
and Senior Vice Presidents as the Board of Directors shall from time to time
determine, a Secretary, a Treasurer and a Controller. The officers shall hold
office until their successors have been elected.
Section 2. The Board of Directors may appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant
Controllers, and such other officers and agents as the Board may consider
necessary.
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ARTICLE VIII.
Duties of the Chairman of the Board,
President, Vice Chairmen of the Board,
Executive Vice Presidents
and Senior Vice Presidents
Section 1. The Chairman of the Board shall be the chief executive officer of
the company and shall have such authority and perform such duties as usually
appertain to the chief executive office in business corporations. He shall
preside at the meetings of the Board of Directors and he, or such officer as
he may designate from time to time, shall preside at meetings of the
shareholders.
Section 2. The President, Vice Chairmen of the Board, Executive Vice
Presidents and Senior Vice Presidents shall perform such duties as the Board
of Directors or Chairman of the Board may from time to time determine.
Section 3. In case of absence or inability of the Chairman of the Board, the
President shall possess all the authority of the Chairman of the Board.
ARTICLE IX.
Duties of the Treasurer and Assistant Treasurers
Section 1. The Treasurer shall receive all the funds of the company, and
shall disburse them under the direction of the Board of Directors. All
disbursement instruments shall be signed by such person or persons and in
such manner as the Board may from time to time provide.
Section 2. The Treasurer shall keep full and regular books, showing all his
receipts and disbursements, which books shall be open at all times to the
inspection of the Chairman of the Board or of any member of the Board of
Directors; and he shall make such reports and perform such other duties as
the Chairman of the Board or Board of Directors may require.
Section 3. The Treasurer shall deposit all moneys received by him, in the
corporate name of the company, with such depositaries as shall be approved
from time to time by the Board of Directors or by the Chairman of the Board,
the President, a Vice Chairman of the Board or the Treasurer.
Section 4. Assistant Treasurers shall have such of the authority and perform
such of the duties of the Treasurer as may be provided in these by-laws or
assigned to them by the Board of Directors or the Chairman of the Board or by
the Treasurer upon the approval of the Chairman of the Board, the President
or a Vice Chairman of the Board. During the Treasurer's absence or inability,
his authority and duties shall be possessed by such Assistant Treasurer or
the President or a Vice Chairman of the Board may designate.
Section 5. The Board of Directors may require the Treasurer and Assistant
Treasurers to give such security for the faithful performance of their duties
as the Board shall from time to time determine.
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ARTICLE X.
Duties of the Secretary and Assistant Secretaries
Section 1. The Secretary shall send notice to the shareholders of all annual
and special meetings, and to the Directors of meetings of the Board where
notice is required to be given; and he shall perform such other duties as may
be required of him by the Chairman of the Board or Board of Directors, and
such as usually appertain to the office of Secretary.
Section 2. The Secretary or in his absence an Assistant Secretary shall keep
an accurate record of the proceedings of the Board of Directors and of the
Executive Committee, and of all meetings of shareholders, and shall have the
custody of the seal of the company and affix it to all instruments requiring
the seal.
Section 3. Assistant Secretaries shall have such of the authority and perform
such of the duties of the Secretary as may be provided in these by-laws or
assigned to them by the Board of Directors or the Chairman of the Board or by
the Secretary upon the approval of the Chairman of the Board, the President
or a Vice Chairman of the Board. During the Secretary's absence or inability,
his authority and duties shall be possessed by such Assistant Secretary or
Assistant Secretaries as the Board of Directors, the Chairman of the Board,
the President or a Vice Chairman of the Board may designate.
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ARTICLE XI.
Duties of the Controller
The Controller shall be the principal accounting officer of the company and
shall perform such duties as may be required of him by the Chairman of the
Board or Board of Directors.
ARTICLE XII.
Transfer of Shares
Section 1. Certificates for shares shall be issued by the Treasurer. Shares
shall be transferable only on the record of shareholders of the company by
the holder thereof in person or by attorney, upon surrender of the
outstanding certificate therefor. This requirement shall be embodied in each
certificate.
Section 2. In case of the loss of a certificate, a new certificate may be
issued upon such terms as the Board of Directors may prescribe.
ARTICLE XIII.
Indemnification of Directors and Officers
The company is authorized, by (i) a resolution of shareholders, (ii) a
resolution of Directors, or (iii) an agreement providing for such
indemnification, to the fullest extent permitted by applicable law, to
provide indemnification and to advance expenses to its Directors and officers
in respect of claims, actions, suits or proceedings based upon, arising from,
relating to or by reason of the fact that any such Director or officer serves
or served in such capacity with the company or at the request of the company
in any capacity with any other enterprise.
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ARTICLE XIV.
Seal
The corporate seal of the company shall be in the following form.
ARTICLE XV.
Amendments
These by-laws may be amended by the shareholders at any meeting; or by the
Board of Directors at any meeting by a majority vote of the full Board, or at
two successive meetings by a majority vote of a quorum present. The notice of
a special meeting of the Board at which such action is to be taken shall set
forth the substance of the proposed amendment.