BY-LAWS
as amended by
BOARD OF DIRECTORS, March 1, 1999
Article I
Meeting of Shareholders
Section 1. The annual meeting of the shareholders shall be held in May 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 sixty 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
sixty 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 sixty 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.
Section 5. Notice of shareholders business at annual meetings of shareholders
shall be governed by the provisions of this By-Law.
(1) The proposal of business to be considered by the shareholders may be
made at an annual meeting of shareholders (a) pursuant to the
company's notice of meeting pursuant to Section 3 of this Article I
of these By-Laws, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the company who was a
shareholder of record at the time of giving notice provided for in
this By-Law, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-Law.
(2) For business to be properly brought before an annual meeting by a
shareholder pursuant to clause (c) of paragraph (1) of this By-Law,
the shareholder must have given timely notice thereof in writing to
the Secretary of the company and such business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal
executive offices of the company not later than the close of
business on the 90th calendar day nor earlier than the close of
business on the 120th calendar day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 calendar
days before or more than 60 calendar days after such anniversary
date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the 120th calendar day
prior to such annual meeting but not later than the close of
business on the later of the 90th calendar day prior to such annual
meeting or the 10th calendar day following the calendar day on which
public announcement of the date of such meeting is first made by the
company. In no event shall the public announcement of an adjournment
of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above. Such shareholder's notice
shall set forth (a) as to any description of the business desired to
be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business
of such shareholder and beneficial owner, if any, on whose behalf
the proposal is made; and (b) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the company's books, and of such
beneficial owner and (ii) the class and number of shares of the
company which are owned beneficially and of record by such
shareholder and such beneficial owner.
Section 6. The items of business at all meetings of the stockholders shall be,
insofar as applicable, as follows:
- Call to order
- Proof of notice of meeting or of waiver thereof
- Appointment of inspectors of election, if necessary
- A quorum being present
- Reports
- Election of directors
- Other business specified in the notice of the meeting
- Voting
- Adjournment
Any items of business not referred to in the foregoing may be taken up at the
meeting as the chair of the meeting shall determine. The chair of the meeting
shall determine all matters relating to the efficient conduct of the meeting,
including but not limited to the maintenance of order and decorum.
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.
At all meetings of shareholders, a shareholder, or such person's duly
authorized attorney in fact, may vote by proxy, executed in writing or granted
or authorized in such other manner as is prescribed by the Business Corporation
Law of the State of New York.
All proxies, ballots and other voting materials, including Internet or
telephonic voting, that identify the vote of a shareholder, shall be kept
confidential and shall not be disclosed to the company or its officers and
directors, except (i) to meet applicable legal requirements, (ii) if a
shareholder requests disclosure or has made a comment in connection with such
voting material, or (iii) in the event of a contested proxy solicitation.
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 be not 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.
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.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may form a Capital Stock Committee, which committee shall consist of one
director elected pursuant to Section 7.15 of the Agreement and Plan of
Restructuring and Merger, dated June 23, 1998, among the company, Italy Merger
Corp. and Tele-Communications, Inc. and up to two directors who are not current
or former officers, directors or employees of the company or any of its
affiliates, or otherwise affiliated with the company (other than as members of
the Board of Directors or any committee thereof). The Capital Stock Committee
shall have the authority of the Board of Directors to (i) interpret, make
determinations under, and oversee the implementation of the policies set forth
in the policy statement regarding Liberty Media Group tracking stock matters
adopted by resolution of a majority of the entire Board, and (ii) to the extent
permitted by law, to take all actions required to be taken by the Board of
Directors of the company in connection with authorization of the issuance of
shares of Liberty Media Group tracking stock.
ARTICLE VII.
Officers of the Company
Section l. 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.
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 depositories 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 Assistant
Treasurers as the Board of Directors, the Chairman of the Board, 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.
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.
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.
ARTICLE XIV.
Seal
The common 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 of the Board by a majority vote of a quorum present,
provided that the third paragraph of Article II shall not be rescinded, amended
or waived except at a shareholders meeting in accordance with applicable state
law. 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.