Exhibit 3-a
BY-LAWS
OF
PACIFIC BELL
(As amended November 10, 1997)
Article I
Shareholders' Meetings
......Section 1. The annual meeting of shareholders may be called at any time
between March 1 and July 31 of each year on such day (other than a legal
holiday), at such time and at such place as may be designated by the Board of
Directors, and in the absence of such designation at the principal office of the
corporation, at 10 a.m. on the fourth Friday in April, or, if said day is a
legal holiday, then on the first business day of the following week, to elect
directors and to transact such other business as may properly come before the
meeting. (As amended February 26, 1982)
......Written notice of the time and place of said meeting and the business to
be transacted thereat shall be given by the Secretary to the shareholders
personally or by mail, to the extent and in the manner specified by law, at
least ten days but no more than sixty days before the meeting. (As amended
December 22, 1976)
......Section 2. Special meetings of the shareholders may be called at any time
by the Chairman of the Board of Directors, if one has been elected, by the
President, by the Board of Directors or by three or more of the directors, or by
any number of shareholders representing not less than ten percent of the votes
entitled to be cast at the meeting, and may be held at any time, whether on a
holiday or not, and at any place. (As amended December 22, 1976)
......Written notice of the time and place of said meeting and the business to
be transacted thereat shall be given by the Secretary to the shareholders
personally or by mail, to the extent and in the manner specified by law, at
least ten days but no more than sixty days before the meeting. (As amended
December 22, 1976)
......Section 3. At any meeting of shareholders, whether regular or special, the
presence in person or by proxy of shareholders entitled to exercise a majority
of the voting power of the outstanding shares entitled to vote at such meeting
shall constitute a quorum for the transaction of business. (As amended January
22, 1960)
......Section 4. The Board of Directors may fix a time as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall not be more
than sixty nor less than ten days prior to the date of the meeting nor more than
sixty days prior to any other event for the purposes of which it is fixed and
only shareholders of record on that date are entitled to notice of and vote at
the meeting or to receive the dividend, distribution or allotment of rights or
to exercise the rights, as the case may be. (As amended December 22, 1976)
Article II
The Board of Directors, Directors' Meetings
......Section 1. The number of Directors shall be fixed at 8 until changed, from
time to time, by resolution of the Board of Directors or of the Shareholders but
at no time shall be less than 7 nor more than 13 until changed by amendment of
these By-Laws. The Board of Directors shall be elected by the shareholders at
the annual meeting or at any other meeting held for that purpose, and directors
shall hold office until the next annual election and until their successors are
elected. Any vacancy or vacancies in the Board of Directors may be filled by a
majority of the remaining directors or by the shareholders. (As amended November
10, 1997)
......Section 2. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present. (As amended July 28, 1989)
......Section 3. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or a Vice Chairman, and shall be called
by the Chairman of the Board, the President or Secretary on the written request
of a majority of the directors. Notice of special meetings shall be given by the
Secretary or Assistant Secretary of the corporation to each director personally
or by telephone, facsimile transmission or telegram at least 48 hours before the
meeting, or by mailing written notice at least four days before the meeting. (As
amended November 20, 1992)
......Section 4. A majority of the Board of Directors shall constitute a quorum
at any meeting. (As amended November 10, 1997)
......Section 5. The Board of Directors may, by resolution adopted by a majority
of the authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the Board or in the
By-Laws, shall have all the authority of the Board, except with respect to those
powers enumerated in Article III, Section 2 of these By-Laws.
......Unless other procedures are established by resolution adopted by the
Board, the provisions of Sections 2 and 3 of this Article II shall be applicable
to committees of the Board of Directors, if any are established. For such
purpose, references to "the Board" or "the Board of Directors" shall be deemed
to refer to each such committee. The committees shall keep regular minutes of
their proceedings and report the same to the Board when required.
......A majority of the committee members at a meeting duly assembled shall be
necessary to constitute a quorum for the transaction of business and the act of
a majority of the committee members present at any meeting at which a quorum is
present shall be the act of the committee. Any action required or permitted to
be taken at a meeting of the committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the committee members entitled to vote with respect to the subject matter
thereof. (As amended July 28, 1989)
Article III
Executive Committee
......Section 1. The Executive Committee, if one is appointed, shall consist of
two or more directors. The remaining directors shall be alternate members of the
Executive Committee, and, in the absence or disability of any regular member of
the Executive Committee, any such alternate member may be called by the Chairman
or by the President to serve in the place of such absent or disabled regular
members. (As amended February 26, 1996)
......Section 2. The Executive Committee may exercise all the powers of the
Board of Directors during the intervals between meetings of the Board, except
the powers to:
(a) Approve any action which under the General Corporation Law also
requires shareholders' approval or approval of the outstanding
shares.
(b) Fill vacancies on the Board or on any committee.
(c) Fix the compensation of the directors for serving on the Board or
on any committee.
(d) Adopt, amend, or repeal By-Laws.
(e) Amend or repeal any resolution of the Board which by its express
terms is not so amendable or repealable.
(f) Cause a distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board.
(g) Appoint other committees of the Board or the members thereof. (As
amended December 22, 1976)
Section 3. Meetings of the Executive Committee may be called for any time
and place by the Chairman of the Board of Directors, if one has been elected, or
by the President.
Section 4. Notice of a meeting of the Executive Committee shall be given
by the Secretary or an Assistant Secretary of the corporation to each members
personally or by telephone, facsimile transmission or telegram at least 48 hours
before the meeting or by mailing written notice at least four days before the
meeting. (As amended November 20, 1992)
Section 5. A Majority of the Executive Committee shall constitute a quorum
at any meeting. All actions taken at meetings of the Committee shall be
recorded, and shall be reported to the Board of Directors from time to time.
ARTICLE IV
Officers
The officers of the corporation shall be elected by the Board of Directors
and shall hold office at the pleasure of the Board. The Chairman of the Board
shall not be an officer of the corporation. The officers of the corporation
shall consist of such Vice Chairmen of the Board as the Board of Directors may
elect, a President, such Executive Vice Presidents, such Senior Vice Presidents
and such Vice Presidents as the Board may elect, a Secretary, a Treasurer, a
Controller, such Assistant Secretaries and Assistant Treasurers as the Board may
elect, and such other officers as the Board may elect. The Board of Directors
shall designate one officer of the corporation as the Chief Financial Officer.
(As amended February 8, 1996)
Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors, of the Executive Committee and of the
shareholders and have such authority and shall perform such other duties as the
By-Laws establish or as the Board of Directors may from time to time assign. (As
amended January 27, 1984)
Section 2. Each Vice Chairman of the Board shall have such powers and
shall perform such duties as may from time to time be assigned by the Board of
Directors or as the Chairman of the Board of Directors may from time to time
delegate or direct. (As amended July 28, 1989)
ARTICLE VI
President
The President shall be the Chief Executive Officer of the corporation and
shall have such powers and shall perform such duties as may from time to time be
assigned by the Board of Directors or as the Chairman of the Board may from time
to time delegate or direct. (As amended January 27, 1984)
ARTICLE VII
Powers and Duties
Each officer of the corporation shall have such powers and perform such
duties as the Board of Directors or the Chairman of the Board may from time to
time delegate or direct. The Board of Directors or the Chairman of the Board may
delegate to certain officers the power to define the authority and powers of
other officers. (As amended July 14, 1987)
ARTICLE VIII
Shares and Share Certificates
Section 1. The certificates for the shares of the corporation shall be in
form and content as required by law and as approved by the Board of Directors.
Section 2. The corporation shall not issue any certificate evidencing,
either singly or with other shares, any fractional part of or interest in a
share.
Section 3. The person, firm, or corporation in whose name shares stand on
the books of the corporation, whether individually or as trustee, pledgee or
otherwise, may be recognized and treated by the corporation as the absolute
owner of the shares, and the corporation shall in no event be obliged to deal
with or to recognize the rights or interests of other persons in such shares or
in any part thereof.
ARTICLE IX
Annual Reports
An annual report shall be sent to the shareholders not later than one
hundred twenty days after the close of the fiscal year, but at least fifteen
days prior to the next annual meeting of shareholders to be held during the next
fiscal year. (As amended December 22, 1976)
ARTICLE X
Seal
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the State within which it is
incorporated. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. (As amended November 20, 1992)
ARTICLE XI
Adoption, Amendment, and Repeal of By-Laws
These By-Laws may be amended or repealed or new by-laws may be adopted by
the vote of shareholders entitled to exercise a majority of the voting power of
the corporation or by the written assent of such shareholders filed with the
Secretary. Subject to the right of the shareholders to amend or repeal these
By-Laws, or to adopt new by-laws, the Board of Directors may adopt, amend or
repeal any by-law other than Article II, Section 1 hereof. (As amended November
25, 1953)
ARTICLE XI
Indemnification of Officers and Directors
This corporation shall, to the maximum extent permissible under applicable
common or statutory law, state or federal, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of this corporation. For purposes
of this Article XII, an `agent' of this corporation includes any person who is
or was a director or officer of this corporation, or who is or was serving at
the request of this corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Prior to the disposition of any such proceeding, this corporation, upon
the request of any such agent, shall promptly advance to such agent, or
otherwise as directed by such agent, such amounts as shall be equal to the
expenses which shall have been incurred by such agent in defending such
proceeding, provided that such agent requesting such amounts shall first have
delivered to this corporation an undertaking to repay any and all such advances
unless it shall be determined ultimately that such agent is entitled to be
indemnified with respect thereto in accordance with this Article XII. (As
amended February 28, 1986)