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EXHIBIT 3.4
ATLANTIC STATES MICROWAVE TRANSMISSION COMPANY
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno,
County of Washoe, State of Nevada.
Section 2. The corporation may also have offices at such other
places both within and without the State of Nevada as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be
held within or without the State of Nevada. Special meetings of the stockholders
may be held at such time and place within or without the State of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2. Annual meetings of stockholders, commencing with
the year 1985, shall be held on the third Wednesday of June, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 9:30
A.M., at which they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the
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president and shall be called by the president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 4. Notices of meetings shall be in writing and signed
by the president or a vice president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time when, and the place, which may be within or without this state,
where it is to be held. A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid, to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation and upon such mailing
of any such notice, the service thereof shall be complete, and the time of the
notice shall begin to run from the date upon which such notice is deposited in
the mail for transmission to such stockholder Personal delivery of any such
notice to any officer of a corporation or association, or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
or mailing of the notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
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Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the articles of incorporation a different vote s required
in which case such express provision shall govern and control the decision of
such question.
Section 8. Every stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each share of
stock standing in his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder
may be represented and voted by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of
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such persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No such proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an interest, or
unless the person executing it specifies therein the length of time for which it
is to continue in force, which in no case shall exceed seven years from the date
of its execution. Subject to the above, any proxy duly executed is not revoked
and continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.
Section 10. Any action, which may be taken by the vote of the
stockholders at a meeting, may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the articles of incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consents shall be required.
ARTICLE III
DIRECTORS
Section 1. The number of directors shall be neither more than
seven (7) nor less than five (5). The number of directors which shall
constitute the whole board shall be six (6). The number of directors shall be
elected at the annual meeting of the stockholders, and except as provided in
Section 2 of this article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
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Section 2. Vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of the office of the resigning
director of directors.
Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter
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provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. 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.
Section 7. Special meetings of the board of directors may be
called by the president or secretary on the written request of two directors.
Written notice of special meetings of the board of directors shall be given to
each director at least one (1) day before the date of the meeting.
Section 8. A majority of the board of directors, 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 directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all
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papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any
meting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking
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part in the deliberations at such meeting without objection, the doings of such
meeting shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meetings; and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.
Section 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the articles of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a vice president, a secretary
and a treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a vice president,
a secretary and a treasurer, none of whom need be a member of the board.
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Section 3. The board of directors may appoint additional vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officer and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer
of the corporation, shall preside at all meetings of the stockholders and the
board of directors, shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
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THE VICE PRESIDENT
Section 8. The vice president shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the board of directors may from
time to time prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of the treasurer or an
assistant secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name
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and to the credit of the corporation in such depositories as may be designated
by the board of directors.
Section 11. He shall disburse the funds of the corporation as
may be ordered by the board of directors taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
the regular meetings of the board, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.
Section 12. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a
certificate, signed by the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
When the corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon
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request and without charge, a full or summary statement of the designations,
preferences and relative, participating, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, and, if the corporation shall be authorized to
issue only special stock, such certificate shall set forth in full or summarize
the rights of the holders of such stock.
Section 2. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be the officer or officers of such
corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new
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certificate or certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding
sixty days prior to any meeting of the stockholders during which no transfer of
stock on the books of the corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
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REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserves in
the manner in which it was created.
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CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its incorporation and the words "Corporate
Seal, Nevada."
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of such special meeting.
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CENTRAL STATES MICROWAVE TRANSMISSION COMPANY
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REGULATIONS
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of
Cleveland, County of Cuyahoga, State of Ohio.
Section 2. The corporation may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Meetings of the shareholders shall be in the City
of Los Angeles, County of Los Angeles, State of California or any other location
in the United States.
Section 2. An annual meeting of the shareholders, commencing
with the year 1983, shall be held on the third Wednesday of June in each year if
not a legal holiday, and, if a legal holiday, then on the next secular day
following at 9:30 a.m., when they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.
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Section 3. Written notice stating the time, place and purpose
of a meeting of the shareholders shall be given either by personal delivery or
by mail not less than seven (7) nor more than fifty (5) days before the date of
the meeting to each shareholder of record entitled to notice of the meeting by
or at the direction of the president or a vice president or the secretary or an
assistant secretary. If mailed, such notice shall be addressed to the
shareholder at his address as it appears on the records of the corporation.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.
Section 4. Meetings of the shareholders may be called by the
president or a vice president, or the directors by action at a meeting, or a
majority of the directors acting without a meeting or by the secretary of the
corporation upon the order of the board of directors, or by the persons who hold
twenty-five per cent of all the shares outstanding and entitled to vote thereat.
Upon the request in writing delivered either in person or by registered mail to
the president or secretary by any person or by registered mail to the president
or secretary by any persons entitled to call a meeting of the shareholders, such
officer shall forthwith cause notice to be given to the shareholders entitled
thereto. If such request be refused, then the persons making such request may
call a meeting by giving notice in the manner provided in these regulations.
Section 5. Business transacted at any special meeting of
shareholders shall be confined to the purposes stated in the notice.
Section 6. Upon request of any shareholders at any meeting of
shareholders, there shall be produced at such meeting an alphabetically arranged
list, or classified lists, of the shareholders of record as of the record date
of such meeting, who are entitled to vote,
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showing their respective addresses and the number and class of shares held by
each. Such list or lists when certified by the officer or agent in charge of the
transfers of shares shall be prima-facie evidence of the facts shown therein.
Section 7. The holders of majority of the shares issued and
outstanding having voting power, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except that at any meeting of
shareholders called to take any action which is authorized or regulated by
statute, in order to constitute a quorum, there shall be present in person or
represented by proxy the holders of record of shares entitling them to exercise
the voting power required by statute, the articles of incorporation, or these
regulations, to authorize or take the action proposed or stated in the notice of
the meeting. If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 8. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power,
present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of the statutes or of the articles of
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incorporation or of these regulations, a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
Section 9. At every meeting of shareholders, each outstanding
share having voting power shall entitle the holder thereof to one vote on each
matter properly submitted to the shareholders, subject to the provisions with
respect to cumulative voting set forth in this section. If notice in writing is
given by any shareholder to the president, a vice president or the secretary,
not less than forty-eight hours before the time fixed for holding a meeting of
the shareholders for the purpose of electing directors if notice of such meeting
shall have been given at least ten days prior thereto, and otherwise not less
than twenty-four hours before such time, that he desires that the voting at such
election shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of the meeting by the chairman or secretary or
by or on behalf of the shareholder giving such notice, each shareholder shall
have the right to cumulate such voting power as he possesses and to give one
candidate as many votes as the number of directors to be elected multiplied by
the number of his votes equals, or to distribute his votes on the same principle
among two or more candidate, as he sees fit. A shareholder shall be entitled to
vote even though his shares have not been fully paid, but shares upon which an
installment of the purchase price is overdue and unpaid shall not be voted.
Section 10. A person who is entitled to attend a shareholders'
meeting, to vote thereat, or to execute consents, waivers, or releases, may be
represented at such meeting or vote thereat, and execute consents, waivers, and
releases, and exercise any of his other rights, by proxy or proxies appointed by
a writing signed by such person. A telegram or
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cablegram appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of a writing, appointing a proxy is
sufficient writing. No appointment of a proxy shall be valid after the
expiration of eleven months after it is made unless the writing specifies the
date on which it is to expire or the length of time it is to continue in force.
Section 11. Unless the articles or these regulations prohibit
the authorization or taking of any action of the shareholders without a meeting,
any action which may be authorized or taken at a meeting of the shareholders may
be authorized or taken at a meeting if the shareholders may be authorized or
taken without a meeting with the affirmative vote, or approval of, and in a
writing or writings signed by all the shareholders who would be entitled to
notice of a meeting of the shareholders held for such purpose, which writing or
writings shall be filed with or entered upon the records of the corporation.
ARTICLE III
DIRECTORS
Section 1. The number of directors may be fixed from time to
time by resolution of the Board of Directors, but shall be not less than five
(5) and not more than seven (7). The number of directors which shall constitute
the whole board shall be six (6). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director shall hold office until his successor is elected and
qualified. Directors need not be stockholders. The initial number of directors
which shall constitute the whole board shall be six (6).
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Section 2. If the office of any director or directors becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, the remaining directors, though less than a quorum,
shall by a vote of a majority of their number, choose a successor or successors,
who shall hold office for the unexpired term in respect to which such vacancy
occurred.
Section 3. For their own government the directors may adopt
by-laws not inconsistent with the articles of incorporation or these
regulations.
Section 4. The directors may hold their meeting, and keep the
books of the corporation, outside the State of Ohio, at such places as they may
from time to time determine but, if no transfer agent is appointed to act for
the corporation in Ohio, it shall keep an office in Ohio at which shares shall
be transferrable and at which it shall keep books in which shall be recorded the
names and addresses of all shareholders and all transfers of shares.
COMMITTEES
Section 5. The directors may at any time elect three or more
of their number as an executive committee or other committees, which shall, in
the interval between meetings of the board of directors, exercise such powers
and perform such duties as may from time to time be prescribed by the board of
directors. At such committee shall be subject at all times to the control and
direction of the board of directors. Unless otherwise ordered by the board of
directors, any such committee may act by a majority of its members at a meeting
or by a writing or writings signed by all its members. An act or authorization
of an act by any
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such committee within the authority delegated to it shall be as effective for
all purposes as the act or authorization of the board of directors.
Section 6. The committee shall keep regular minutes of their
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 7. Directors, as such, shall not receive any stated
salary for their services but, by resolution of the board, a fixed sum, and
expenses of attendance if any, may be allowed for attendance at each regular or
special meeting of the board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 8. Members of the executive committee or other
committees may be allowed like compensation for attending committee meetings.
MEETINGS OF THE BOARD
Section 9. The first meeting of each newly elected board other
than the board first elected shall be held at such time and place, either within
or without the State of Ohio, as shall be fixed by the vote of the shareholders
at the annual meeting, 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, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors given either before or
after the meeting.
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Section 10. Regular meetings of the board of directors may be
held at such time and place, either within or without the State of Ohio, as
shall be determined by the board.
Section 11. Special meetings of the board of directors may be
called by the president, any vice president, or by two directors on two days'
notice to each director, either delivered personally or sent by mail, telegram
or cablegram. The notice need not specify the purposes of the meeting.
Section 12. At all meetings of the board majority directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation or by these regulations. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, until a quorum shall be present. Notice of adjournment of a
meeting need not be given to absent directors if the time and place are fixed at
the meeting adjourned.
Section 13. Unless the articles or these regulations prohibit
the authorization or taking of any action of the directors without a meeting,
any action which may be authorized or taken at a meeting of the directors may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by all the directors, which writing or
writings shall be filed with or entered upon the records of the corporation.
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REMOVAL OF DIRECTORS
Section 14. All the directors, or all the directors of a
particular class, if any, or any individual director may be removed from office,
without assigning any cause, by the vote of the holders of a majority of the
voting power entitling them to elect directors in place of those to be removed,
provided that unless all the directors, or all the directors of a particular
class, if any, are removed, no individual director shall be removed in case the
votes of a sufficient number of shares are cast against his removal which, is
cumulatively voted at an election of all the directors, or all the directors of
a particular class, if any, as the case may be, would be sufficient to elect at
least one director. In case of any such removal, a new director may be elected
at the same meeting for the unexpired term of each director removed. Failure to
elect a director to fill the unexpired term of any director removed shall be
deemed to create a vacancy in the board.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or telephone.
Section 2. Notice of the time, place and purposes of any
meeting of shareholders or directors as the case may be, whether required by
law, the articles of incorporation or these regulations, may be waived in
writing, either before or after the holding
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of such meeting, by any shareholder, or by any director, which writing shall be
filed with or entered upon the records of the meeting.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any two or more
of such offices except the offices of president and vice president, may be held
by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law or by
these regulations to be executed, acknowledged or verified by any two or more
officers.
Section 2. The board of directors at its first meeting after
each annual meeting of shareholders shall choose a president, a vice president,
a secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the
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board of directors may be removed at any time by the affirmative vote of a
majority of the whole board of directors. If the office of any officer or
officers becomes vacant for any reason, the vacancy shall be filled by the board
of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer
of the corporation; he shall preside at all meetings of the shareholders and
directors, shall be ex officio a member of the executive committee or any other
committee, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board are
carried into effect.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8. The vice presidents in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president. They shall perform such other duties as the board of
directors may from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of the treasurer or an
assistant secretary.
Section 10. The assistant secretaries in the order of their
seniority unless otherwise determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the
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name and to the credit of the corporation in such depositories as may be
designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 14. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Each holder of shares is entitled to one or more
certificates, signed by the president or a vice president and by the secretary,
an assistant secretary, the
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treasurer, or an assistant treasurer of the corporation, which shall certify the
number and class of shares held by him in the corporation. Every certificate
shall state that the corporation is organized under the laws of Ohio, the name
of the person to whom the shares represented by the certificate are issued, the
number of shares represented by the certificate, and the par value of each share
represented by it or that the shares are without par value, and if the shares
are classified, the designation of the class, and the series, if any, of the
shares represented by the certificate. There shall also be stated on the face or
back of the certificate the express terms, if any, of the shares represented by
the certificate and of the other class or classes and series of shares, if any,
which the corporation is authorized to issue, or a summary of such express
terms, or that the corporation will mail to the shareholder a copy of such
express terms without charge within five days after receipt of written request
therefor, or that a copy of such express terms is attached to and by reference
made a part of such certificate and that the corporation will mail to the
shareholder a copy of such express terms without charge within five days after
receipt of written request therefore if the copy has become detached from the
certificate.
Section 2. In case of the restriction on transferability of
shares or reservation of lien thereon, the certificate representing such shares
shall set forth on the face or back thereof the statements required by the
General Corporation Law of Ohio to make such restrictions or reservations
effective.
Section 3. Where a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of the officers
specified in Section 1 of this article may be facsimile, engraved, stamped, or
printed. Although any officer of the corporation, whose
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manual or facsimile signature has been placed upon such certificate, ceases to
be such officer before the certificate is delivered, such certificate
nevertheless shall be effective in all respects when delivered.
LOST CERTIFICATES
Section 4. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the sam in such manner as it shall require and/or give the corporation
a bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.
TRANSFER OF STOCK
Section 5. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the older certificate and record the
transaction upon its books.
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Section 6. For any lawful purpose, including without
limitation, (1) the determination of the shareholders who are entitled to
receive notice of or to vote at a meeting of shareholders; (2) receive payment
of any dividend or distribution; (3) receive or exercise rights of purchase of
or subscription for, or exchange or conversion of, shares or other securities,
subject to contract rights with respect thereto; or (4) participate in the
execution of written consents, waivers, or releases, the directors may fix a
record date which shall not be a date earlier than the date on which the record
date is fixed and, in the cases provided for in clauses (1), (2) and (3) above,
shall not be more than sixty days, preceding the date of the meeting of the
shareholders, or the date fixed for the payment of any dividend or distribution,
or the date fixed for the receipt or the exercise of rights, as the case may be.
Section 7. If a meeting of the shareholders is called by
persons entitled to call the same, or action is taken by shareholders without a
meeting, and if the directors fail or refuse, within such time as the persons
calling such meeting or initiating such other action may request, to fix a
record date for the purpose of determining the shareholders entitled to receive
notice of or vote at such meeting, or to participate in the execution of written
consents, waivers, or releases, then the persons calling such meeting or
initiating such other action may fix a record date for such purposes, subject to
the limitations set forth in Section 6 of this article.
Section 8. The record date for the purpose of clause (1) of
Section 6 of this article shall continue to be the record date for all
adjournments of such meeting, unless the directors or the persons who shall have
fixed the original record date shall, subject to the limitations set forth in
Section 6 of this article, fix another date, and in case a new record date
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is so fixed, notice thereof and of the date to which the meeting shall have been
adjourned shall be given to shareholders of record as of said date in accordance
with the same requirements as those applying to a meeting newly called.
Section 9. The directors may close the share transfer books
against transfers of shares during the whole or any part of the period provided
for in Section 6 of this article, including the date of the meeting of the
shareholders and the period ending with the date, if any, to which adjourned. If
no record date is fixed therefor, the record date for determining the
shareholders who are entitled to receive notice of, or who are entitled to vote
at, a meeting of shareholders, shall be the date next preceding the day on which
notice is given, or the date next preceding the day on which the meeting is
held, as the case may be.
Section 10. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividend, and to vote as such owner, and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Ohio.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. The board of directors may declare and the
corporation may pay dividends on its outstanding shares in cash, property, or
its own shares pursuant to law and subject to the provisions of its articles of
incorporation.
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Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. At the annual meeting of shareholders, or the
meeting held in lieu thereof, the corporation shall prepare and lay before the
shareholders a financial statement consisting of: A balance sheet containing a
summary of the assets, liabilities, stated capital, and surplus (showing
separately any capital surplus arising from unrealized appreciation of assets,
other capital surplus, and earned surplus) of the corporation as of a date not
more than four months before such meeting; if such meeting is an adjourned
meeting, said balance sheet may be as of a date not more than four months before
the date of the meeting as originally convened; and a statement of profit and
loss and surplus, including a summary of profits, dividends paid, and other
changes in the surplus accounts of the corporation for the period commencing
with the date marking the end of the period for which the last preceding
statement of profit and loss required under this section was made and ending
with the date of said balance sheet, or in the case of the first statement of
profit and loss, from the incorporation of the corporation to the date of said
balance sheet.
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The financial statement shall have appended thereto a
certificate signed by the president or a vice president or the treasurer or an
assistant treasurer or by a public accountant or firm of public accountants to
the effect that the financial statement presents fairly the position of the
corporation and the results of its operations in conformity with generally
accepted accounting principles applied on a basis consistent for the period
covered thereby, or such other certificate as is in accordance with sound
accounting practice.
Section 4. Upon the written request of any shareholder made
within sixty days after notice of any such meeting has been given, the
corporation, not later than the fifth day after receiving such request or the
fifth day before such meeting, whichever is the later date, shall mail to such
shareholder a copy of such financial statement.
CHECKS
Section 5. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.
FISCAL YEAR
Section 6. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
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SEAL
Section 7. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Ohio". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE VIII
AMENDMENTS
Section 1. These regulations may be amended or new regulations
adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power on such proposal, at any regular meeting
of the shareholders, or at any special meeting of the shareholders if notice of
the proposal to amend or add to the regulations be contained in the notice of
the meeting, or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal.
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TIMES MIRROR MICROWAVE COMMUNICATIONS COMPANY*
* * * * *
B Y - L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno,
County of Washoe, State of Nevada.
Section 2. The corporation may also have offices at such other
places both within and without the State of Nevada as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be
held in the City of Irvine, State of California. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
- --------
* Name changed to Communications Transmission, Inc.
on July 30, 1986, to Communications Transmission Group, Inc. on August 12, 1987
and to IXC Carrier, Inc. on March 21, 1995.
38
Section 2. Annual meetings of stockholders, commencing with
the year 1983, shall be held on a the third Wednesday of June, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 9:30
a.m., at which they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed
by the president or a vice president, or the secretary, or an assistant
secretary, or by such other persons or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time when, and the place, which may be within or without this state,
where it is to be held. A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid, to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation and upon such mailing
of any such notice, the service thereof shall be complete, and the time of the
notice shall begin to run from the date upon which such
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notice is deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or association, or
to any member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of stock
after delivery or mailing of the notice of and prior to the holding of the
meeting it shall not be necessary to deliver or mail notice of the meeting to
the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the articles of
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incorporation a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 8. Except as hereinafter provided, every stockholder
of record of the corporation shall be entitled at each meeting of stockholders
to one vote for each share of stock standing in his name on the books of the
corporation. At all elections of directors each holder of stock possessing
voting power shall be entitled to as many votes as shall equal the number of his
shares of stock multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute them among the
number to be voted for or any two or more of them, as he may see fit.
Section 9. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.
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Section 10. Any action, except election of directors, which
may be taken by the vote of the stockholders at a meeting, may be taken without
a meeting if authorized by the written consent of stockholders holding at least
a majority of the voting power, unless the provisions of the statutes or of the
articles of incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
ARTICLE III
DIRECTORS
Section 1. The number of directors may be fixed from time to
time by resolution of the Board of Directors, but shall be not less than five
(5) and not more than seven (7). The number of directors which shall constitute
the whole board shall be six (6). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
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Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by vote of the
stockholders at the annual meeting 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. 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.
Section 7. Special meetings of the board of directors may be
called by the president or secretary on the written request of two directors.
Written notice of special
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meetings of the board of directors shall be given to each director at least no
days before the date of the meeting.
Section 8. A majority of the board of directors, 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 directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors.
Section 10. The committee shall keep regular minutes of their
proceedings and report the same to the board when required.
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COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at
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such meeting, the proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such meetings; and
such consent or approval of stockholders may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the articles of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a vice president, a secretary
and a treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a vice president,
a secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint additional vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
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Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer
of the corporation, shall preside at all meetings of the stockholders and the
board of directors, shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE PRESIDENT
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Section 8. The vice president shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the board of directors may from
time to time prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of the treasurer or an
assistant secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.
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Section 11. He shall disburse the funds of the corporation as
may be ordered by the board of directors taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
the regular meetings of the board, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.
Section 12. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a
certificate, signed by the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
When the corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge, a
full or summary statement of the designations, preferences and relative,
participating, optional or other special rights of the
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various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, and, if the corporation shall be authorized to
issue only special stock, such certificate shall set forth in full or summarize
the rights of the holders of such stock.
Section 2. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officers or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be the officer or officers of such
corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed
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certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the older certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding
sixty days prior to any meeting of the stockholders during which no transfer of
stock on the books of the corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of records on such day shall be entitled to
notice or to vote at such meeting.
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REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
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the corporation, and the directors may modify or abolish any such reserves in
the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
SEAL
Section 5. The corporation seal shall have inscribed thereon
the name of the corporation, the year of its incorporation and the words
"Corporate Seal, Nevada."
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders
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or of the board of directors if notice of such alteration or repeal be contained
in the notice of such special meeting.
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IXC LONG DISTANCE, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election
of directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which the stockholders
shall elect directors by a plurality vote, and transact such other business as
may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the
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time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if at the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
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Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
to take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors may be fixed from time to
time by resolution of the Board of Directors, but shall be not less than five
(5) and not more than seven (7). The number of directors which shall constitute
the whole board shall be six (6). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are not directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy of any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
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MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting, 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on one (1) day's notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board a majority of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all
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persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such person or persons constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, removing or
indemnifying directors or amending the Bylaws of the corporation; and, unless
the resolution or the certificate of incorporation expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.
Section 12. Unless the Board of Directors otherwise provides,
each committee designated by the Board of Directors may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board of Directors or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote of
a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other respects
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these Bylaws. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.
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COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing and will be deemed to have been
duly given if personally delivered or sent by United States mail (addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid), or by telegram, telex or facsimile
confirmed by letter, and will be deemed given, unless earlier received, if by
mail, at the time when the same shall be deposited in the United States mail,
and if by telegram, telex or facsimile, on the day such confirmation letter
shall be deposited in the United States mail.
Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be a
president, a chief financial officer, one or more vice presidents and a
secretary. The corporation may also have, at the discretion of the Board of
Directors, a chief executive officer, a corporate controller, one or more
assistant vice presidents, one or more assistant secretaries and such other
officers as may be appointed in accordance with the provisions hereof. One
person may hold two or more offices. The salaries of all officers of the
corporation shall be fixed by the Board of Directors.
Section 2. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen annually by the Board of Directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his or her successor shall be elected and
qualified.
Section 3. The Board of Directors may appoint such other
officers as the business of the corporation may require, each of whom shall have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Directors or the president may from time to time specify, and shall
hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve.
Section 4. Any officer may be removed, either with or without
cause, by the Board of Directors at any regular or special meeting of the Board
of Directors or, except in case of an officer chosen by the Board of Directors,
by any officer upon whom such power or removal may be conferred by the Board of
Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors, the chairman of the Board of Directors, if any, the
president or the secretary of the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for the regular appointments to such office.
THE CHIEF EXECUTIVE OFFICER
Section 6. The chief executive officer (if there is such an
officer) of the corporation shall, subject to the control of the Board of
Directors, have general supervision,
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direction and control of the business and affairs of the corporation. He or she
shall preside at all meetings of stockholders and the Board of Directors. He or
she shall have the general powers and duties of management usually vested in the
chief executive officer of a corporation, and shall have such other powers and
duties with respect to the administration of the business and affairs of the
corporation as may from time to time be assigned to him or her by the Board of
Directors or as prescribed by these Bylaws. In the absence or disability of the
president, the chief executive officer, in addition to his or her assigned
duties and powers, shall perform all the duties of the president and when so
acting shall have all the powers and be subject to all the restrictions upon the
president.
THE PRESIDENT
Section 7. The president shall exercise and perform such
powers and duties with respect to the administration of the business and affairs
of the corporation as may from time to time be assigned to him or her by the
chief executive officer (unless the president is also the chief executive
officer) or by the Board of Directors or as is prescribed by these Bylaws. In
the absence or disability of the chief executive officer, the president shall
perform all of the duties of the chief executive officer and when so acting
shall have all of the powers and be subject to all the restrictions upon the
chief executive officer.
THE VICE PRESIDENTS
Section 8. The vice presidents shall exercise and perform such
powers and duties with respect to the administration of the business and affairs
of the corporation as may from time to time be assigned to each of them by the
chief executive officer, the president, by the Board of Directors or as is
prescribed by these Bylaws. In the absence or disability of the chief executive
officer (if there is such an officer) and of the president, the vice presidents,
in order of their rank as fixed by the Board of Directors, or if not ranked, the
vice president designated by the Board of Directors, shall perform all of the
duties of the president and when so acting shall have all of the powers of and
be subject to all the restrictions upon the president.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall keep, or cause to be kept, a
book of minutes at the principal office for the transaction of the business of
the corporation, or such other place as the Board of Directors may order, of all
meetings of directors and stockholders, with the time and place of holding,
whether regular or special, and if special, how authorized and the notice
thereof given, the names of those present at directors' meetings, the number of
shares present or represented at stockholders' meeting and the proceedings
thereof.
Section 10. The secretary shall keep, or cause to be kept, at
the principal offices for the transaction of the business of the corporation or
at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the
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names of the stockholders and their addresses, the number and classes of shares
held by each; the number and date of certificates issued for the same; and the
number and date of cancellation of every certificate surrendered for
cancellation.
Section 11. The secretary shall give, or cause to be given,
notice of all the meetings of the stockholders and of the Board of Directors
required by these Bylaws or by law to be given, and he or she shall keep the
seal of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws. If for any reason the secretary shall fail to give notice of any
special meeting of the Board of Directors called by one or more of the persons
identified in Section 7 of Article III of these Bylaws, or if he or she shall
fail to give notice of any special meeting of the stockholders called by one or
more of the persons identified in Section 5 of Article II of these Bylaws, then
any such person or persons may give notice of any such special meeting.
THE CHIEF FINANCIAL OFFICER
Section 12. The chief financial officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
reasonable times be open to inspection by any director.
The chief financial officer shall deposit, or cause to be
deposited, all moneys and other valuables in the name and to the credit of the
corporation with such depositories as may be designated by the Board of
Directors. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the chief executive officer
(if there is such an officer), to the president and to the directors, whenever
they request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the chairman or vice chairman of the Board of Directors, or the chief executive
officer, president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.
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Section 2. Any of or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing the
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require, and/or to give the corporation a bond
in such sum, or other security in such form, as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors
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may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
Section 7. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
REGISTERED STOCKHOLDERS
Section 8. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks for demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
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WAIVER OF NOTICE
Section 7. Whenever notice is required to be given by law or
under any provision of the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws. Unless either proper notice of a meeting of
the Board of Directors, or any committee thereof, has been given or else the
persons entitled thereto have waived such notice (either in writing or by
attendance as set forth above), any business transacted at such meeting shall be
null and void.
INDEMNIFICATION
Section 8. The corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed,
or new Bylaws may be adopted by the stockholders or by the Board of Directors,
when such power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors, if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
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LINK-NET INTERNATIONAL, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which the stockholders shall elect
directors by a plurality vote, and transact such other business as may properly
be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time
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and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if at the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
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Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
to take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors may be fixed from time to time by
resolution of the Board of Directors, but shall be either five (5), six (6) or
seven (7). The number of directors which shall constitute the whole board shall
be six (6). The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly executed and shall qualify, unless
sooner displaced. If there are not directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy of any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
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MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on one (1) day's notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if al members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all
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persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such person or persons constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, removing or indemnifying directors or amending the
Bylaws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.
Section 12. Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may adopt, amend and repeal rules
for the conduct of its business. In the absence of a provision by the Board of
Directors or a provision in the rules of such committee to the contrary, a
majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of a majority of
members present at a meeting at the time of such vote if a quorum is then
present shall be the act of such committee, and in other respects each committee
shall conduct its business in the same manner as the Board of Directors conducts
its business pursuant to Article III of these Bylaws. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of
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directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing and will be deemed to have been
duly given if personally delivered or sent by United States mail (addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid), or by telegram, telex or facsimile
confirmed by letter, and will be deemed given, unless earlier received, if by
mail, at the time when the same shall be deposited in the United States mail,
and if by telegram, telex or facsimile, on the day such confirmation letter
shall be deposited in the United States mail.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be a president, a
chief financial officer, one or more vice presidents and a secretary. The
corporation may also have, at the discretion of the Board of Directors, a chief
executive officer, a corporate controller, one or more assistant vice
presidents, one or more assistant secretaries and such other officers as may be
appointed in accordance with the provisions hereof. One person may hold two or
more
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offices. The salaries of all officers of the corporation shall be fixed by the
Board of Directors.
Section 2. The officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Section 3 or Section 5 of this
Article V, shall be chosen annually the Board of Directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve, or his or her successor shall be elected and qualified.
Section 3. The Board of Directors may appoint such other officers as
the business of the corporation may require, each of whom shall have such
authority and perform such duties as are provided in these Bylaws or as the
Board of Directors or the president may from time to time specify, and shall
hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve.
Section 4. Any officer may be removed, either with or without cause, by
the Board of Directors at any regular or special meeting of the Board of
Directors or, except in case of an officer chosen by the Board of Directors, by
an officer upon whom such power or removal may be conferred by the Board of
Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors, the chairman of the Board of Directors, if any, the
president or the secretary of the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the Bylaws for the regular appointments to such office.
THE CHIEF EXECUTIVE OFFICER
Section 6. The chief executive officer (if there is such an officer) of
the corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
corporation. He or she shall preside at all meetings of stockholders and the
Board of Directors. He or she shall have the general powers and duties of
management usually vested in the chief executive officer of a corporation, and
shall have such other powers and duties with respect to the administration of
the business and affairs of the corporation as may from time to time be assigned
to him or her by the Board of Directors or as prescribed by these Bylaws. In the
absence or disability of the president, the chief executive officer, in addition
to his or her assigned duties and powers, shall perform all the duties of the
president and when so acting shall have all the powers and be subject to all the
restrictions upon the president.
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THE PRESIDENT
Section 7. The president shall exercise and perform such powers and
duties with respect to the administration of the business and affairs of the
corporation as may from time to time be assigned to him or her by the chief
executive officer (unless the president is also the chief executive officer) or
by the Board of Directors as is prescribed by these Bylaws. In the absence or
disability of the chief executive officer, the president shall perform all of
the duties of the chief executive officer and when so acting shall have all of
the powers and be subject to all the restrictions upon the chief executive
officer.
THE VICE PRESIDENTS
Section 8. The vice presidents shall exercise and perform such powers
and duties with respect to the administration of the business and affairs of the
corporation as may from time to time be assigned to each of them by the chief
executive officer, the president, by the board of Directors or as is prescribed
by these Bylaws. In the absence or disability of the chief executive officer (if
there is such an officer) and of the president, the vice presidents, in order of
their rank as fixed by the Board of Directors, or if not ranked, the vice
president designated by the Board of Directors, shall perform all of the duties
of the president and when so acting shall have all of the powers of and be
subject to all the restrictions upon the president.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall keep, or cause to be kept, a book of
minutes at the principal office for the transaction of the business of the
corporation, or such other place as the Board of Directors may order, all of
meetings of directors and stockholders, with the time and place of holding,
whether regular or special, and if special, how authorized and the notice
thereof given, the names of those present at directors' meetings, the number of
shares present or represented at stockholders' meeting and the proceedings
thereof.
Section 10. The secretary shall keep, or cause to be kept, at the
principal offices for the transaction of the business of the corporation or at
the office of the corporation's transfer agent, a share register, or a duplicate
share register, showing the names of the stockholders and their addresses, the
number and classes of shares held by each; the number and date of certificates
issued for the same; and the number and date of cancellation of every
certificate surrendered for cancellation.
Section 11. The secretary shall give, or cause to be given, notice of
all the meetings of the stockholders and of the Board of Directors required by
these Bylaws or by law to be given, and he or she shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws. If
for any reason the secretary shall fail to give notice of any special meeting of
the Board of Directors called by one or more of the persons identified in
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Section 7 of Article III of these Bylaws, or if he or she shall fail to give
notice of any special meeting of the stockholders called by one or more of the
persons identified in Section 5 of Article II of these Bylaws, then any such
person or persons may give notice of any such special meeting.
THE CHIEF FINANCIAL OFFICER
Section 12. The chief financial officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of capital, shall be classified according to source and
shown in a separate account. The books of account shall at all reasonable times
be open to inspection by any director.
The chief financial officer shall deposit, or cause to be deposited,
all moneys and other valuables in the name and to the credit of the corporation
with such depositories as may be designated by the Board of Directors. He or she
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the chief executive officer (if there is such an
officer), to the president and to the directors, whenever they request it, an
account of all of his or her transactions as chief financial officer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
Bylaws.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice chairman of the Board of Directors, or the chief executive
officer, president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.
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LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing the
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require, and/or to give the corporation a bond
in such sum, or other security in such form, as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to bote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no
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prior action by the Board of Directors is required by law, shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.
Section 7. In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
REGISTERED STOCKHOLDERS
Section 8. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
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Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks for demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal."
The Seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
WAIVER OF NOTICE
Section 7. Whenever notice is required to be given by law or under any
provision of the Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or these Bylaws. Unless either proper notice of a meeting of the Board of
Directors, or any committee thereof, has been given or else the persons entitled
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thereto have waived such notice (either in writing or by attendance as set forth
above), any business transacted at such meeting shall be null and void.
INDEMNIFICATION
Section 8. The corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed, or new
Bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors, if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
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RIO GRANDE TRANSMISSION, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Austin, State of Texas, at such place as
may be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1987, shall be held on the first Tuesday of September if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 10:00 a.m.,
Austin, Texas time at 3307 Northland Drive, Suite 500, Austin, Texas, or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote of board of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten 10 or more than 60 days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any
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purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than 60 days before the date
of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If at the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or if
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by
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proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
to take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporation action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than five (5) nor greater than seven (7), as specified
from time to time by the Board of Directors. The number of directors which
shall constitute the whole board shall be six (6). The directors shall be
elected at the annual meeting of the stockholders, except for the initial
directors named in the Certificate of Incorporation and except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are not directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy of any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these bylaws directed or required to
be exercised or done by the stockholders.
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MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on one days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons
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participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution for the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
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Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board, who shall be the chief executive
officer of the corporation, shall preside at all meetings of the stockholders
and the board of directors and shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect.
THE PRESIDENT
Section 7. The president, who shall be the chief operating officer of
the corporation, shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president, or in the event of his
inability or refusal to act, any executive vice president or any vice-president
shall each perform the duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the president. The
executive vice presidents and the vice-presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
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Section 10. The assistant secretary (or if there be more than one, the
assistant secretaries in the order determined by the board of directors, or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURER
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of all receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer (or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
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Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issue by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing the
issue of a new certificate, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require, and/or to give the corporation a bond
in such sum, or other security in such form, as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
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REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks for demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
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FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal bylaws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws.
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Telcom Engineering, Inc.
BY-LAWS
OF
ARTICLE I.
Shareholders
Section 1 - Meetings.
A. Annual Meeting.
The annual meeting of the shareholders shall be held on the
third Tuesday of March of each year, at the hour of 10:00 a.m., for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be on a legal
holiday in the State of Texas, or on a Saturday or Sunday, the meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
the Board of Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as conveniently may be. The Board of
Directors shall designate the place for the annual meeting of shareholders, but
if no place is so designated, then the meeting shall be held at the registered
office of the corporation.
B. Special Meetings.
The Board of Directors, the President, or the holders of not
less than one-tenth (1/10) of all shares entitled to vote at a meeting may call
a special meeting of the
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shareholders and designate any place as the place of such meeting. If no such
designation is made, the place of such meeting shall be the registered office of
the corporation.
C. Waiver of Notice.
A waiver of notice signed by all the shareholders entitled to
vote at any meeting may designate any place as the place for holding of such
meeting. In case of a special meeting, the waiver must state the purpose or
purposes for which the meeting is called.
Section 2 - Notice of Meeting.
Written or printed notice stating the place, day, and hours of the
meeting, and in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than fifty
(50) days before the date of the meeting in the case of the annual meeting, and
not less than ten (10) nor more than fifty (50) days before the meeting in case
of a special meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or the person calling the meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
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Section 3 - Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of a
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the by-laws, or in the absence of an
applicable by-law, the Board of Directors, may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty (50) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the meeting on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such
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determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders had been made as provided in the section,
such determination shall apply to any adjournment thereof except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.
Section 4 - Voting Lists.
A. The officer or agent having charge of the stock transfer books of
the corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
stock transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list of transfer books or to vote at any
meeting of shareholders.
B. An officer or agent having charge of the stock transfer books who
shall fail to prepare the list of shareholders or keep the same on file for a
period of ten (10) days, or produce and keep it open for inspection at the
meeting, as
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provided in this section, shall be liable to any shareholder suffering damage on
account of such failure, to the extent of such damage. In the event that such
officer or agent does not receive notice of a meeting of shareholders
sufficiently in advance of the date of such meeting or reasonably to enable him
to comply with the duties prescribed by this section, the corporation, but not
such officer or agent, shall be liable to any shareholder suffering damage on
account of such failure, to the extent of such damage.
C. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 5 - Quorum.
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such next meeting after
adjournment at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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Section 6 - Voting of Shares.
A. Each outstanding share, regardless of class, shall be entitled to
vote on each matter submitted to vote in a meeting of shareholders, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation.
B. Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
it, and shares of its own stock held by a corporation in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
C. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in fact. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.
D. At each election for directors, if cumulative voting is permitted by
the Articles of Incorporation, any shareholder who intends to cumulate his votes
shall give written notice of such intention to the secretary of the corporation
on or before the day preceding the election at which such shareholder intends to
cumulate his votes.
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E. Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the by-laws of such
corporation may authorize or, in the absence of such authorization, as the Board
of Directors of such corporation may determine.
F. Shares held by an administrator, executor, guardian, or conservator
may be voted by him so long as such shares forming a part of an estate are in
the possession and forming a part of the estate being served by him, either in
person or by proxy without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name as trustee.
G. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in appropriate order of the court by which such receiver was
appointed.
H. A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 7 - Voting Trusts and Voting Agreements.
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A. Voting Trusts.
Any number of shareholders of a corporation may create a voting trust
for the purpose of conferring upon a trustee or trustees the right to vote or
otherwise represent their shares, for a period of not to exceed ten (10) years,
by entering into a written voting trust agreement specifying the terms and
conditions of the voting trusts, by depositing a counterpart of the agreement
with the corporation at its registered office, and by transferring their shares
to such trustee or trustees for the purposes of the agreement. The counterpart
of the voting trusts agreement so deposited with the corporation shall be
subject to the same right of examination by a shareholder of the corporation, in
person or by agent or attorney, as are the books and records of the corporation,
and shall be subject to examination by any holder of a beneficial interest in
the voting trusts, either in person or by agent or attorney, at any reasonable
time for any proper purpose.
B. Voting Agreements.
Any number of shareholders may enter into a voting agreement in writing
for the purpose of voting their shares as a unit, in the manner prescribed in
the agreement, on any matter submitted to a vote at a meeting of shareholders
for a period of not exceeding ten (10) years from the date of the execution of
the agreement. A counterpart of the agreement shall be deposited with the
corporation at its principal office and shall be subject to the same right of
examination by a shareholder of the
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corporation, in person or by agent or attorney, as are the books and records of
the corporation. Each certificate representing shares held by the parties to the
agreement shall contain a statement that the shares represented by the
certificate are subject to the provisions of a voting agreement, the counterpart
of which has been deposited with the corporation at its principal office. Upon
such deposit of the counterpart of the agreement and endorsement of the
prescribed statement upon the certificates representing shares, the agreement
shall be specifically enforceable in accordance with the principles of equity.
Section 8 - Method of Voting.
Voting on any question or in any election may be by voice vote or by
show of hands unless the presiding officer shall order or any shareholder shall
demand the voting be by written ballot.
Section 9 - Rules of Procedure.
To the extent applicable, Robert's Rules of Order shall govern the
conduct of and procedure at all shareholders' meetings.
Section 10 - Informal Action by Shareholders.
Any action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the shareholders, may be
taken without a meeting if they consent in writing, setting forth the action so
taken. The consent shall be signed by all of the shareholders entitled to
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vote with respect to the subject matter thereof,and shall have the same force
and effect as a unanimous vote of the shareholders. Such unanimous written
consent shall be delivered to the Secretary of the corporation for inclusion in
the minute books of the corporation.
ARTICLE II.
Board of Directors
Section 1 - General Powers.
The Board of Directors shall have the management of the business and
affairs of the corporation and may exercise all of the powers herein enumerated
and all other powers incidental or appropriate thereto, subject only to the
restrictions imposed by law, by the Articles of Incorporation or by these
by-laws. Included among the powers of the Board of Directors, but not in
limitation thereof, are the following:
1) To make and change regulations not in consistent with these
by-laws for the management of the business and affairs of the
corporation.
2) To purchase or otherwise acquire for the corporation any
property, rights, or privileges which the corporation is
authorized to acquire.
3) To pay for any property purchased by the corporation either
wholly or in part in money, stocks, bonds, debentures, or
other securities of the corporation.
4) To borrow money and to make and issue notes, bonds, and other
negotiable and transferable instruments, mortgages, deed of
trust and trust agreements, and to
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do every act and thing necessary to effectuate the same.
5) To remove any officer for cause, or any officer other than the
President summarily without cause, and in their discretion,
from time to time, and to dissolve the powers and duties of
any officer upon any other person for the time being.
6) To appoint and remove or suspend such subordinate officers,
agents or factors as they may deem necessary and to determine
their duties, and fix, and from time to time change their
salaries or remuneration, and to require security as and when
they think fit.
7) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers, agents and
factors.
8) To determine who shall be authorized on the corporation's
behalf to make and sign bills, notes, acceptances,
endorsements, checks, releases, receipts, contracts and other
instruments.
9) To delegate any of the powers of the Board in relation to the
ordinary business of the corporation to any standing or
special committee, or to any officer or agent (with power to
subdelegate), upon such terms as they think fit.
Section 2 - Number.
The number of directors may be fixed from time to time by resolution of
the Board of Directors, but shall be not less than five (5) and not more than
seven (7). The number of directors which shall constitute the whole board shall
be six
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(6). The directors shall be elected at the annual meeting of the shareholders,
except as provided in Section 2 of this Article, and each director shall hold
office until his successor is elected and qualified. Directors need not be
shareholders.
Section 3 - Election.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting.
Section 4 - Term of Office.
Unless removed in accordance with these by-laws, each director shall
hold office for the term for which he is elected and until his successors shall
have been elected and qualified.
Section 5 - Removal.
Any director may be removed from his position as director, either with
or without cause, at any special meeting of shareholders if notice of intention
to act upon the question of removing such director shall have been stated as one
of the purposes for the calling of such meeting.
Section 6 - Vacancies.
A directorship shall be considered to be vacant upon the happening of
any one of the following events:
(1) Death of the person holding such directorship.
(2) Acceptance by the Board of Directors or the
shareholders of the resignation of the person holding
such directorship.
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(3) Refusal of a person elected to a directorship to
manifest his assent to serve.
(4) Removal of a director at a special shareholders'
meeting as provided in Section 5 of this Article of
these by-laws.
Section 7 - Filling of Vacancies.
Any vacancy occurring in the Board of Directors may be filled at the
next meeting of the Board of Directors following the occurrence of such vacancy.
Such vacancy shall be filled by the affirmative vote of a majority of the
remaining Directors through less than a quorum. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in such
directorship.
Section 8 - Election to New Directorship.
In the event of the creation of one or more new directorships by
amendment of these by-laws, then any directorship to be filled by reason of such
an increase in the number of directors shall be filled by election at an annual
meeting of the shareholders or a special meeting of the shareholders called for
that purpose.
Section 9 - Quorum.
A majority of the number of directors fixed by these by-laws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Action taken by a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors. If at
any
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meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at said meeting which shall be so adjourned.
Section 10 - Regular Meetings.
A regular meeting of the Board of Directors shall be held without other
notice than this by-law, immediately after and at the same place as the annual
meeting of the shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings without other
notice than such resolution.
Section 11 - Special Meetings.
Special meetings of the Board of Directors may be called by the
President of the corporation, the Chairman of the Board, or at the request of
any two directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them. If no place is designated,
then the registered office of the corporation shall serve as the place of such
meeting.
Section 12 - Notice.
Notice of any special meeting shall be given at least there (3) days
prior thereto by written notice delivered personally or mailed to each director
at his business address or by telegram. If mailed, such notice shall be deemed
to be
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delivered when deposited in the United States Mail, so addressed with postage
thereon prepaid. If the notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objection to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 13 - No Statement of Purpose of Meeting Required.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 14 - Compensation.
By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed per diem sum for attendance at such meeting. No other
payment shall be made to directors than provided herein, except, however, that
nothing herein shall be construed as preventing any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 15 - Presumption of Assent.
A director of the corporation who is present at the meeting of the
Board of Directors at which action on any
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corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting, or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not be available to
a director who voted in favor of such action.
Section 16 - Executive Committees.
The Board of Directors, by resolution or resolutions passed by a
majority of the whole Board, may designate one or more committees, each
committee to consist of two or more of the directors of the corporation, which,
to the extent provided in said resolution or resolutions or in these by-laws,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation except where action of
the entire board is required by law, and may have power to authorize the seal of
the corporation to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be stated in these by-laws or
as may be determined from time to time by appropriate resolution. All such
committees shall keep regular minutes of their proceedings and report the same
to the Board when required.
The delegation to a committee of authority consistent with this section
shall not operate to relieve the Board of
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Directors, or any member thereof, of any responsibility imposed upon it or him
by law.
ARTICLE III.
Officers
Section 1 - Number.
The officers of the corporation shall be a president, one or more
vice-presidents, the number thereof to be determined by the Board of Directors,
a secretary and a treasurer, and such other officers as the Board may desire,
all of whom shall be elected by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of president and secretary.
Section 2 - Election and Term of Office.
The officers of the corporation shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been otherwise removed.
Section 3 - Removal and Vacancies.
Any officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in
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its judgment the best interests of the corporation would be served thereby or
otherwise in accordance with these by-laws, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. A vacancy in
any office because of death, resignation, removal, disqualification or otherwise
may be filled by the Board of Directors for the unexpired portion of the term.
Section 4 - President.
The president shall preside at all meetings of the stockholders,
appoint and discharge employees and agents of the corporation subject to the
approval of the directors, fix the compensation of employees and agents, make
and sign contracts and agreements in the name of the corporation, and appoint
committees. He shall see that the books, reports, statements and certificates
are properly kept, made and filed, if necessary; and he shall generally do and
perform all acts incident to the office of president or which may be authorized
or required by law, by these by-laws, or by the Board of Directors, not
inconsistent herewith.
Section 5 - Vice-President.
Each vice-president elected by the Board of Directors shall have such
powers and shall perform such duties as shall be assigned to him by the Board,
not inconsistent herewith.
Section 6 - Secretary.
The secretary shall:
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(1) Keep the minutes of the shareholders' and of the
Board of Directors' meetings in one or more books
provided for that purpose;
(2) See that all notices are duly given with the
provisions of these by-laws or as required by law. In
case of the Secretary's absence or refusal or neglect
to give the required notice, such notice may be given
at the direction of the President, of the directors,
or of the stockholders upon whose request the meeting
is called;
(3) Be custodian of the corporate records and of the seal
of the corporation and see that the seal of the
corporation is affixed to all certificates for shares
prior to the issue thereof and to all documents, the
execution of which on behalf of the corporation under
its seal is duly authorized in accordance with the
provisions of these by-laws;
(4) Keep a register of the post-office address of each
shareholder;
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(5) Sign with the President certificates for shares of
the corporation, the issue of which shall have been
authorized by resolution of the Board of Directors;
(6) Have general charge of the stock transfer books of
the corporation;
(7) In general perform all duties incident to the office
of Secretary and such other duties as from time to
time may be assigned to him by the President or by
the Board of Directors.
Section 7 - Treasurer.
The treasurer shall have the custody of all funds, securities,
evidences of indebtedness and other valuable documents of the corporation; he
shall receive and give or cause to be given receipts and acquittances for monies
paid in on account of the corporation and shall pay out of the funds on hand all
just debts of the corporation of whatever nature upon maturity of the same; he
shall enter or cause to be entered in books of the corporation to be kept for
that purpose full and accurate accounts of all monies received and paid out on
account of the corporation, and whenever required by the president or by the
Board of Directors, he shall keep or cause to be kept such
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other books as would show a true record of the expenses, losses, gains, assets
and liabilities of the corporation. He shall, unless otherwise directed by the
Board of Directors, have charge of the original books and stock ledgers and act
as transfer agent in respect of the stock and securities of the corporation; and
he shall perform all other duties incident to the office of treasurer.
Section 8 - Assistant Secretaries and Treasurers.
The assistant secretaries and assistant treasurers, when authorized by
the Board of Directors, shall perform such duties as shall be assigned to them
by the secretary or treasurer respectively or by the Board of Directors.
Section 9 - Salaries and Reimbursement of Expenses.
The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation, and the
Board of Directors may from time to time authorize the reimbursement of
out-of-pocket expenses, which it deems to be a bona fide corporate expense, to
any employee regardless of whether the employee is an officer, director or
shareholder. Provided however, that in the event the corporation is required by
the regular accountants of the corporation or the Internal Revenue Service to
classify such reimbursed expense as a dividend paid to said employee, he shall
be required to reimburse the corporation for the amount advanced to him and the
corporation shall have the
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authority to withhold said amount from his salary. In such event, the books of
the corporation shall reflect the original reimbursement from the corporation to
the employee as a loan and the repayment by him as payment of said loan.
ARTICLE IV.
Certificates for Shares and Their Transfer
Section 1 - Certificates for Shares.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors, not inconsistent with
law. Such certificates shall be signed by the president or a vice-president and
by the secretary or an assistant secretary. The name and address of the person
to whom the shares represented thereby are issued, with the number of the shares
and the date of issue shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except in a case of a lost, destroyed, or mutilated certificate, in
which case a new certificate may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe and which
may otherwise conform to law. When certificates are signed by a Transfer Agent
and Registrar, the signatures of the officers required herein may be facsimiles.
Section 2 - Transfer of Shares.
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Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof, or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by a Power of Attorney duly executed and
filed with the secretary of the corporation or his delegate. The person in whose
name shares of stock stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
ARTICLE V.
Fiscal Year
The fiscal year of the corporation shall be designated from time to
time by resolution of the Board of Directors.
ARTICLE VI.
Dividends
The Board of Directors shall from time to time declare, and the
corporation pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law and by the Articles of Incorporation. When
the Board of Directors shall so determine, dividends may be paid in stock.
ARTICLE VII.
Seal
The Board of Directors shall provide a corporate seal which shall be in
the form desired by the Board of Directors. Such seal may be altered at the
pleasure of the Board of Directors. A facsimile or other reproduction of such
seal may be
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employed by any means on instruments of any nature requiring execution with the
corporate seal.
ARTICLE VIII.
Waiver of Notice
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provision of these by-laws or under
provisions of any statute, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice, except where
such waiver shall be in contravention of law.
ARTICLE IX.
Amendment of By-Laws
The stockholders, by affirmative vote of the holders of a majority of
the stock issued and outstanding may amend or alter any of these by-laws. The
Board of Directors is hereby delegated the authority to amend or alter any of
these by-laws by a vote of a majority of the whole Board. The substance of any
such proposed amendment shall be stated in full in the notice of any
stockholders' meeting or Directors' meeting unless notice shall have been waived
in accordance with these by-laws.
ARTICLE X.
Protection of Directors and Officers
The corporation shall indemnify each former, present and future
director or officer of the corporation against, and each such director and
officer shall be entitled without further
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act on his part of indemnity from the corporation for, all expenses (including
the amount of judgments and the amount of reasonable settlements made with a
view to the curtailment of costs of litigation, other than amounts paid to the
corporation itself) reasonably incurred by him in connection with or arising out
of any action, suit or proceeding in which he may be involved by reason of his
being or having been a director or officer of the corporation or of any other
corporation or company which he serves as a director or officer at the request
of the corporation, whether or not he continues to be such director or officer
at the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such director or officer (a) in
respect of matters as to which he shall be finally adjudged in any such action,
suit or proceeding to be liable for willful misconduct in the performance of his
duty as such director or officer, or (b) in respect of any matter in which any
settlement is effected in any amount in excess of the amount of expenses which
might reasonably have been incurred by such director or officer had such
litigation been conducted to a final conclusion; provided, further, that in no
event shall anything herein contained be so construed as to protect, or to
authorize the corporation to indemnify, such director or officer against any
liability to the corporation or to its security holders to which he would
otherwise be subject by reason of his willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
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involved in the conduct of his office as such director or officer. The foregoing
right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such director or officer and shall be in addition to all
other rights to which such director or officer may be entitled as a matter of
law.
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CODE OF REGULATIONS OF TOWER COMMUNICATION SYSTEMS CORP.
ARTICLE I. - SHARES
(a) Certificate of Shares. Each shareholder of this Company whose stock
is paid up shall be entitled to a certificate or certificates showing the amount
of shares registered in his name on the books of the Company. Each certificate
shall be issued in numerical order from the shares certificate book, and be
signed by the President and Secretary. A full record of each certificate as
issued shall be entered on the stub thereof. All certificates surrendered to the
Company shall be cancelled and no new certificate shall be issued until the
former certificate for the same number of shares of the same kind shall have
been surrendered and cancelled.
(b) Transfers of Shares. Transfers of shares shall be made only on the
books of the Company by the holder thereof, in person or by his duly authorized
holder thereof, in person or by his duly authorized attorney, and must be
accompanied by the surrender of the certificates, properly assigned, evidencing
the shares so transferred. Certificates so surrendered shall be cancelled and
attached to the stubs corresponding thereto in the shares certificate book.
(c) Lost, Destroyed or Mutilated Certificates. If any share certificate
in this Company becomes worn, defaced or mutilated, the Secretary, upon
presentation or surrender thereof, may order the same cancelled, and may issue a
new certificate in lieu of the same. If any share certificate be lost or
destroyed, the Secretary, upon the giving of a proper bond of indemnity, with
surety to his satisfaction, may issue a new certificate in lieu thereof to the
person entitled to such lost or destroyed certificate.
(d) Seal. The corporate seal of this Company shall be circular, with
the words Tower Communication Systems Corp. in the outer circle, and the words
"Corporate Seal" in the inner circle.
(e) Closing of Transfer Book. The share transfer book shall be closed
for the meetings of the shareholders for the period provided for in these
regulations, and for such time prior to the payment of dividends as from time to
time may be fixed by the Board of Directors, and during such period no shares
shall be transferred.
(f) Regulations. The Board of Directors shall have power and authority
to make all such rules and regulations as
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they may deem expedient concerning the issue, transfer and registration of share
certificates of said Company.
ARTICLE II. - SHAREHOLDERS
(a) Annual Meeting. The annual meeting of the shareholders of this
Company shall be held at the office of the corporation on the first Monday of
April of each year at 8:00 o'clock P.M., if not a legal holiday, but if a legal
holiday, then on the day following at the same hour.
(b) Special Meetings. Special meetings of the shareholders shall be
held at the principal office of the corporation whenever called by writing by
the President. Special meetings shall also be called by the President at the
written request, which shall state the object and purpose of such meeting, of
two Directors of the Company. If the President on such request neglects for
three days to call a special meeting, then the Directors making the request may
call a special meeting.
(c) Notice of Meetings. A written or printed notice of each regular or
special meeting of the shareholders, stating the time and place, and, in case of
special meetings, the objects thereof, shall be given each shareholder appearing
on the books of the Company by mailing the same to his last known address at
least five days before any such meeting.
(d) Quorum. At any meeting of the shareholders, the holders of shares
entitling them to exercise a majority of the voting power of the Company,
present in person or by proxy, shall constitute a quorum of the shareholders,
for all purposes, unless the presence of a larger number shall be required by
law.
If the holders of the amount of shares necessary to constitute a quorum
shall fail to attend any meeting in person or by proxy at the time and place
fixed by these regulations and notice, as provided for herein, a majority in
interest of the shareholders present in person or by proxy may adjourn from time
to time without notice, other than announcement at the meeting, until holders of
the amount of shares requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
(e) Organization. All meetings of the shareholders after organization
shall be presided over by the President. In the absence of the President, the
Vice President shall preside and shall have all the powers herein conferred upon
the President when acting as presiding officer of the meeting. The Secretary of
the Company shall act as Secretary of all meetings of the shareholders, but, in
the absence of the Secretary at any meeting of the shareholders, the presiding
officer may appoint any person to act as Secretary of the meeting.
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(f) Voting. At any meeting of the shareholders only such persons shall
be entitled to vote as appear as shareholders upon the books of the Company for
not less than five days next prior to such meeting. Each such shareholder shall
be entitled to vote in person or by proxy appointed by instrument in writing
subscribed by such shareholder, or his duly authorized attorney, and delivered
to the Secretary at the meeting.
At any meeting of the shareholders all questions, except those,
decision of which is regulated by statute, shall be determined by a majority
vote of the shareholders present in person or by proxy, and in case of a tie
vote, the presiding officer at the meeting shall cast the deciding vote.
(g) Inspectors. At all meetings for the election of Directors after the
first election of Directors, three inspectors of election shall be appointed by
the Chairman, provided that no person who is the candidate for the office of
Director shall be appointed as inspector.
(h) Order of Business. At all meetings of the shareholders the
following order of business shall be observed so far as the same shall be
consistent with the purpose of the meeting, viz:
Calling the roll;
Reading notice and proof;
Reading of Minutes of preceding meetings, and action thereon;
Report of President;
Report of Secretary;
Report of Treasurer;
Report of Committee;
Election of Directors;
Unfinished business;
New business.
(i) Action Without Meeting. Any action which the shareholders might
lawfully take at any duly held meeting may also be lawfully taken without a
meeting in accordance with Section 1701.54 of the Revised Code of Ohio.
ARTICLE III. - DIRECTORS
The number of directors may be fixed from time to time by resolution of
the Board of Directors, but shall be not less than five (5) and not more than
seven (7). The number of directors which shall constitute the whole board shall
be six (6). The directors shall be elected at the annual meeting of the
shareholders, except as provided in Section (b) of this Article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.
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(b) Vacancies. In case of any vacancy in the Board of Directors,
through death, resignation, disqualification, or other cause, the remaining
Directors, by an affirmative vote of a majority thereof, may elect a successor
to hold office for the unexpired portion of the term of the Director whose place
shall be vacant, and until the election and qualification of his successor.
(c) Executive Committee. The Board of Directors may elect from their
own number three persons who shall constitute the Executive Committee, which
shall have charge of the management of the business and affairs of the Company
in the interim between meetings of Directors, with power to fix prices for the
Company's products, determine credits, and generally discharge the duties of the
Board of Directors, but not to incur debts except for current expenses and to
replace stock or raw materials in the usual course of business, unless
especially authorized. Such Executive Committee shall at all times act under the
direction and control of the Board of Directors and shall make report of their
acts and transactions to the Board, which shall form part of the records of the
Company.
ARTICLE IV. - OFFICERS
Amended by Written Consent of the Sole Shareholder dated September 1, 1992 to
read as follows:
"(a) Executive Officers. The officers of this Corporation shall be a
President, a Secretary, a Treasurer and, if so desired by the Board of
Directors, a chairman of the Board, one or more Vice-President, and such other
officers and assistant officers as may be deemed necessary. Said officers shall
be chosen by the Board of Directors, and shall hold office for one year, and
until their successors are elected and qualified.
Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.
The same person may hold more than one office, other than that of
President and Vice-President.
In case of the absence of any officer of the Corporation, for any
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
director, provided a majority of the whole Board of Directors concur therein.
(b) Vacancies. If the office of any Executive Officer shall become
vacant by reason of death, resignation or
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disqualification, or other cause, the remaining Directors by the affirmative
vote of a majority thereof, may elect a successor to hold office for the
unexpired term in respect to which such vacancy occurred or was created."
ARTICLE V. - DUTIES OF OFFICERS
(a) The President. The President shall preside at all meetings of
shareholders and directors, sign the records thereof, and together with the
Secretary sign all share certificates and all other written contracts and
obligations of the Company; he shall also countersign all checks with the
Treasurer; he shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board are
carried into effect; he shall be ex officio, a member of all standing committees
and shall perform all the duties incident to the office and such other and
further duties as may from time to time be required of him by the directors or
shareholders.
(b) Vice President. The Vice President shall perform all the duties of
the President in case of his absence or disability. In case the President and
Vice President are absent and unable to perform their duties as shareholders or
Directors, the shareholders or Directors, as the case may be, may appoint a
president pro tempore.
(c) Secretary. The Secretary shall keep minutes of all meetings of
shareholders, directors and committees in books provided for that purpose; he
shall attend to the giving and serving of all notices of the Company; he shall
be the transfer agent of the Company for the transfer of all share certificates;
he shall record all transfers of shares and cancel and preserve all share
certificates transferred and keep a record alphabetically arranged of all the
shareholders of the company, showing the number and classes of shares held by
each and the time when they became shareholders; he shall prepare such list as
of the date fixed for closing the books against transfers or the record date
fixed before any meeting of shareholders and be prepared to produce the same on
the request of any shareholders at any meeting of the shareholders; he shall
keep such books as may be required by law, shall have charge and custody of the
corporate seal and with the President shall issue and sign all share
certificates and perform such other and further duties as may from time to time
be required of him by the Directors or shareholders.
(d) Treasurer. The Treasurer shall have custody of all the funds and
securities of the Company which may come into his hands; when necessary or
proper, he shall endorse on behalf of the Company for collection checks, notes
and other obligations and shall deposit the same to the credit of the Company in
such
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bank or banks or depository as the Board of Directors may designate; he shall
sign all receipts and vouchers for payment made to the Company; he shall, with
the President, sign all checks made out by the Company and shall pay out and
dispose of the same under the direction of the Board of Directors; he shall
enter regularly in books of the Company to be kept by him for that purpose, full
and accurate account of all money paid and received by him on account of the
Company; he shall render to the Board of Directors at each regular meeting
thereof, or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of such Company and generally perform
all duties incident to such office and such other and further duties as may from
time to time be required of him by the Directors or shareholders.
ARTICLE VI. - AMENDMENTS
These Regulations may be adopted, amended or repealed by the vote of
the owners of a majority in amount of the common stock of this Company at any
meeting thereof.
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BY-LAWS
OF
WEST TEXAS MICROWAVE COMPANY
Article I.
Shareholders
Section 1 - Annual Meeting. The annual meeting of the shareholders
shall be held on the 3rd Tuesday of February of each year, at the hour of 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be on a legal holiday in the State of Texas, or on a Saturday or
Sunday, the meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated herein for any
annual meeting of the shareholders, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter
as conveniently may be.
Section 2 - Special Meetings. The Board of Directors may designate any
place as the place of meeting for any annual meeting or any special meetings of
the shareholders of the corporation called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at any
meeting may designate any place as the place for holding of such meeting. If no
designation is made, or if a special meeting of shareholders be otherwise
called, the place of meeting shall be the principal office of the corporation.
Section 3 - Notice of Meeting. Written or printed notice stating the
place, day and hours of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than forty-five (45)
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days before the date of the meeting in the case of the annual meeting, and not
less than ten (10) nor more than forty-five (45) days before the meeting in case
of a special meeting, either personally or by mail, by or at the direction of
the President, or the Secretary, or the officer of the person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States Mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Section 4 - Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholder entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, fifteen (15) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders not more than fifty (50) days and not less than ten (10) days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken.
Section 5 - Voting Lists.
(a) The officer or agent having charge of the stock transfer books of
the corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at a meeting,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days
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prior to such meeting, shall be kept on file at the registered office of the
corporation. It shall be subject to inspection by any shareholder at any time
during usual business hours. Such lists shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the stockholders entitled to
examine such list of transfer books or to vote at any meeting of stockholders.
(b) Failure to comply with these requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 6 - Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such next meeting after adjournment at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. In no event shall
a quorum consist of less than one-third of the shares entitled to vote and
represented at such meeting.
Section 7 - Proxies. At all meetings of the shareholders a shareholder
may vote by proxy, executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution,
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unless otherwise provided in the proxy, and in no event shall it remain
irrevocable for a period of more than eleven (11) months. In no event shall a
proxy be valid for a period longer than that allowed by law.
Section 8 - Holding of Shares. Each outstanding share of every class
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of any class of shares
are limited by the Articles of Incorporation.
Section 9 - Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
such officer, agent, or proxy as the by-laws of such corporation may prescribe,
or in the absence of such provision as the Board of Directors of such
corporation may determine, except as prohibited by law.
(b) Shares held by an administrator, executor, guardian or conservator
may be voted by him either in person or by proxy, without a transfer of such
shares into his name, except as prohibited by law. Shares standing in the name
of a trustee, may be voted by him either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name.
(c) Shares standing in the name of a receiver may be voted by such
receiver and shares held by or under the control of a receiver may be voted by
such receiver, without the transfer thereof into his name if the authority so to
do be contained in an appropriate order of the court by which such receiver was
appointed.
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(d) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
(d) Shares of its own stock belonging to the corporation or held by it
in a fiduciary capacity shall not be voted directly or indirectly, at any
meeting. Such shares shall not be counted in determining the total number of
outstanding shares at any given time.
Section 10 - Voting. Every shareholder entitled to vote shall have the
right to vote, in person or by proxy, the number of shares owned by him for or
against the question presented, and at each election for directors, to vote, in
person or by proxy, the number of shares owned by him for each of as many
persons as there are directors to be elected and for whose election he has a
right to vote, or to cumulate his votes in the manner set forth in Article 2.29
D of the Texas Business Corporation Act.
Section 11 - Informal Action by Shareholder. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if they consent
in writing, setting forth the action so taken. The consent shall be signed by
all of the shareholders entitled to vote on the subject matter of the consent.
Article II.
Board of Directors
Section 1 - General Powers. The Board of Directors shall have the
management of the business and affairs of the corporation and may exercise all
of the powers herein enumerated and all other powers incidental or appropriate
thereto, subject only to the
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restrictions imposed by law, by the Articles of Incorporation or by these
by-laws. Included among the powers of the Board of Directors, but not in
limitation thereof, are the following:
1) To make and change regulations not inconsistent with these
by-laws for the management of the business and affairs of the
corporation.
2) To purchase or otherwise acquire for the corporation any
property, rights, or privileges which the corporation is
authorized to acquire.
3) To pay for any property purchased by the corporation either
wholly or in part in money, stocks, debentures, bonds, or
other securities of the corporation.
4) To borrow money and to make and issue notes, bonds, and other
negotiable and transferable instruments, mortgages, deed of
trust and trust agreements, and to do every act and thing
necessary to effectuate the same.
5) To remove any officer for cause, or any officer other than the
President summarily without cause, and in their discretion,
from time to time, and to dissolve the powers and duties of
any officer upon any other person for the time being.
6) To appoint and remove or suspend such subordinate officers,
agents or factors as they may deem necessary and to determine
their duties, and fix, and from time to time change their
salaries or remuneration, and to require security as and when
they think fit.
7) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers, agents and
factors.
8) To determine who shall be authorized on the corporation's
behalf to make and sign bills, notes, acceptances,
endorsements, checks, releases, receipts, contracts and other
instruments.
Section 2 - Number, Tenure and Qualifications. The number of directors
may be fixed from time to time by resolution of the Board of Directors, but
shall be not less than five (5) and not more than seven (7). The number of
directors of the corporation shall be six (6). Each original director named in
the Articles of Incorporation shall hold office
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until the first annual meeting of the shareholders and until his successor shall
have been elected and qualified. The directors shall be elected at the annual
meeting of the shareholders, and each director shall be elected to serve until
his successor shall be elected and shall qualify.
Section 3 - Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law, immediately after
and at the same place as the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
Section 4 - Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by them.
Section 5 - Notice. Notice of any special meeting shall be given at
least five (5) days prior thereto by written notice delivered personally or
mailed to each director at his business address or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail,
so addressed with postage thereon prepaid. If the notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objection to the
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transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 6 - Quorum. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. Action taken by a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. If at any meeting of the Board of Directors there shall be less
than a quorum present,a majority of those present may adjourn the meeting from
time to time until a quorum is obtained, and no further notice thereof need be
given other than by announcement at said meeting which shall be so adjourned.
Section 7 - Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
The Board of Directors shall have the power to make interim
appointments of unfilled positions to the Board of Directors, which appointments
shall be ratified by the stockholders at the corporation's next annual meeting.
Any interim appointee shall have all the powers and duties of a regularly
elected member of the Board of Directors.
Section 8 - Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed per diem sum for attendance at
such meeting. No other payment shall be made to directors than provided herein,
except, however, that nothing herein
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shall be construed as preventing any director from serving the corporation in
any other capacity and receiving compensation therefor.
Section 9 - Presumption of Assent. A director of the corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting, or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE III
Officers
Section 1 - Number. The officers of the corporation shall be a
president, a secretary and such other officers or assistant officers as may be
deemed necessary by the Board of Directors. Any two or more offices may be held
by the same person except the offices of president and secretary.
Section 2 - Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
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have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been otherwise removed.
Section 3 - Removal and Vacancies. Any officers or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation would be served
thereby or otherwise in accordance with these by-laws. A vacancy in any office
because of death resignation, removal, disqualification or otherwise shall be
filed by the Board of Directors for the unexpired portion of the term.
Section 4 - President. The president shall preside at all meetings of
the stockholders, appoint and discharge employees and agents of the corporation
subject to the approval of the directors, fix the compensation of employees and
agents, make and sign contracts and agreements in the name of the corporation
and appoint committees. He shall see that the books, reports, statements and
certificates are properly kept, made and filed, if necessary; and he shall
generally do and perform all acts incident to the office of president or which
may be authorized or required by law, by these by-laws, or by the Board of
Directors, not inconsistent herewith.
Section 5 - Vice-President. The executive vice president and each
vice-president elected by the Board of Directors shall have such powers and
shall perform such duties as shall be assigned to him by the Board, not
inconsistent herewith.
Section 6 - Secretary. The secretary shall give or cause to be given
notice of all meetings of stockholders, and directors and all other notices
required by law or by these by-laws. And in case of his absence or refusal or
neglect so to do any such notice may be
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given at the direction of the president, of the directors, or of the
stockholders upon whose request the meeting is called. The secretary shall
record all the proceedings of the meetings of the corporation in a book to be
kept for that purpose and shall preform such other duties as may be assigned to
him by the Board or by the president. He shall have the custody of the seal of
the corporation, and shall affix the same to all instruments requiring it, when
authorized by the directors or by the president, and he shall attest to such
instrument. In addition, the secretary shall generally do and perform all acts
incident to the office of secretary or which may be authorized or required by
law, by these by-laws, or by the Board of Directors, not inconsistent herewith.
Section 7 - Treasurer. The treasurer shall have the custody of all
funds, securities, evidences of indebtedness and other valuable documents of the
corporation; he shall receive and give or cause to be given receipts and
acquittances for monies paid in on account of the corporation and shall pay out
of the funds on hand all just debts of the corporation of whatever nature upon
maturity of the same; he shall enter or cause to be entered in books of the
corporation to be kept for that purpose full and accurate accounts of all monies
received and paid out on account of the corporation, and whenever required by
the president or by the Board of Directors, he shall keep or cause to be kept
such other books as would show a true record of the expenses, losses, gains,
assets and liabilities of the corporation. He shall, unless otherwise directed
by the Board of Directors, have charge of the original books and stock ledgers
and act as transfer agent in respect of the stock and securities of the
corporation; and he shall perform all other duties incident to the office of
treasurer.
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Section 8 - Assistant Secretaries and Treasurers. The assistant
secretaries and assistant treasurers, when authorized by the Board of Directors,
shall perform such duties as shall be assigned to them by the secretary or
treasurer respectively or by the Board of Directors.
Section 9 - Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
Article IV
Certificates for Shares and Their Transfer
Section 1 - Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board of
Directors, not inconsistent with law. Such certificates shall be signed by the
president, executive vice-president or a vice-president and by the secretary or
an assistant secretary. The name and address of the person to whom the shares
represented thereby are issued, with the number of the shares and the date of
issue shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificates shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except in a case of
a lost, destroyed, or mutilated certificate, in which case a new certificate may
be issued therefor upon such terms and indemnity to the corporation as the Board
of Directors may prescribe and which may otherwise conform to law. When
certificates are signed by a Transfer Agent and Registrar, the signatures of the
officers required herein may be facsimiles.
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Section 2 - Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof, or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney authorized by a Power of
Attorney duly executed and filed with the secretary of the corporation or his
delegate. The person in whose name shares of stock stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
Article V
Fiscal Year
The fiscal year of the corporation shall be designated from time to
time by resolution of the Board of Directors.
Article VI
Dividends
The Board of Directors shall from time to time declare and the
corporation pay dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law, and by the Articles of Incorporation.
Article VII
Seal
The Board of Directors shall provide a corporate seal which shall be
circular in form, which shall contain a star in the middle and which shall have
inscribed thereon the name of the corporation.
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Article VIII
Waiver of Notice
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provision of these by-laws or under
provisions of any statute, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice, except where
such waiver shall be in contravention of law.
Article IX
Amendments
Section 1 - Amendment of By-Laws. The stockholders, by affirmative vote
of the holders of two-thirds (2/3) of the stock issued and outstanding, or the
directors, by the affirmative vote of two-thirds (2/3) of the directors, may at
any meeting, provided the substance of the proposed amendment shall have been
stated in the notice of the meeting (or the notice shall have been waived in
accordance with these by-laws), amend or alter any of these by-laws.
Article X
Protection of Directors and Officers
The corporation shall indemnify each former, present and future
director or officer of the corporation against, and each such director and
officer shall be entitled without further act on his part to indemnity from the
corporation for, all expenses (including the amount of judgments and the amount
of reasonable settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the corporation itself) reasonably
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incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his being or having been a
director or officer of the corporation or of any other corporation or company
which he serves as a director or officer at the request of the corporation,
whether or not he continues to be such director or officer at the time of
incurring such expenses; provided, however, that such indemnity shall not
include any expenses incurred by any such director or officer (a) in respect of
matters as to which he shall be finally adjudged in any such action, suit or
proceeding to be liable for wilful misconduct in the performance of his duty as
such director or officer, or (b) in respect of any matter in which any
settlement is effected in any amount in excess of the amount of expenses which
might reasonably have been incurred by such director or officer had such
litigation been conducted to a final conclusion; provided, further, that in no
event shall anything herein contained be so construed as to protect, or to
authorize the corporation to indemnify, such director or officer against any
liability to the corporation or to its security holders to which he would
otherwise be subject by reason of his wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office as such director or officer. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
director or officer and shall be in addition to all other rights to which such
director or officer may be entitled as a matter of law.
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WESTERN STATES MICROWAVE TRANSMISSION COMPANY
*****
B Y - L A W S
*****
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno, County of
Washoe, State of Nevada.
Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be held in the
City of Los Angeles, State of California. Special meetings of the stockholders
may be held at such time and place within or without the State of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1983, shall be held on the third Wednesday of June, if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 9:30 A. M., at
which they shall elect
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by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
president or a vice president, or the secretary, or an assistant secretary, or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
when, and the place, which may be within or without this state, where it is to
be held. A copy of such notice shall be either delivered personally to or shall
be mailed, postage prepaid, to each stockholder of record entitled to vote at
such meeting not less than ten nor more than sixty days before such meeting. If
mailed, it shall be directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such
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notice to any officer of a corporation or association, or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
or mailing of the notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except a otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the
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question is one upon which by express provision of the statutes or of the
articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 8. Every stockholder of record of the corporation shall be
entitled at such meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.
Section 10. Any action which may be taken by the vote of the
stockholders at a meeting, may be taken without a meeting
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if authorized by the written consent of stockholders holding at least a majority
of the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE III
DIRECTORS
Section 1. The number of directors may be fixed from time to time by
resolution of the Board of Directors, but shall be not less than five (5) and
not more than seven (7). The number of directors which shall constitute the
whole board shall be six (6). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
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Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. 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.
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Section 7. Special meetings of the board of directors may be called by
the president or secretary on the written request of two directors. Written
notice of special meetings of the board of directors shall be given to each
director at least one (1) day before the date of the meeting.
Section 8. A majority of the board of directors, 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 directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may
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be determined from time to time by resolution adopted by the board of directors.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any, of
attendance at each meeting for the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with
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the secretary, or by presence at such meeting and oral consent entered on the
minutes, or by taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed, and at such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was present
at such meeting, the proceedings of said meeting may be ratified and approved
and rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such meetings; and
such consent or approval of stockholders may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice
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president, a secretary and a treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint additional vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall
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see that all orders and resolutions of the board of directors are carried into
effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE PRESIDENT
Section 8. The vice president shall, in the absence or disability of
the president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to time
prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors, under
whose supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix
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the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever
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kind in his possession or under his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. When the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any stockholders upon request and without charge, a full or summary
statement of the designations, preferences and relative, participating, optional
or other special rights of the various classes of stock or series thereof and
the qualifications, limitations or restrictions of such rights, and, if the
corporation shall be authorized to issue only special stock, such certificate
shall set forth in full or summarize the rights of the holders of such stock.
Section 2. Whenever any certificate is counter-signed or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual
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signatures. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with
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respect to the certificate alleged to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding sixty
days prior to any meeting of the stockholders during which no transfer of stock
on the books of the corporation may be made, or may fix a day not more than
sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person
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registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sums or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
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CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.