EXHIBIT 3.2
UNITED STATES CELLULAR CORPORATION
AMENDED AND RESTATED BYLAWS (DECEMBER 17, 1999)
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be
in the City of Dover, County of Kent, State of Delaware.
SECTION 2. OTHER OFFICES. 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. PLACE OF MEETING. 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. TIME OF ANNUAL MEETING AND VOTE REQUIRED TO ELECT
DIRECTORS. Annual meetings of stockholders shall be held on the first Friday in
May if not a legal holiday, and if a legal holiday, then on the next secular day
following, at 10:00 A.M., 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 directors to succeed
those whose terms expire, and transact such other business as may properly be
brought before the meeting.
SECTION 3. NOTICE OF ANNUAL MEETING. 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 nor more
than sixty days before the date of the meeting.
SECTION 4. VOTING LIST. 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 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. 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 holders of a
majority of the votes of the stock issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
SECTION 6. NOTICE OF SPECIAL MEETINGS. Written notice of a
special meeting, stating the place, date and hour of the meeting and the
purposes or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.
SECTION 7. BUSINESS TO BE TRANSACTED AT SPECIAL MEETINGS.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
SECTION 8. QUORUM AND ADJOURNMENTS. The holders of a majority of
the votes 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, and except where a
separate vote by a class or classes is required, in which case the holders of a
majority of the votes of the stock of such class or classes, present in person
or represented by a proxy, shall constitute a quorum entitled to take action
with respect to that vote on that matter. 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 days, or if
after the adjournment a
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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. VOTE REQUIRED. When a quorum is present at any
meeting, the vote of the holders of a majority of the votes 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 statute, of the certificate of incorporation, or the bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision or such question.
SECTION 10. VOTING. Each stockholder shall at every meeting of
stockholders be entitled to vote in person or by proxy the shares of capital
stock having voting power held by such stockholder, but no proxy shall be voted
after three years from its date, unless the proxy provides for a longer period.
SECTION 11. INFORMAL ACTION. 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 or 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 corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
SECTION 12. INTRODUCTION OF BUSINESS AT A MEETING OF STOCKHOLDERS.
At an annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders, business
must be (1) in the case of a special meeting, specified in the notice of the
special meeting (or any supplement thereto) given by or at the direction of the
board of directors, or (2) in the case of an annual meeting, properly brought
before the meeting by or at the direction of the board of directors, or
otherwise properly brought before an annual meeting by a stockholder. For
business to be properly brought before an annual meeting of stockholders by a
stockholder, the stockholder must have given timely notice thereof in writing to
the President or Secretary of the corporation. To be timely, a stockholder's
notice must be received at the principal executive offices of the corporation
not earlier than 120 calendar days nor later than 90 calendar days in advance of
the anniversary date of the date of the corporation's proxy statement to
stockholders in connection with the most recent preceding annual meeting of
stockholders, except that if the date of the current year's annual meeting has
been changed by more than 30 calendar days from the anniversary date of the most
recent preceding annual meeting, a stockholder proposal
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shall be received by the corporation not later than the close of business on the
tenth day following the date of public notice of the date of the current year's
annual meeting.
A stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before an annual meeting of stockholders (1) a
brief description of the business desired to be brought before the annual
meeting and the reason for conducting such business at the annual meeting, (2)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (3) the class and number of shares
of the corporation which are beneficially owned by such stockholder on the date
of such stockholder's notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice and (4) any material interest of the stockholder in such proposal.
Notwithstanding anything in the bylaws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedure set forth in this Section 12. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the procedures
described by the bylaws, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be considered.
SECTION 13. NOMINATION OF DIRECTORS. Only persons nominated in
accordance with the procedures set forth in this section shall be eligible for
election as directors. Nominations of persons for election to the board may be
made at a meeting of stockholders (1) by or at the direction of the board of
directors, or (2) by any stockholder of the corporation entitled to vote for the
election of directors at such meeting who complies with the notice procedures
set forth in this Section 13. Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the President or Secretary of the corporation. To be timely, a
stockholder's notice must be received at the principal executive offices of the
corporation not earlier than 120 calendar days nor later than 90 calendar days
in advance of the anniversary date of the date of the corporation's proxy
statement to stockholders in connection with the preceding year's annual meeting
of stockholders, except that if the date of the current year's annual meeting
has been changed by more than 30 calendar days from the anniversary date of the
most recent preceding annual meeting, a nomination shall be received by the
corporation not later than the close of business on the tenth day following the
date of public notice of the date of the current year's annual meeting.
A stockholder's notice shall set forth (1) as to each person whom the
stockholder proposes to nominate for election or reelection as a director (a)
the name, age, business address and residence address of such person, (b) the
principal occupation or employment of such person, (c) the class and number of
shares of the corporation which are beneficially owned by such person on the
date of such stockholder's notice and (d) any other information relating to such
person that is
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required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including without limitation such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (2) as to the stockholder giving the
notice (a) the name and address, as they appear on the corporation's books, of
such stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (b) the class and number of shares of the
corporation which are beneficially owned by such stockholder on the date of such
stockholder's notice and by any other stockholders known by such stockholder to
be supporting such nominees on the date of such stockholder's notice.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.
This Section 13 shall not apply to the election of a director to a
directorship which may be filled by the board of directors under the Delaware
General Corporation Law.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The number of
directors which shall constitute the whole board shall not be less than three
nor more than eleven. Upon the adoption of this bylaw, the board shall consist
of eight directors. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be divided into three
classes: Class I, Class II and Class III. Such classes shall be as nearly equal
in number as possible. The term of office of the initial Class I directors shall
expire at the annual meeting of stockholders in 1988; the term of office of the
initial Class II directors shall expire at the annual meeting of stockholders in
1989; and the term of office of the initial Class III directors shall expire at
the annual meeting of stockholders in 1990, or thereafter when their respective
successors in each case are elected and qualified. At each annual election held
after the adoption of this bylaw the directors chosen to succeed those whose
terms then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in each
case are elected and qualified. Any director elected to a particular class by
the stockholders or directors shall be eligible, upon resignation, to be elected
to a different class.
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SECTION 2. GENERAL POWERS. 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 certificate of incorporation or by the bylaws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 3. PLACE OF MEETINGS. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
SECTION 4. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this bylaw, immediately after,
and at the same place as, the annual meeting of stockholders. The board of
directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the president on two 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.
SECTION 6. QUORUM. At all meetings of the board of directors, a
majority of directors then in office 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 7. INFORMAL ACTION. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required 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 8. RESIGNATIONS. Any director of the corporation may resign
at any time by giving written notice to the board of directors, the president,
or the secretary of the corporation. Such resignation shall take effect at the
time specified therein; and, unless tendered to take effect upon acceptance
thereof, the acceptance of such resignation shall not be necessary to make it
effective.
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SECTION 9. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively 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 the 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.
COMMITTEE OF DIRECTORS
SECTION 10. APPOINTMENT AND POWERS. 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 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 the member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the 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, or amending the bylaws of the corporation; and, unless the
resolution 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 11. MINUTES. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
SECTION 12. COMPENSATION. 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 payments shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of
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special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
SECTION 1. NOTICE. Whenever, under the provisions of statute 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, by mail, addressed to such
director or stockholder, at the stockholder's 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, telex or similar
device.
SECTION 2. WAIVER. Whenever any notice is required to be given
under the provisions of statute 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. NUMBER AND QUALIFICATIONS. The officers of the
corporation shall be a chairman, a president, one or more vice presidents, a
general counsel, a secretary, a treasurer, and a controller, and such assistant
secretaries, assistant treasurers or other officers or agents as may be elected
or appointed by the board of directors. Any number of offices may be held by the
same person, unless the certificate of incorporation or these bylaws otherwise
provide.
SECTION 2. ELECTION. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a chairman, president,
one or more vice presidents, a general counsel, a secretary, a treasurer and one
or more assistant secretary(ies) and assistant treasurer(s).
SECTION 3. OTHER OFFICERS AND AGENTS. 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. SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
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SECTION 5. TERM OF OFFICE. 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
SECTION 6. CHAIRMAN. The chairman shall preside at all meetings of
the shareholders and of the board of directors and shall see that orders and
resolutions of the board of directors are carried into effect. He may sign
bonds, mortgages, certificates for shares and all other contracts and documents
whether or not under the seal of the corporation except in cases where the
signing and execution thereof shall be expressly delegated by law, by the board
of directors or by these bylaws to some other officer or agent of the
corporation. In the absence of the president (including a vacancy in such
office) or in the event of his inability or refusal to act, which inability
shall be determined by the chairman, the chairman shall perform the duties of
the principal executive officer and, when so acting, shall have all the powers
of the President.
THE PRESIDENT
SECTION 7. THE PRESIDENT. The president shall be the principal
executive officer of the corporation and shall in general supervise and control
all of the business and affairs of the corporation, subject to the general
powers of the board of directors. In the absence of the chairman, he shall
preside at all meetings of the shareholders and of the board of directors. He
may sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under seal of the corporation except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors or by these bylaws to some other office or agent of the corporation.
In general, he shall perform all duties incident to the office of president and
such other duties as may by prescribed by the board of directors from time to
time. He shall have general powers of supervision and shall be the final arbiter
of all differences between officers of the corporation and his decision as to
any matter affecting the corporation shall be final and binding as between the
officers of the corporation subject only to the chairman and the board of
directors.
THE VICE-PRESIDENT
SECTION 8. THE VICE-PRESIDENT. In the absence of the chairman or
the president or in the event of the chairman's or the president's inability or
refusal to act, the vice-president (or in the event there be more than one
vice-president, the vice-presidents in the order designated, or in the absence
of any designation then in the order of their election) shall 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 vice-president shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
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THE GENERAL COUNSEL
SECTION 9 THE GENERAL COUNSEL. The general counsel shall be the
principal legal officer of the Corporation and shall be responsible for and have
charge of all legal matters affecting the Corporation, its subsidiaries, and
those affiliated entities which it controls. The general counsel shall perform
or supervise the performance of all duties incident to such legal matters,
together with such other duties as from time to time may be assigned to him by
the chairman, the president or the board of directors. The duties and powers of
the general counsel shall extend to all subsidiaries of the corporation and,
insofar as the chairman or president may deem appropriate and practicable, to
all affiliated entities.
THE SECRETARY AND ASSISTANT SECRETARY
SECTION 10. THE SECRETARY. 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 the secretary shall be. The
secretary shall have custody of the corporate seal of the corporation and the
secretary, 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 the
secretary's 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 the secretary's signature.
SECTION 11. THE ASSISTANT SECRETARY. 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 the
secretary's 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 12. THE TREASURER. The treasurer shall have 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.
The treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and
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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
transactions as treasurer and of the financial condition of the corporation.
If required by the board of directors, the treasurer 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 the office and for the restoration to
the corporation, in case of the treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the treasurer's possession or under the treasurer's control
belonging to the corporation.
SECTION 13. THE ASSISTANT TREASURER. The assistant treasurer or, if
there shall be more than one, the assistant treasurers in the order determined
by the board of directors (of 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 the treasurer's 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.
THE CONTROLLER
SECTION 14 THE CONTROLLER. The controller shall be the chief
accounting officer of the Corporation. The duties of the controller shall be to
maintain adequate records of all assets, liabilities and transactions of the
Corporation; to see that adequate audits are currently and regularly performed;
and, in conjunction with other officers and department heads, to initiate and
enforce measures and procedures whereby the business of the Corporation shall be
conducted with the maximum safety, efficiency and economy. The controller shall
establish and administer an adequate plan for the control of operations,
including systems and procedures required to properly maintain internal controls
on all financial transactions of the Corporation. The controller shall perform
all duties as from time to time may be assigned to him or her by the chief
financial officer or the Board of Directors. The duties and powers of the
controller shall extend to all subsidiaries of the Corporation and, insofar as
the chief financial officer may deem appropriate and practicable, to all
affiliated entities.
ARTICLE VI
CERTIFICATES OF STOCK
SECTION 1. FORM OF CERTIFICATES. 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, 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 the stockholder in
the corporation. If the
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corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, references and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the corporation shall issue to represent such class or
series of stock, provided that, except as otherwise provided in ss.202 of Title
8 of the Delaware Code, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the corporation shall issue
to represent such class or series of stock, a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is
countersigned (1) by a transfer agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee, any
other signature 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 such person were an officer, transfer
agent or registrar at the date of issue.
SECTION 3. LOST CERTIFICATES. The board of directors may direct
that a new certificate or certificates 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 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, stolen or destroyed certificate or
certificates, 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 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, stolen or destroyed.
SECTION 4. TRANSFER OF STOCK. 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, within a reasonable period of
time, to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
SECTION 5. REGISTERED STOCKHOLDERS. 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
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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
SECTION 1. DIVIDENDS. 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.
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.
SECTION 2. CHECKS. 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.
SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SECTION 4. SEAL. The corporate seal shall have inscribed thereon
the name of the corporation and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the board of directors at any regular meeting
of the board of directors or of the stockholders or at any special meeting of
the board of directors or of the stockholders, if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting of the stockholders.
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