Exhibit 3.42
BYLAWS
OF
WAUSAU CELLULAR LICENSE CORPORATION
INDEX
ARTICLE I -- OFFICES PAGE
----
Section 1 -- Registered Office 1
Section 2 -- Other Offices 1
ARTICLE II -- MEETINGS OF STOCKHOLDERS
Section 1 -- Place of Meeting 1
Section 2 -- Annual Meetings 1
Section 3 -- Notice of Annual Meeting 2
Section 4 -- Stockholder List 2
Section 5 -- Special Meetings 3
Section 6 -- Notice of Special Meetings 3
Section 7 -- Special Meeting - Business 3
Section 8 -- Quorum; Adjourned Meetings 3
Section 9 -- Required Vote 4
Section 10 -- Voting 4
Section 11 -- Action Without Meeting 5
ARTICLE III -- DIRECTORS
Section 1 -- General Authority 5
Section 2 -- Number and Election 5
Section 3 -- Vacancies and Newly Created
Directorships 6
Section 4 -- Meetings Generally 6
Section 5 -- First Meeting 6
Section 6 -- Regular Meetings 7
Section 7 -- Special Meetings; Notice 7
Section 8 -- Quorum; Required Vote; Adjourned
Meetings 8
Section 9 -- Action Without Meetings; Telephone
Meeting 8
Section 10 -- Committees 9
Section 11 -- Committee Minutes 10
Section 12 -- Compensation 10
Section 13 -- Resignation 10
Section 14 -- Removal 10
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ARTICLE IV -- NOTICES
Section 1 -- General 11
Section 2 -- Waiver of Notice 11
ARTICLE V -- OFFICERS
Section l -- Number 12
Section 2 -- Election 12
Section 3 -- Other Officers 12
Section 4 -- Salaries 13
Section 5 -- Term of Office; Removal 13
Section 6 -- Chairman 13
Section 7 -- President 13
Section 8 -- Vice President 14
Section 9 -- Secretary 14
Section 10 -- Assistant Secretary 15
Section 11 -- Treasurer 15
Section 12 -- Assistant Treasurer 16
Section 13 -- Execution of Documents 16
ARTICLE VI -- CERTIFICATE OF STOCK
Section 1 -- General 16
Section 2 -- Facsimile 17
Section 3 -- Lost Certificates 17
Section 4 -- Transfers of Stock 18
Section 5 -- Fixing Record Date 18
Section 6 -- Registered Stockholders 19
Section 7 -- Stockholder's Rights of Inspection 20
ARTICLE VII -- GENERAL PROVISIONS
Section 1 -- Dividends 21
Section 2 -- Voting Securities of Other
Corporations 21
Section 3 -- Contracts, Checks, Notes, Bank
Accounts, Etc 22
Section 4 -- Deposits 22
Section 5 -- Fiscal Year 22
Section 6 -- Seal 23
Section 7 -- Form of Records 23
ARTICLE VIII -- INDEMNIFICATION 23
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ARTICLE IX -- INTERESTED OFFICERS OR DIRECTORS 27
ARTICLE X -- AMENDMENTS 28
BYLAWS
OF
WAUSAU CELLULAR LICENSE CORPORATION
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of the
Corporation shall be at 1013 Centre Road, in the City of Wilmington, County
of New Castle, State of Delaware 19805. The registered agent of the
Corporation at such address is The Corporation Service Company.
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 of the
Corporation 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 or stated in the notice of the meeting or duly executed waivers
thereof.
Section 2. ANNUAL MEETINGS. The annual meeting of stockholders for
the election of directors and the transaction of other business specified in
the notice of meeting shall be
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held once each year on any day, and such day shall be designated by the board
of directors and stated in the notice of 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, either personally or by
mail, not less than ten nor more than sixty days before the date of the
meeting.
Section 4. STOCKHOLDER 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.
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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 Chairman and shall be
called by the President or Secretary at the request in writing signed by two
or more members of the board of directors or the holders of more than
one-quarter of the outstanding stock and stating 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 purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting, either personally or by mail, not less than
ten nor more than sixty days before the date of the meeting.
Section 7. SPECIAL MEETING-BUSINESS. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 8. QUORUM; ADJOURNED MEETINGS. 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
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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. If the adjournment is for more than thirty
days, or if after 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. REQUIRED VOTE. The vote of the holders of a majority of
the Corporation's issued and outstanding stock having voting power shall
decide any question brought before such meeting, unless the question is one
upon which by express provision of statute 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. VOTING. 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 or acted upon after three years from its date, unless the
proxy provides for a longer period.
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Section 11. ACTION WITHOUT MEETING. Any action required by law or
these bylaws 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 such
action at a meeting at which all shares entitled to vote thereon were present
and voted. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the date on which the
first written consent is expressed.
ARTICLE III
DIRECTORS
Section 1. GENERAL AUTHORITY. The business and affairs 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 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.
Section 2. NUMBER AND ELECTION. The number of directors which shall
constitute the first board shall be the
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number elected by the Incorporator. The number of directors which shall
constitute all subsequent boards shall be specified by resolution of the
board. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article III and except
that the first directors of the Corporation shall be elected by the
Incorporator and each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.
Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies, and
newly created directorships resulting from any increase in the authorized
number of directors, shall 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 no directors in office, then an election of directors
may be held in the manner provided by statute.
Section 4. MEETINGS GENERALLY. The board of directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 5. FIRST MEETING. The first meeting of each newly elected
board of directors shall be held immediately after the annual meeting of
stockholders and at the same place, and no notice of such meeting shall be
necessary to the
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newly elected directors in order to constitute the meeting legally, provided
a quorum shall be present. In the event such meeting is not held at that time
and place, 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. Regular meetings of the board of
directors or any committee thereof may be held without notice at such time
and at such place as shall from time to time be determined by the board or
committee, as the case may be.
Section 7. SPECIAL MEETINGS; NOTICE. Special meetings of the board
of directors or of any committee thereof shall be held whenever called by any
director or committee member, as the case may be. Notice of the meeting shall
be mailed to each director or committee member, addressed to him at his
residence or usual place of business, at least two (2) days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telegraph, cable or wireless, or be delivered personally or by telephone, not
less than one (1) hour before the meeting is to be held. The notice shall
state the date, time and place of the meeting but need not state the purpose
thereof, except as otherwise herein expressly provided. A written waiver of
notice signed by the director entitled to notice, whether before or after the
time
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stated therein, shall be equivalent to notice. Attendance of the director at
the meeting shall constitute a waiver of notice.
Section 8. QUORUM; REQUIRED VOTE; ADJOURNED MEETINGS. At all
meetings of the board or any committee thereof, three quarters (3/4) of the
directors or committee members shall constitute a quorum for the transaction
of business and the act of three quarters (3/4) of the directors or committee
members present at any meeting at which there is a quorum shall be the act of
the board of directors or committee, as the case may be, 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 or committee thereof, 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. ACTION WITHOUT MEETINGS; TELEPHONE MEETING. 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.
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Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors or any committee designated
by such board, may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by which
all persons participating in-the meeting can hear each other and
participation in a meeting pursuant to this Section shall constitute presence
in person at such meeting.
Section 10. COMMITTEES. 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 he or they 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. Such
committee or committees shall have such member or members as may be
determined from time to time by resolution adopted by the board of directors.
Any such committee, to the extent provided in the resolution of the board of
directors and to the extent permitted under applicable statutory provisions,
shall have and may exercise
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all the power 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.
Section 11. COMMITTEE MINUTES. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
Section 12. COMPENSATION. 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.
Section 13. RESIGNATION. Any director of the Corporation may resign
at any time by giving written notice to the President or to the Secretary of
the Corporation. The resignation of any director shall take effect at the
time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 14. REMOVAL. Any director or the entire board of directors
may be removed, at any time, with or without cause, by the holders of a
majority of the shares then
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entitled to vote at an election of directors, except as may be provided by
statute or the certificate of incorporation.
ARTICLE IV
NOTICES
Section 1. GENERAL. 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 be construed to mean
written notice by personal delivery or 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, telephone, or personal delivery.
Section 2. WAIVER OF NOTICE. 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 to notice. Attendance of a person
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder 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
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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.
ARTICLE V
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be chosen
by the board of directors and may be a Chairman, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and one or more Assistant
Secretaries or Assistant Treasurers. Any number of offices may be held by the
same person, except the offices of President and Secretary. The offices of
the Corporation for which officers may be elected shall be set forth, from
time to time, by resolution of the board of directors.
Section 2. ELECTION. The board of directors at its first meeting
after each annual meeting of stockholders shall elect an officer for each
position created by resolution of the board of directors.
Section 3. OTHER OFFICERS. 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.
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Section 4. SALARIES. The salaries of all officers and agents of
the Corporation shall be fixed by or in the manner prescribed by the board of
directors.
Section 5. TERM OF OFFICE; REMOVAL. The officers of the
Corporation shall hold office until their successors are chosen and qualify
or until their earlier resignation or removal. 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 or in the
manner prescribed by the board of directors.
Section 6. CHAIRMAN. The Chairman shall preside at all meetings of
the stockholders and board of directors. The Chairman shall also be
responsible for the overall supervision of the 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. PRESIDENT. The President shall be responsible for the
daily operation of the Corporation and shall perform such other duties as may
be prescribed by the board of directors. In the absence of the Chairman for
any reason, including the failure of the board of directors to elect a
Chairman, or in the event of the Chairman's inability or refusal to act, the
President shall have all the powers of and be subject to all the restrictions
upon the Chairman.
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Section 8. VICE PRESIDENT. The Vice President, or if there be more
than one, the Vice Presidents 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 President for any reason, including
the failure of the board of directors to elect a President or in the event of
the President's inability or refusal to act, perform the duties of the
President and, when so acting, have all the powers of and be subject to all
the restrictions upon the President. The Vice Presidents shall perform such
other duties and have such other powers as the board of directors or
President may from time to time prescribe.
Section 9. SECRETARY. The Secretary shall attend all meetings of the
stockholders and all meetings of the board of directors and record all the
proceedings of the meetings of the stockholders 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. The Secretary 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, the Chairman, or the President. The Secretary
shall have custody of the corporate seal of the Corporation and shall have
authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature. The board of directors may give
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general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.
Section 10. 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 for any
reason, including the failure of the board of directors to elect a 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 perform such other duties
and have such other powers as the board of directors, the Chairman, or the
President may from time to time prescribe. Any Assistant Secretary shall have
authority to affix the corporate seal and attest by his signature to the same
extent as the Secretary.
Section 11. TREASURER. 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 monies and other valuable effects in the name and to the credit
of the Corporation as ordered by the board of directors, the Chairman, or the
President. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the board of directors or the President, taking proper vouchers
for such disbursements, and shall render to the President and the board of
directors, at its regular meetings,
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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. ASSISTANT TREASURER. The Assistant Treasurer, or if
there 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 for any
reason, including the failure of the board of directors to elect a 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 perform such other duties
and have such other powers as the board of directors, the Chairman, or the
President may from time to time prescribe.
Section 13. EXECUTION OF DOCUMENTS. All deeds, mortgages, bonds,
contracts, and other instruments may be executed on behalf of the Corporation
by the Chairman, President or any Vice President (unless such power is
restricted by board resolution) or by any other person or persons designated
from time to time by the board of directors.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. GENERAL. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed
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by, or signed in the name of the Corporation by, the Chairman, the President
or a Vice President and either 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.
Section 2. FACSIMILE. 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 a 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.
Section 3. LOST CERTIFICATES. 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 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
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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. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares in
compliance with the requirements of Section 8-401 of Title 6 of the Delaware
Code Annotated, as amended, 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.
Section 5. FIXING RECORD DATE. 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 a stockholders meeting, nor more than sixty
days prior to the date of the payment of such dividends, the distribution of
such rights, the exercise
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of such rights or the taking of any other lawful action. If no record date is
fixed, the record date for determining stockholders (a) 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; PROVIDED, HOWEVER, that Section 11 of Article II hereof
shall control with respect to fixing the record date for purposes of
determining stockholders entitled to express consent to corporate action in
writing without a meeting where no prior action by the board of directors is
necessary, and (b) for any other purpose shall be the close of business on
the day on which the board of directors adopts the resolution relating
thereto. 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. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to treat the record holder of any shares of the Corporation as the
owner thereof for all purposes, including all rights deriving from such
shares, and shall not be bound to recognize any equitable or other claim to,
or interest in, such shares or rights deriving from such shares, on the part
of any other person, including, but without limiting the generality thereof,
a purchaser, assignee
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or transferee of such shares or rights deriving from such shares, unless and
until such purchaser, assignee, transferee or other person becomes the record
holder of such shares, whether or not the Corporation shall have either
actual or constructive notice of the interest of such purchaser, assignee,
transferee or other person. Any such purchaser, assignee, transferee or other
person shall not be entitled to receive notice of the meetings of
stockholders, to vote at such meetings, to examine a complete list of the
stockholders entitled to vote at meetings, or to own, enjoy, and exercise any
other property or rights deriving from such shares against the Corporation,
until such purchaser, assignee, transferee or other person has become the
record holder of such shares.
Section 7. STOCKHOLDER'S RIGHTS OF INSPECTION. Any stockholder, in
person or by attorney or other agent, shall upon written demand under oath
stating the purpose thereof, have the right during the usual hours for
business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every instance where
an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney
or such other writing which authorizes the attorney or other agent to so act
on behalf of the stockholder. The
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demand under oath shall be directed to the Corporation at its registered
office in the State of Delaware or at its principal place of business. As
used in this Section, "stockholder" means a stockholder of record.
ARTICLE VII
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the certificate of incorporation,
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. VOTING SECURITIES OF OTHER CORPORATIONS. The Chairman
shall have the authority to vote on behalf of the Corporation the securities
of any other corporation, which are
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owned or held by the Corporation and may attend meetings of stockholders or
execute and deliver proxies for such purpose.
Section 3. CONTRACTS, CHECKS, NOTES, BANK ACCOUNTS, ETC. All
contracts and agreements authorized by the board of directors, and all
checks, drafts, notes, bonds, bills of exchange and orders for the payment of
money shall be signed by at least one officer of the Corporation or by such
other number of officer or officers or employee or employees as the board of
directors may from time to time designate.
Section 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the board of directors, the President, or the
Treasurer shall direct in such banks, trust companies or other depositories
as the board of directors may select, or as may be selected by any officer or
officers or agent or agents of the Corporation to whom power in that respect
shall have been delegated by the board of directors. For the purpose of
deposit and collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer of the
Corporation.
Section 5. FISCAL YEAR. The fiscal year of the Corporation shall
be the calendar year unless otherwise determined by the board of directors.
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Section 6. SEAL. The corporate seal, if any, shall have inscribed
thereon the name of the Corporation, the year of its organization, the words
"Corporate Seal, Delaware," and such words and figures as the board of
directors may approve and adopt. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 7. FORM OF RECORDS. Any records maintained by the
Corporation in the regular course of its business, including its stock
ledger, books of account, and minute books, may be kept on, or be in the form
of, punch cards, magnetic tape, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be
converted into clearly legible written form within a reasonable time. The
Corporation shall so convert any records so kept upon the request of any
person entitled to inspect the same.
ARTICLE VIII
INDEMNIFICATION
Every person who is or was a director, officer, employee or agent of
the Corporation or of any other corporation, partnership, joint venture,
trust or other enterprise which such person served at the request of the
Corporation or any other person connected with the business of the
Corporation who the board of directors may designate shall be indemnified by
the Corporation against all liability and reasonable expenses incurred by
such person in connection with or resulting from any action, suit or
proceeding in which such
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person may become involved as a party or otherwise by reason of such person's
being or having been a director, officer, employee or agent of the
Corporation or such other corporation, partnership, joint venture, trust or
other enterprise, or by reason of such person s connection with the business
of the Corporation, provided (a) that said action, suit or proceeding shall
be prosecuted to a final determination and such person shall defend
successfully on the merits or otherwise, or (b) in the absence of such a
final determination in such person's favor, that the board of directors shall
determine that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, that such person had
no reasonable cause to believe his conduct was unlawful; said determinations
to be made (i) by the board of directors by a majority vote of a quorum
consisting of directors not parties to such action, suit or proceeding, or
(ii) if such quorum is not obtainable, or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (iii) by the stockholders.
For the purposes of this Section: (a) "reasonable expenses" shall
include, but not be limited to, reasonable counsel fees and disbursements;
(b) "liability" shall include amounts of any judgment, fine or penalty, and
reasonable amounts paid in settlement; (c) "action, suit or proceeding"
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(unless otherwise limited) shall include every claim, action, suit or
proceeding, whether civil or criminal, derivative or otherwise,
administrative or investigative, and any appeal relating thereto, and shall
include any reasonable apprehension or threat of such an action, suit or
proceeding; and (d) the termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the conduct
of the person seeking indemnification did not meet the standard of conduct
set forth in proviso (b) of the preceding paragraph.
In the case of any action, suit or proceeding by or in the right of
the Corporation: (a) no indemnification shall be made with respect to any
claim, issue or matter as to which the person seeking indemnification shall
have been adjudged to be liable to the Corporation unless, and only to the
extent that, the Delaware Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for reasonable
expenses as the Court of Chancery or such other court shall deem proper; and
(b) indemnification shall extend only to reasonable expenses and specifically
shall not extend to any liability.
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If a person meets the requirements of this bylaw with respect to
some matters in a claim, suit or proceeding, but not with respect to others,
he may be entitled to indemnification as to the former. Advances against
reasonable expenses may be made by the Corporation on terms fixed by the
board of directors subject to an obligation to repay if indemnification
proves unwarranted. The indemnification provided by this bylaw shall not be
deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
This bylaw shall not be construed to authorize indemnification in
any case or for any liability or reasonable expense where such
indemnification would not be lawful. This bylaw shall be applicable to
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation or of any other
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corporation, partnership, joint venture, trust or other enterprise which he
served at the request of the Corporation, or on behalf of any person
connected with the business of the Corporation, against all liability and
reasonable expenses incurred by him in any such capacity, or arising out of
his status as such, whether or not such person may have a right to be
indemnified by the Corporation against such liability and reasonable expense
under this bylaw.
ARTICLE IX
INTERESTED OFFICERS OR DIRECTORS
No contract or transaction between this Corporation and one or more
of its directors or officers, or between this Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the
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disinterested directors, even though the disinterested directors be less than
a quorum; or
(b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorized the contract or transaction.
ARTICLE X
AMENDMENTS
These bylaws may be altered or repealed, subject to any provisions
which might pertain in the Certificate of Incorporation, by majority vote of
the stock outstanding at the annual meeting or at any special meeting of
stockholders (or pursuant to the terms of Section 11 of Article II hereof) or
by resolution adopted by a majority vote of the board at any regular or
special meeting of the board.