Exhibit 3.2
BY-LAWS
OF
COVISTA COMUNICATIONS, INC.
AS AMENDED
ARTICLE I
OFFICES
Sec. 1. PLACE. The principal office of the corporation shall be at 150
Clove Road, Little Falls, New Jersey 07424.
Sec. 2. OTHER PLACES. The corporation may have other offices at such
other places as may from time to time be determined by the Board of Directors.
Sec. 3. SIGN. The name of the corporation shall be conspicuously
displayed at the entrance of such offices at all times.
ARTICLE II
STOCKHOLDERS' MEETINGS
Sec. 1. ANNUAL MEETING. The annual meeting of stockholders shall be
held at the principal office of the corporation on the 10th day of June of each
year at 10 o'clock in the morning, or at such other location, date and time as
the Board of Directors may determine at its discretion. If June 10th or the date
designated by the Board of Directors falls upon a Sunday or a legal holiday,
then the meeting shall be held upon the first business day thereafter. The
Secretary shall serve personally, or by mail, a written notice thereof,
addressed to each stockholder at his address as it appears on the stock book;
not less than 10, and not more than 20, days before such meeting, except that at
any meeting at which all stockholders shall be present, or of which all
stockholders not present have waived notice in writing, the advance notice
requirement shall not be required for such meeting.
Sec. 2. QUORUM. The presence, in person or by proxy, in writing, of the
holders of 51% of the outstanding stock entitled to vote shall be necessary to
constitute a quorum for the transaction of business, but a lesser number may
adjourn to some future time not less than 10 nor more than 20 days later, and
the Secretary shall thereupon give at least 5 days notice by mail to each
stockholder entitled to vote who was absent from such meeting.
Sec. 3. NOTICE OF STOCKHOLDER PROPOSALS AND NOMINATIONS. The nomination
of Directors or other business at an annual meeting of the stockholders
requires, respectively, compliance with the following:
(a) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the stockholders 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 who is entitled to vote at the meeting,
who complied with the notice procedures set forth in clauses (b) and
(c) of this By-Law and who was a stockholder of record at the time such
notice is delivered to the Secretary of the corporation.
(b) For Director nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(2) of paragraph (a) of this By-Law, the
stockholder must have given timely notice thereof in writing to the
Secretary of the corporation. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices
of the corporation not less than sixty days nor more than ninety days
prior to the first anniversary of the preceding year's annual meeting;
PROVIDED, HOWEVER, that in the event that the date of the annual
meeting is advanced by more than thirty days or delayed by more than
sixty days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the ninetieth day prior to
such annual meeting and not later than the close of business on the
later of the sixtieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (1) as
to each person whom the stockholder proposes to nominate for election
or reelection as a Director all information relating to such person
that is 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
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director
if elected); (2) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business
of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (3) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (A) the name and address of such stockholder, as they
appear on the corporation's books, and of such beneficial owner and (B)
the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner.
(c) Notwithstanding anything in the second sentence of
paragraph (b) of this By-Law to the contrary, in the event that the
number of Directors to be elected to the Board of Directors of the
corporation is increased and there is no public announcement naming all
of the nominees for Director or specifying the size of the increased
Board of Directors made by the corporation at least seventy days prior
to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close
of business on the tenth day following the day on which such public
announcement is first made by the corporation.
Sec. 4 SPECIAL MEETINGS. Special meetings of stockholders other than
directed by statute may be called at any time by a majority of the Directors.
Notice of such meeting stating the time, place and purpose for which it is
called shall be served personally or by mail, to each stockholder entitled to
vote at a meeting not less than 10 days before the date set for such meeting. If
mailed, it shall be directed to a stockholder at his address as it appears on
the stock book; but at any meeting at which all stockholders present do not
object before the conclusion of the meeting to the lack of notice and those
stockholders not present at the meeting have waived the notice requirement in
writing, the giving of notice as above described shall not be required for such
meeting. No business other than that specified in the call for the meeting,
shall be transacted at any meeting of the stockholders.
Sec. 5 VOTING. At all meetings of the stockholders, each stockholder
entitled to vote, and present at the meeting in person or by proxy, shall be
entitled to one vote for each full share of capital stock of the corporation
entitled to vote and standing registered in his name at the time of such voting;
and the vote of the holders of a majority of the stock present, in person or by
proxy, and entitled to vote at any such meeting of the stockholders shall
control on any question brought before such meeting. No
2
share of stock shall be voted which has been transferred on the books of the
corporation within twenty days, exclusive of the day of the meeting, next
preceding an election.
Sec. 6 PROXIES. Any stockholder of record entitled to vote may be
represented at any meeting of the stockholders by a duly appointed proxy. All
proxies shall be written and properly signed, and shall be filed with the
Secretary of the meeting before being voted.
Sec. 7 ORDER OF BUSINESS. The order of business at all meetings of the
stockholders, shall be as follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
Sec. 8. RECORD DATE FOR STOCKHOLDER CONSENT TO CORPORATE ACTION. In
order that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors shall 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 business days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record or other person seeking to take corporate action by
written consent or to have the stockholders authorize action to be taken by
written consent, shall, by written notice to the Secretary of the corporation,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten business days after the date upon
which such a request is received, adopt a resolution fixing a record date. If a
request for the fixing of a record date is not made and received by the
Secretary prior to the delivery of a written consent to the corporation, the
Board of Directors shall promptly, but in all events within ten business days
after the date on which such a consent is delivered to the corporation, adopt a
resolution fixing a record date. If no record date has been fixed by the Board
of Directors within ten business days of the date on which such a request is
received or within ten business days of the date on-which such consent is
delivered, whichever is earlier, 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 applicable law, shall be
the first date on which such a signed written consent setting forth the action
taken or proposed to be taken is delivered to the corporation in accordance with
applicable law. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by applicable 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 date on which
the Board of Directors adopts the resolution taking such prior action.
ARTICLE III
DIRECTORS
Sec. 1. NUMBER. The affairs and business of this corporation shall be
managed by a Board of Directors composed of not less than 3 nor more than 9
members, who shall be stockholders of record.
3
Sec. 2. HOW ELECTED. At the annual meeting of stockholders, not less
than 3 nor more than 9 persons receiving a majority of the votes cast shall be
Directors and shall constitute the Board of Directors for the ensuing year.
Sec. 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one year, and thereafter until his successor has been elected and
qualified.
Sec. 4. DUTIES OF DIRECTORS. The Board of Directors shall have the
control and general management of the affairs and business of the corporation.
Such Directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper, not
inconsistent with these By-Laws and the laws of the State of New Jersey.
Sec. 5. DIRECTORS' MEETINGS. Regular meetings of the Board of Directors
shall be held at the principal office of the corporation, and at such times and
other places as the Board of Directors may determine. Special meetings of the
Board of Directors may be called by the President at any time, and shall be
called by the President or the Secretary upon the written request of at least 2
Directors.
Sec. 6. NOTICE OF MEETINGS. Notice of meetings, of the Board of
Directors shall be given by service upon each Director in person, or by mailing
to him at his last known post-office address, at least 5 days before the date
therein designated for such meeting, including that day of mailing, of a written
or printed notice thereof specifying the time and place of such meeting. At any
meeting at which every member of the Board of Directors shall be present,
although held without notice and each of the Directors having waived such
notice, any business may be transacted which might have been transacted if the
meeting had been duly called.
Sec. 7. QUORUM. At Any meeting of the Board of Directors, at least
three members of the Board shall constitute a quorum for the transaction of
business but in the event of a quorum not being present, a lesser number may
adjourn the meeting to some future time, not more than 5 Days later.
Sec. 8. VOTING. At all meetings of the Board of Directors, each
Director is to have one vote, irrespective of the number of shares of stock that
he may hold, and all questions shall be decided by a majority vote.
Sec. 9. VACANCIES. Vacancies in the Board occurring between annual
meetings shall be filled for the unexpired portion of the term by a majority of
the remaining Directors.
ARTICLE IV
OFFICERS
Sec. 1. NUMBER AND QUALIFICATION. At the first meeting after their
election the Board of Directors shall elect the officers of the corporation. It
shall be necessary that the person chosen as President shall be a member of the
Board of Directors; in addition they shall elect:
Vice-president
Treasurer
Secretary
Any two offices may be held by the same person. The compensation of the
officers shall be fixed by the Board of Directors.
4
Sec. 2. ELECTION. All officers of the corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
meeting of stockholders, and shall hold office for the term of one year or until
their successors are duly elected and qualified.
Sec. 3. DUTIES OF OFFICERS. The duties and powers of the officers of
the corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the Board of Directors
and stockholders.
He shall present at each annual meeting of the stockholders and
Directors a report of the condition of the business of the corporation.
He shall cause to be called regular and special meetings of the
stockholders and Directors in accordance with these By-Laws.
He shall have general control of the business of the corporation,
subject to the direction of the Board of Directors.
He shall appoint and remove, employ and discharge and fix the
compensation of all servants, agents, employees and clerks of the corporation
other than the duly appointed officers, subject to the approval of the Board of
Directors.
He shall sign and make all contracts and agreements in the name of the
corporation.
He shall see that the books, reports, statements and certificates
required by the statutes are properly kept, made and filed according to law.
He may sign all certificates of stock, notes, drafts or bills of
exchange, warrants or other orders for the payment of money duly drawn by the
Treasurer.
He shall enforce these By-Laws and perform all the duties incident to
the position and office, and which are required by law.
VICE-PRESIDENT
During the absence and/or inability of the President to render and
perform his duties or exercise his powers, as set forth in these By-Laws or in
the acts under which this corporation is organized, the same shall be performed
and exercised by the Vice President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the Stockholders in appropriate books.
He shall give and serve all notices of the corporation.
He shall be custodian of the records and of the seal, and affix the
latter when required.
5
He shall keep the stock and transfer books in the manner prescribed by
law, so as to show at all times the amount of capital stock, the manner and the
time the same was paid in, the names of the owners thereof, alphabetically
arranged, their respective places of residence, their post-office address, the
number of shares owned by each, the time at which each person became such owner,
and the amount paid thereon; and keep such stock and transfer books open daily
during business hours at the office of the corporation, subject to the
inspection of any Stockholder of the corporation, and permit such Stockholder to
make extracts from said books to the extent and as prescribed by law.
He may sign all certificates of stock.
He shall present to the Board of Directors at their stated meetings all
communications addressed to him officially by the President or any officer or
shareholder of the corporation.
He shall attend to all correspondence and perform all the duties
incident to the office of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the corporation, and deposit all such funds in
the name of the corporation in such bank or banks as the Board of Directors may
designate.
He may sign, make and endorse in the name of the corporation, all
checks, drafts, warrants and orders for the payment of money, and pay out and
dispose of same and receipt therefor, under the direction of the President or
the Board of Directors.
He shall exhibit at all reasonable times his books and accounts to any
Director of the corporation upon application at the office of the corporation
during business hours.
He may sign all certificates of stock.
He shall render a statement of the condition of the finances of the
corporation at each regular meeting of the Board of Directors, and at such other
times as shall be required of him, and a full financial report at the annual
meeting of the Stockholders.
He shall keep at the office of the corporation, correct books of
account of all its business and transactions and other books of account as the
Board of Directors may require.
He shall, if required by the Board of Directors, give to the
corporation such security for the faithful discharge of his duties as the Board
may direct.
He shall do and perform all duties pertaining to the office of
Treasurer.
Sec. 4. VACANCIES, HOW FILLED. All vacancies in any office, shall be
filled by the Board of Directors without undue delay, at its regular meeting, or
at a meeting specially called for that purpose.
Sec. 5. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a 66 2/3% vote, at any time with or without cause.
6
Sec. 6. DELEGATED DUTIES. In case of the absence of any officer of the
corporation, or for any other reason that may seem sufficient to the board, the
Directors may, by a majority vote of the board, delegate the powers and duties
of such officer, for the time being, to any other officer, or to any Director.
ARTICLE V
SEAL
Sec. 1. The seal of the corporation shall be as follows:
[Corporate Seal]
ARTICLE VI
CERTIFICATES OF STOCK
Sec. 1 DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the name of the person owning the shares
therein. represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and the number of shares. They
shall be signed by the President or Vice-President, and countersigned by the
Secretary or Treasurer and sealed with the seal of the corporation.
Sec. 2. TRANSFER OF STOCK. The stock of the corporation shall be
assignable and transferable on the books of the corporation only by the person
in whose name it appears on said books, or his legal representatives. In case of
transfer by attorney, the power of attorney, duly executed, and acknowledged,
shall be deposited with the Secretary. In all cases of transfer, the former
certificate must be surrendered up and cancelled before a new certificate be
issued. No transfer shall be made upon the books of the corporation within 10
days next preceding the annual meeting of the shareholders.
ARTICLE VII
DIVIDENDS
Dividends shall be declared and paid at such times and in such amounts
as the Board of Directors may in their absolute discretion determine and
designate subject to the restrictions and limitations imposed by the Statutes;
Certificate of Incorporation and By-Laws.
ARTICLE VIII
BILLS, NOTES, ETC.
Sec. 1. HOW MADE. All bill payable, notes, checks or other negotiable
instruments of the corporation shall be made in the name of the corporation, and
may be signed by the President, Secretary or Treasurer. No officer or agent of
the corporation, either singly or jointly with others, shall have the power to
make any bill payable, note, check, draft or warrant or other negotiable
instrument, or endorse the same in the name of the corporation, or contract or
cause to be contracted any debt or liability in the name or in behalf of the
corporation, except as herein expressly prescribed and provided.
7
ARTICLE IX
FISCAL YEAR
Sec. 1. WHEN TO BEGIN. The fiscal year of the corporation shall
commence on the first day of February of each calendar year.
ARTICLE X
AMENDMENTS
Sec. 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or
added to by an affirmative vote of the stockholders representing at least 51% of
the entire outstanding capital stock having voting power, at an annual meeting
or at a special meeting called for that purpose, provided that a written notice
shall have been sent to each stockholder of record, which notice shall state the
alterations, amendments or changes which are proposed to be made in such
By-Laws. Only such changes as have been specified in the notice shall be made.
If, however, all the stockholders shall be present at any regular or special
meeting, these By-Laws may be amended by a unanimous vote, without any previous
notice.
Sec. 2. BOARD OF DIRECTORS MAY AMEND. The Board of Directors may amend
these By-Laws at any meeting of the Board of Directors or as otherwise allowed
under law.
8