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EXHIBIT 3B
BYLAWS
OF
U S WEST, Inc.
ADOPTED JUNE 6, 1986
As Last Amended on December 3, 1993
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BYLAWS
OF
U S WEST, Inc.
ARTICLE ONE
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on the first Friday of May in each year,
at an hour to be named in the notice of the meeting, unless such
day should fall on a legal holiday in the State of Colorado, in
which event the meeting shall be held at the same hour on the next
succeeding business day that is not a legal holiday. If the annual
meeting is not held on the day designated, or at any adjournment
thereof, the Board of Directors shall cause a meeting in lieu
thereof to be held as soon thereafter as is convenient.
Section 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called for any purpose. Such meetings may be
called by the Chairman of the Board or by the Board of Directors,
and shall be called by the Chairman of the Board at the request of
the holders of not less than one-third (1/3) of the outstanding
shares of the corporation entitled to vote at the meeting.
(Amended May 1, 1992)
Section 3. PLACE OF MEETING. Any annual meeting or special
meeting may be held at any place either within or without the State
of Colorado.
Section 4. NOTICE OF MEETING. Written notice stating the
place, day, and hour of the meeting and, in the case of a special
meeting, the purpose for which the meeting is called, shall be
delivered not less than ten (10) days nor more than fifty (50) days
before the date of the meeting, either personally or by mail, by or
at the direction of the Chairman of the Board, the Secretary or the
person calling the meeting, to each shareholder of record entitled
to vote at such meeting; except that, if the authorized shares are
to be increased, at least thirty (30) days' notice shall be given.
(Amended May 1, 1992)
Section 5. RECORD DATE. For the purpose of determining those
shareholders entitled to notice of or to vote at any meeting of
shareholders, or to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose,
the Board of Directors shall fix, in advance, a date as the record
date for the determination of shareholders.
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Such date shall be not more than fifty (50) days, and for a meeting
of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
shareholders is to be taken.
Section 6. QUORUM. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act
of the shareholders, unless the vote of a greater proportion or
number is required by law. If a quorum is not represented at any
meeting of the shareholders, such meeting may be adjourned for a
period not to exceed sixty (60) days at any one adjournment.
Section 7. PROXIES. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by a duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 8. NOTICE OF SHAREHOLDER PROPOSALS. A proposal for
action to be presented by any shareholder at an annual or special
meeting of shareholders shall be out-of-order and shall not be
acted upon at such meeting unless such proposal was specifically
described in the corporation's notice to shareholders of the
meeting and the matters to be acted upon thereat or unless such
proposal shall have been submitted in writing to the corporation
and received by the Secretary at the principal executive offices of
the corporation at least thirty (30) days prior to the date of such
annual or special meeting by the shareholder who intends to present
such proposal, and such proposal is, under law, an appropriate
subject of shareholder action. In addition, such shareholder shall
include the following information with the proposal: (i) the name
and record address of the shareholder proposing such business, (ii)
the number of shares of the corporation which are beneficially
owned by the shareholder and (iii) any material interest of the
shareholder in such business. (Added February 2, 1990)
Section 9. CONDUCT OF SHAREHOLDER MEETINGS. The Chairman of
the Board shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and
things as are necessary or desirable for the proper conduct of
annual meetings, including, without limitation, the establishment
of rules for determining if business is proper to be brought before
such meeting; the establishment of procedures for the maintenance
of order and safety; limitations on the time allotted to questions
or comments on the affairs of the corporation; restrictions on
entry to such meeting of shareholders after the time prescribed for
the commencement thereof and the opening and closing of the voting
polls. (Amended May 1, 1992)
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Section 10. INSPECTOR OF ELECTION. In advance of any meeting
of shareholders, the Chairman of the Board may appoint one or more
persons, other than nominees, as inspector of election to act at
such meeting and any adjournment thereof. The duties of such
inspector shall include: determining the number of shares
outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in
any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result and doing
such acts as may be proper to conduct the election or vote with
fairness to all shareholders. If there is more than one inspector
of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspector of election
is prima facie evidence of the facts stated therein. (Amended May
1, 1992)
ARTICLE TWO
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors shall consist of fourteen (14) persons of the age of
eighteen years or older who need not be shareholders of the
corporation or residents of Colorado. Directors of the corporation
shall be elected at the annual meeting of the shareholders.
Directors elected at the first annual meeting shall hold office for
the term for which elected, and Directors elected at subsequent
annual meetings shall hold office until the third succeeding annual
meeting after their election. Each Director shall hold office for
the term for which elected and until a successor has been elected
and qualified. The President shall preside at all meetings of the
shareholders and the Board of Directors. (Amended December 3,
1993)
Section 3. MEETINGS.
(a) Regular meetings of the Board of Directors shall
be held at such times as shall be fixed by resolution of the Board.
(b) Special meetings of the Board may be called at
any time by the Chairman of the Board, or, if the Chairman of the
Board is absent or unable or refuses to act, by the Secretary or
any five (5) members of the Board. (Amended May 1, 1992)
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(c) Notice need not be given of regular meetings of
the Board of Directors, nor need notice be given of adjourned
meetings. Notice of special meetings shall be given in writing by
depositing in the U.S. Mail at least three (3) days prior to the
date of the meeting or forty-eight (48) hours' notice delivered
personally or by telephone or telegraph. Neither the business to
be transacted at nor the purpose of any such meeting need be
specified in the notice. Attendance of a Director at a meeting
shall constitute a waiver of notice of that meeting except when the
Director attends for the express purpose of objecting to the
transaction of any business in that the meeting because the meeting
is not lawfully called or convened.
(d) Members of the Board of Directors or any
committee designated by such Board may participate in a meeting of
the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation
shall constitute presence at the meeting.
Section 4. QUORUM AND VOTING. A majority of the number of
Directors fixed by these Bylaws shall constitute a quorum for the
transaction of business, and the acts of a majority of Directors
present at a meeting at which a quorum is present shall constitute
the acts of the Board of Directors. If, at any meeting of the
Board of Directors, less than a quorum is present, a majority of
those present may adjourn the meeting until a quorum is present.
Section 5. VACANCIES. A vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of that Director's predecessor in office.
Any Directorship to be filled by reason of an increase in the
number of Directors shall be filled by the affirmative vote of a
majority of the Directors then in office or by an election at an
annual meeting or at a special meeting of shareholders called for
that purpose. A Director chosen to fill a position resulting from
an increase in the number of Directors shall hold office until the
next annual meeting of shareholders and until a successor has been
elected and qualified.
Section 6. COMPENSATION. Directors shall be entitled to
receive from the corporation such compensation and reimbursement
for expenses as the Board of Directors may determine.
Section 7. COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the full Board of Directors,
designate from among its members an Executive Committee and one or
more other committees, each of which, to the extent provided in the
resolution, shall have all the authority of the Board of Directors;
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except that no such committee shall have the authority to
(i) declare dividends or distributions, (ii) approve or recommend
to shareholders actions or proposals required by the Colorado
Corporation Code to be approved by shareholders, (iii) fill
vacancies on the Board of Directors or any committee thereof,
(iv) amend the Bylaws, (v) approve a plan of merger not requiring
shareholder approval, (vi) reduce earned or capital surplus,
(vii) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of
Directors, or (viii) authorize or approve the issuance or sale of,
or any contract to issue or sell, shares or designate the terms of
a series of a class of shares. The Board of Directors shall have
the power at any time to fill vacancies in, to change the size or
membership of, and to discharge any such committee.
ARTICLE THREE
OFFICERS
Section 1. ENUMERATION OF OFFICES. The corporation shall
have as officers a Chairman of the Board, a President, a Secretary,
and a Treasurer, each of whom shall be elected by the Board of
Directors. The corporation may also have a Chief Financial
Officer, a General Counsel, a Controller, and such Executive Vice
Presidents, Senior Vice Presidents, and Vice Presidents as the
Board may elect. Such other officers as may be deemed necessary
may also be elected by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of
Chairman of the Board and Secretary, President and Secretary, and
the offices of Treasurer and Controller. (Amended May 1, 1992)
Section 2. TERM OF OFFICE. Each officer shall hold office
until a successor is elected or until such officer's resignation,
death, or removal.
Section 3. REMOVAL. Any officer may be removed by the Board
of Directors whenever in its judgment the best interests of the
corporation would be served thereby.
Section 4. VACANCIES. A vacancy in any office because of
death, resignation, removal, or otherwise, may be filled by the
Board of Directors.
Section 5. CHAIRMAN OF THE BOARD; POWERS AND DUTIES. The
Chairman of the Board shall be the chief executive officer of the
corporation. Subject to the control of the Board of Directors, the
Chairman of the Board shall supervise and direct generally all the
business and affairs of the corporation. The Chairman of the Board
shall preside at all meetings of the shareholders and the Board of
Directors. Any document may be signed by the Chairman of the Board
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or any other person who may be thereunto authorized by the Board of
Directors or the Chairman of the Board. The Chairman of the Board
may appoint such assistant officers as are deemed necessary.
(Amended May 1, 1992)
Section 6. PRESIDENT, EXECUTIVE VICE PRESIDENTS, SENIOR VICE
PRESIDENTS, AND VICE PRESIDENTS; POWERS AND DUTIES. The President
shall be the chief operating officer of the corporation. The
President and each Executive Vice President, each Senior Vice
President, and each Vice President shall have such powers and
perform such duties as may be assigned by the Board of Directors or
the Chairman of the Board. In case of the absence or disability of
the Chairman of the Board or a vacancy in the office, the
President, an Executive Vice President, a Senior Vice President, or
a Vice President designated by the Chairman of the Board or the
Board of Directors shall exercise all the powers and perform all
the duties of the Chairman of the Board. (Amended May 1, 1992)
Section 7. SECRETARY AND ASSISTANT SECRETARIES. The
Secretary shall attend all meetings of the shareholders and the
Board of Directors and shall keep the minutes for such meetings in
one or more books provided for that purpose. The Secretary shall
be custodian of the corporate records, except those required to be
in the custody of the Treasurer or the Controller, shall keep the
seal of the corporation, and shall execute and affix the seal of
the corporation to all documents duly authorized for execution
under seal on behalf of the corporation, and shall perform all of
the duties incident to the office of Secretary, as well as such
other duties as may be assigned by the Chairman of the Board or the
Board of Directors.
The Assistant Secretaries shall perform such of the
Secretary's duties as the Secretary shall from time to time direct.
In case of the absence or disability of the Secretary or a vacancy
in the office, an Assistant Secretary designated by the Chairman of
the Board or by the Secretary, if the office is not vacant, shall
perform the duties of the Secretary. (Amended April 3, 1992, to be
effective May 1, 1992)
Section 8. CHIEF FINANCIAL OFFICER; POWERS AND DUTIES. The
Chief Financial Officer shall be responsible for maintaining the
financial integrity of the corporation, shall prepare the financial
plans for the corporation, and shall monitor the financial
performance of the corporation and its subsidiaries, as well as
performing such other duties as may be assigned by the Chairman of
the Board or the Board of Directors. (Amended May 1, 1992)
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Section 9. TREASURER AND ASSISTANT TREASURERS; POWERS AND
DUTIES. The Treasurer shall have care and custody of the funds and
securities of the corporation, shall deposit such funds in the name
and to the credit of the corporation with such depositories as the
Treasurer shall approve, shall disburse the funds of the
corporation for proper expenses and dividends, and as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall perform all of the duties
incident to the office of Treasurer, as well as such other duties
as may be assigned by the Chairman of the Board or the Board of
Directors.
The Assistant Treasurers shall perform such of the Treasurer's
duties as the Treasurer shall from time to time direct. In case of
the absence or disability of the Treasurer or a vacancy in the
office, an Assistant Treasurer designated by the Chairman of the
Board or by the Treasurer, if the office is not vacant, shall
perform the duties of the Treasurer. (Amended
May 1, 1992)
Section 10. GENERAL COUNSEL; POWERS AND DUTIES. The General
Counsel shall be a licensed attorney at law and shall be the chief
legal officer of the corporation. The General Counsel shall have
such power and exercise such authority and provide such counsel to
the corporation as deemed necessary or desirable to enforce the
rights and protect the property and integrity of the corporation,
shall also have the power, authority, and responsibility for
securing for the corporation all legal advice, service, and
counseling, and shall perform all of the duties incident to the
office of General Counsel, as well as such other duties as may be
assigned by the Chairman of the Board or the Board of Directors.
(Amended May 1, 1992)
Section 11. CONTROLLER AND ASSISTANT CONTROLLERS; POWERS AND
DUTIES. The Controller shall be the chief accounting officer of
the corporation and shall keep and maintain in good and lawful
order all accounts required by law and shall have sole control
over, and ultimate responsibility for, the accounts and accounting
methods of the corporation and the compliance of the corporation
with all systems of accounts and accounting regulations prescribed
by law. The Controller shall audit, to such extent and at such
times as may be required by law or as the Controller may think
necessary, all accounts and records of corporate funds or property,
by whomsoever kept, and for such purposes shall have access to all
such accounts and records. The Controller shall make and sign all
necessary and proper accounting statements and financial reports of
the corporation, and shall perform all of the duties incident to
the office of Controller, as well as such other duties as may be
assigned by the Chairman of the Board or the Board of Directors.
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The Assistant Controllers shall perform such of the
Controller's duties as the Controller shall from time to time
direct. In case of the absence or disability of the Controller or
a vacancy in the office, an Assistant Controller designated by the
Chairman of the Board or the Controller, if the office is not
vacant, shall perform the duties of the Controller. (Amended
May 1, 1992)
Section 12. SALARIES. The salaries of all officers of the
corporation shall be fixed by or in the manner provided by the
Board of Directors. If authorized by a resolution of the Board,
the salary of any officer other than the Chairman of the Board may
be fixed by the Chairman of the Board or a Committee of the Board.
No officer shall be disqualified from receiving a salary by reason
of also being a Director of the corporation. (Amended May 1, 1992)
ARTICLE FOUR
STOCK CERTIFICATES
The shares of the corporation shall be represented by
certificates in such form as shall be approved by the Board of
Directors. Such certificates shall be signed by the Chairman of
the Board, the President, an Executive Vice President, or a Vice
President and by the Treasurer or an Assistant Treasurer or by the
Secretary or an Assistant Secretary of the corporation and may be
sealed with the seal of the corporation or a facsimile thereof.
Any or all of the signatures upon a certificate may be facsimiles
if the certificate is countersigned by a transfer agent or regis-
tered by a registrar other than the corporation itself or an
employee of the corporation. If any officer who has signed or
whose facsimile signature has been placed upon such certificate has
ceased to be such officer before the certificate is issued, it may
be issued by the corporation with the same effect as if such person
were such officer at the date of its issue. (Amended May 1, 1992)
ARTICLE FIVE
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Section 1. SCOPE OF INDEMNIFICATION.
(a) The corporation shall indemnify an indemnified
representative against any liability incurred in connection with
any proceeding in which the indemnified representative may be
involved as a party or otherwise, by reason of the fact that such
person is or was serving in an indemnified capacity, except to the
extent that any such indemnification against a particular liability
is expressly prohibited by applicable law or where a judgment or
other final adjudication adverse to the indemnified representative
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establishes, or where the corporation determines, that his or her
acts or omissions (i) were in breach of such person's duty of
loyalty to the corporation or its shareholders, (ii) were not in
good faith or involved intentional misconduct or a knowing
violation of law, or (iii) resulted in receipt by such person of an
improper personal benefit. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those
seeking indemnification, contribution, or advancement of expenses
may be entitled under any statute, certificate or articles of
incorporation, agreement, contract of insurance, vote of
shareholders or disinterested directors, or otherwise. The rights
of indemnification and advancement of expenses provided by or
granted pursuant to this Article shall continue as to a person who
has ceased to be an indemnified representative in respect of
matters arising prior to such time and shall inure to the benefit
of the heirs, executors, administrators, and personal
representatives of such a person.
(b) If an indemnified representative is not entitled
to indemnification with respect to a portion of any liabilities to
which such person may be subject, the corporation shall nonetheless
indemnify such indemnified representative to the maximum extent for
the remaining portion of the liabilities.
(c) The termination of a 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
indemnified representative is not entitled to indemnification.
(d) To the extent permitted by law, the payment of
indemnification provided for by this Article, including the
advancement of expenses pursuant to Section 2, with respect to
proceedings other than those brought by or in the right of the
corporation, shall be subject to the conditions that the
indemnified representative shall give the corporation prompt notice
of any proceeding, that the corporation shall have complete charge
of the defense of such proceeding and the right to select counsel
for the indemnified representative, and that the indemnified
representative shall assist and cooperate fully in all matters
respecting the proceeding and its defense or settlement. The
corporation may waive any or all of the conditions set forth in the
preceding sentence. Any such waiver shall be applicable only to
the specific payment for which the waiver is made and shall not in
any way obligate the corporation to grant such waiver at any future
time. In the event of a conflict of interest between the
indemnified representative and the corporation that would
disqualify the corporation's counsel from representing the
indemnified representative under the rules of professional conduct
applicable to attorneys, it shall be the policy of the corporation
to waive any or all of the foregoing conditions subject to such
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limitations or conditions as the corporation shall deem to be
reasonable in the circumstances.
(e) For purposes of this Article:
(1) "indemnified capacity" means any and all past,
present, or future services by an indemnified representative in one
or more capacities as a director, officer, employee, or agent of
the corporation or, at the request of the corporation, as a
director, officer, employee, agent, fiduciary, or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity or enterprise; any indemnified
representative serving an affiliate of the corporation in any
capacity shall be deemed to be doing so at the request of the
corporation; an "affiliate of the corporation" means an entity that
directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
corporation;
(2) "indemnified representative" means any and all
directors, officers, and employees of the corporation and any other
person designated as an indemnified representative by the Board of
Directors of the corporation;
(3) "liability" means any damage, judgment, amount
paid in settlement, fine, penalty, punitive damage, excise tax
assessed with respect to an employee benefit plan, or cost or
expense of any nature (including, without limitation, expert
witness fees, costs of investigation, litigation and appeal costs,
attorneys' fees, and disbursements); and
(4) "proceeding" means any threatened, pending, or
completed action, suit, appeal, or other proceeding of any nature,
whether civil, criminal, administrative, or investigative, whether
formal or informal, whether external or internal to the
corporation, and whether brought by or in the right of the
corporation, a class of its security holders or otherwise.
Section 2. ADVANCING EXPENSES. As provided by the Colorado
Corporation Code and to the maximum extent permitted by such law,
the corporation shall pay the reasonable expenses incurred in good
faith by an indemnified representative in advance of the final
disposition of a proceeding described in Section 1. Before making
any such advance payment of expenses, the corporation shall receive
an undertaking by or on behalf of the indemnified representative to
repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation
pursuant to this Article. Such undertaking shall be an unlimited,
unsecured general obligation of the indemnified representative and
shall be accepted without reference to the ability of such person
to make repayment. No advance shall be made by the corporation if
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a determination is reasonably and promptly made by the Board of
Directors by majority vote of a quorum of disinterested directors,
or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterest directors so directs) by independent legal
counsel in a written opinion, that, based upon the facts known to
the Board or counsel at the time such determination is made, the
indemnified representative has acted in such a manner as to permit
or require the denial of indemnification pursuant to the provisions
of Section 1. (Amended October 6, 1989)
ARTICLE SIX
MISCELLANEOUS
Section 1. CORPORATE SEAL. The official seal for the
corporation shall be circular in form and be inscribed with the
name of the corporation, the state of incorporation, and the word
"Seal".
Section 2. WAIVER OF NOTICE. When any notice is required to
be given to any shareholder or Director of the corporation under
the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the Colorado
Corporation Code, a waiver thereof, in writing, signed by the
person entitled to such notice whether before, at, or after the
time stated therein, shall be equivalent to the giving of such
notice.
Section 3. ADOPTION OR AMENDMENT OF BYLAWS. New Bylaws may
be adopted or the Bylaws may be amended, altered, changed, or
repealed either by the affirmative vote of the holders of eighty
percent (80%) of the outstanding shares of Voting Stock of the
corporation or by the affirmative vote of two-thirds (2/3) of the
members of the Board of Directors. (Amended January 8, 1988)
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