EXHIBIT 3.2
BYLAWS
OF
NEXTLINK COMMUNICATIONS MERGER, INC.
These Bylaws are intended to conform to the mandatory requirements of the
Washington Business Corporation Act, RCW Chapter 23B, (the "Act"). Any
ambiguity arising between these Bylaws and the discretionary provisions of the
Act shall be resolved in favor of the application of the Act.
ARTICLE I
SHAREHOLDERS
Section 1. - Place.
Shareholders meetings shall be held at the registered office of the
Corporation unless a different place shall be designated by the Board of
Directors.
Section 2. - Annual Meeting.
The annual meeting of the Shareholders shall be held on the date and time
designated by the Board of Directors. The meeting shall be held for the purpose
of electing Directors and for the transaction of such other business as may come
before the meeting, whether stated in the notice of meeting or not, except as
otherwise expressly stated in the articles of incorporation. If the election of
Directors shall not be held on the day designated herein, the Board of Directors
shall cause the election to be held at a special meeting of the Shareholders on
the next convenient day.
Section 3. - Special Meetings.
Special meetings of the Shareholders may be called by the President or the
Board of Directors for any purpose at any time, and shall be called by the
President at the request of the holders of shares entitled to cast at least 25%
of votes eligible to be cast. Special meetings shall be held at such place or
places within or without the state of Washington as shall be designated by the
Board of Directors and stated in the notice of such meeting. At a special
meeting no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting.
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Section 4. - Notice.
Written or printed notice stating the place, hour and day of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting to each Shareholder of record entitled to vote at such meeting, or
for such other notice period as may be required by the Act. Such notice and the
effective date thereof shall be determined as provided in the Act.
Section 5. - Quorum.
A majority of votes entitled to be cast by the shares issued, outstanding
and entitled to vote upon the subject matter at the time of the meeting,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at any meeting of the Shareholders.
Section 6. - Adjourned Meetings.
If there is no quorum present at any annual or special meeting the
Shareholders present may adjourn to such time and place as may be decided upon
by the holders of the majority of the shares present, in person or by proxy, and
notice of such adjournment shall be given in accordance with Section 4 of this
Article, but if a quorum is present, adjournment may be taken from day to day or
to such time and place as may be decided and announced by a majority of the
Shareholders present, and subject to the requirements of the Act, no notice of
such adjournment need be given. At any such adjourned meeting at which a quorum
is present, any business may be transacted which could have been transacted at
the meeting originally called.
Section 7. - Voting.
Each Shareholder entitled to vote on the subject matter shall be entitled
to that number of votes provided in the Articles of Incorporation for each share
of stock standing in the name of the Shareholder on the books of the Corporation
at the time of the closing of the Transfer Books for said meeting, whether
represented and present in person or by proxy. The affirmative vote of the
holders of a majority of the shares of each class represented at the meeting and
entitled to vote on the subject matter shall be the act of the Shareholders.
The Shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
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The secretary shall prepare and make, at least ten days before every
election of directors, a complete list of the Shareholders entitled to vote,
arranged in alphabetical order and showing the address of each Shareholder and
the number of shares of each Shareholder. Such list shall be open at the
offices of the Corporation for said ten days, to the examination of any
Shareholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any Shareholder
who may be present.
Section 8. - Proxies.
At all meetings of Shareholders, a Shareholder may vote in person or by
proxy executed in writing by the Shareholder or by his duly authorized attorney
in fact. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 9. - Record Date.
The Board of Directors is authorized to fix in advance a date not exceeding
seventy days nor less than ten days preceding the date of any meeting of the
Shareholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent Shareholders for any purposes, as a record date for the determination of
the Shareholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and, in such case, such Shareholders and only such Shareholders as shall be
Shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation, after such record date
fixed pursuant to this Section.
Section 10. - Conduct of Meetings.
The Chairman of the Board of Directors or, in his absence the Chief
Executive Officer, President, or the vice-President designated by the Chairman
of the Board, shall preside at all regular or special meetings of Shareholders.
To the maximum extent permitted by law, such presiding person shall have the
power to set procedural rules, including but not limited to rules respecting the
time allotted to Shareholders to speak, governing all aspects of the conduct of
such meetings.
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ARTICLE II
DIRECTORS
Section 1. - In General.
The business and affairs of the Corporation shall be managed by a Board of
Directors initially consisting of six (6) directors, and thereafter shall
consist of such number as may be fixed from time to time by resolution of the
Board of Directors. The members of the first Board of Directors shall hold
office until the first annual meeting of the Shareholders and until their
successors shall have been elected and qualified. Thereafter, the term of the
Directors shall begin upon each Director's election by the Shareholders as
provided in Article I, Section 7 above, and shall continue until his successor
shall have been elected and qualified.
Section 2. - Powers.
The corporate powers, business, property and interests of the Corporation
shall be exercised, conducted and controlled by the Board of Directors, which
shall have all power necessary to conduct, manage and control its affairs, and
to make such rules and regulations as it may deem necessary as provided by the
Act; to appoint and remove all officers, agents and employees; to prescribe
their duties and fix their compensation; to call special meetings of
Shareholders whenever it is deemed necessary by the Board, to incur indebtedness
and to give securities, notes and mortgages for same. It shall be the duty of
the Board to cause a complete record to be kept of all the minutes, acts, and
proceedings of its meetings.
Section 3. - Vacancies.
Vacancies in the Board of Directors may be temporarily filled by the
affirmative vote of a majority of the remaining Directors even though less than
a quorum of the Board of Directors. Such temporary Director or Directors shall
hold office until the first meeting of the Shareholders held thereafter, at
which time such vacancy or vacancies shall be permanently filled by election
according to the procedure specified in Section 1 of this Article II.
Section 4. - Annual Meeting.
There shall be an annual meeting of the Board of Directors which shall be
held immediately after the annual meeting of the Shareholders and at the same
place.
Section 5. - Special Meeting.
Special meetings may be called from time to time by the President or any
one of the Directors. Any business may be transacted at any special meeting.
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Section 6. - Quorum.
A majority of the Directors shall constitute a quorum. The act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If less than a quorum is present at
a meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice, other than announcement at the meeting, until a
quorum shall be present. Interested Directors may be counted for quorum
purposes.
Section 7. - Notice and Place of Meetings.
Notice of all Directors' meetings shall be given in accordance with the
Act. No notice need be given of any annual meeting of the Board of Directors.
One day prior notice shall be given for all special meetings of the Board, but
the purpose of special meetings need not be stated in the notice.
Meetings of the Board of Directors may be held at the principal office of
the corporation, or at such other place as shall be stated in the notice of such
meeting. Members of the Board of Directors, or any committee designated by the
board of directors, shall, except as otherwise provided by law, the Articles of
Incorporation or these By-laws, have the power to participate in a meeting of
the board of Director, or any committee, by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at this meeting.
Section 8. - Compensation.
By resolution of the Board of Directors, each Director may either be
reimbursed for his expenses, if any, for attending each meeting of the Board of
Directors or may be paid a fixed fee for attending each meeting of the Board of
Directors, or both. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Section 9. - Removal or Resignation of Directors.
Any Director may resign by delivering written notice of the resignation to
the Board of Directors or an officer of the Corporation. All or any number of
the Directors may be removed, with or without cause, at a meeting expressly
called for that purpose by a vote of the holders of the majority of the shares
then entitled to vote at an election of Directors.
Section 10. - Presumption of Assent.
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A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken, unless his dissent shall be manifested in the
manner required by the Act. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 11. - Committees.
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate two or more of their number to constitute an Executive
Committee to hold office at the pleasure of the board, which committee shall,
during the intervals between meetings of the Board of Directors, have and
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, subject only to such restrictions or
limitations as the Board of Directors may from time to time specify, or as
limited by the Act. Any member of the Executive Committee may be removed at any
time, with or without cause, by a resolution of a majority of the whole Board of
Directors. Any vacancy in the Executive Committee may be filled from among the
directors by a resolution of a majority of the whole Board of Directors. Other
committees of two or more Directors, may be appointed by the Board of Directors
or the Executive Committee, which committees shall hold office for such time and
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors or the Executive Committee.
ARTICLE III
OFFICERS AND AGENTS - GENERAL PROVISIONS
Section 1. - Number, Election and Term.
Officers of the Corporation shall be a President, Secretary, and Treasurer.
Officers shall be elected by the Board of Directors at its first meeting, and at
each regular annual meeting of the Board of Directors thereafter. Each officer
shall hold office until the next succeeding annual meeting of the Directors and
until his successor shall be elected and qualified. Any one person may hold
more than one office if it is deemed advisable by the Board of Directors.
Section 2. - Additional Officers and Agents.
The Board of Directors may appoint and create such other officers and
agents as may be deemed advisable and prescribe their duties.
Section 3. - Resignation or Removal.
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Any officer or agent of the Corporation may resign from such position by
delivering written notice of the resignation to the Board of Directors, but such
resignation shall be without prejudice to the contract rights, if any, of the
Corporation. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 4. - Vacancies.
Vacancies in any office caused by any reason shall be filled by the Board
of Directors at any meeting by selecting a suitable and qualified person to act
during the unexpired term.
Section 5. - Salaries.
The salaries of all the officers, agents and other employees of the
Corporation shall be fixed by the Board of Directors and may be changed from
time to time by the Board, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation. All
Directors, including interested Directors, are specifically authorized to
participate in the voting of such compensation irrespective of their interest.
ARTICLE IV
DUTIES OF THE OFFICERS
Section 1. - Chairman of the Board.
The Chairman of the Board, if any, shall be a member of the Board of
Directors and, subject to Sections 2 and 3 of this Article IV, shall preside at
all meetings of the Shareholders and Directors; perform all duties required by
the Bylaws of the Corporation, and as may be assigned from time to time by the
Board of Directors; and shall make such reports to the Board of Directors and
Shareholders as may be required.
Section 2. - Chief Executive Officer.
The Chief Executive Officer, if any, shall have general charge and control
of the affairs of the Corporation subject to the direction of the Board of
Directors; sign as President all Certificates of Stock of the Corporation;
perform all duties required by the Bylaws of the Corporation, and as may be
assigned from time to time by the Board of Directors; and shall make such
reports to the Board of Directors and Shareholders as may be required. In
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addition, if no Chairman of the Board is elected by the Board or if the Chairman
is unavailable, the Chief Executive Officer shall perform all the duties
required of such officer by these Bylaws.
Section 3. - President.
The President shall, if no Chief Executive Officer shall have been
appointed or if the Chief Executive Officer is unavailable, perform all of the
duties of the Chief Executive Officer. If a Chief Executive Officer shall have
been appointed, the President shall perform such duties as shall be assigned by
the Board of Directors, and in the case of absence, death or disability of the
Chief Executive Officer, shall perform and be vested with all of the duties and
powers of the Chief Executive Officer, until the Chief Executive Officer shall
have resumed such duties or the Chief Executive Officer's successor shall have
been appointed.
Section 4. - Vice President.
The Vice President, or any of them, shall perform such duties as shall be
assigned by the Board of Directors, and in the case of absence, disability or
death of the President, the Vice President shall perform and be vested with all
the duties and powers of the President, until the President shall have resumed
such duties or the President's successor is elected. In the event there is more
than one Vice President, the Board of Directors may designate one or more of the
Vice Presidents as Executive Vice Presidents, who, in the event of the absence,
disability or death of the President shall perform such duties as shall be
assigned by the Board of Directors.
Section 5. - Secretary.
The Secretary shall keep a record of the proceedings at the meetings of the
Shareholders and the Board of Directors and shall give notice as required in
these Bylaws of all such meetings; have custody of all the books, records and
papers of the Corporation, except such as shall be in charge of the Treasurer or
some other person authorized to have custody or possession thereof by the Board
of Directors; sign all Certificates of Stock of the Corporation; from time to
time make such reports to the officers, Board of Directors and Shareholders as
may be required and shall perform such other duties as the Board of Directors
may from time to time delegate. In addition, if no Treasurer is elected by the
Board, the Secretary shall perform all the duties required of the office of
Treasurer by the Act and these Bylaws.
Section 6. - Treasurer.
The Treasurer shall keep accounts of all monies of the Corporation received
or disbursed; from time to time make such reports to the officers, Board of
Directors and
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Shareholders as may be required, perform such other duties as the Board of
Directors may from time to time delegate.
Section 7. - Assistant Secretary.
The Assistant Secretary, if any, shall assist the Secretary in all duties
of the office of Secretary. In the case of absence, disability or death of the
Secretary, the Assistant Secretary shall perform and be vested with all the
duties and powers of the Secretary, until the Secretary shall have resumed such
duties or the Secretary's successor is elected.
ARTICLE V
STOCK
Section 1. - Certificates.
The shares of stock of the Corporation shall be evidenced by an entry in
stock transfer records of the Corporation, and may be represented by stock
certificates in a form adopted by the Board of Directors and every person who
shall become a Shareholder shall be entitled, upon request, to a certificate of
stock. All certificates shall be consecutively numbered by class.
Certificates, if any, shall be signed by the Chairman of the Board of Directors,
the President or one of the Vice Presidents, and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, provided, however, that
where such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such officer may be facsimile.
Section 2. - Transfer of Certificates.
Any certificates of stock transferred by endorsement shall be surrendered,
canceled and new certificates issued to the purchaser or assignee.
Section 3. - Transfer of Shares.
Shares of stock shall be transferred only on the books of the Corporation
by the holder thereof, in person or by his attorney, and no transfers of
certificates of stock shall be binding upon the Corporation until this Section
and, with respect to certificated shares, Section 2 of this Article are met to
the satisfaction of the Secretary of the Corporation.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of shares of the Corporation, and may
appoint a transfer agent
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or registrar or both and may require all certificates of stock to bear the
signature of either or both.
The stock ledgers of the Corporation, containing the names and addresses of
the shareholders and the number of shares held by them respectively, shall be
kept at the principal offices of the Corporation or at the offices of the
transfer agent of the Corporation.
Section 4. - Lost Certificates.
In the case of loss, mutilation or destruction of a certificate of stock, a
duplicate certificate may be issued upon such terms as the Board of Directors
shall prescribe.
Section 5. - Dividends.
The Board of Directors may from time to time declare, and the Corporation
may then pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by the Act and in its Articles of Incorporation.
Section 6. - Working Capital.
Before the payment of any dividends or the making of any distributions of
the net profits, the Board of Directors may set aside out of the net profits of
the Corporation such sum or sums as in their discretion they think proper, as a
working capital or as a reserve fund to meet contingencies. The Board of
Directors may increase, diminish or vary the capital of such reserve fund in
their discretion.
ARTICLE VI
SEAL
There shall be no corporate seal.
ARTICLE VII
WAIVER OF NOTICE
Whenever any notice is required to be given to any Shareholder or Director
of the Corporation, a waiver signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.
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ARTICLE VIII
ACTION BY SHAREHOLDERS OR DIRECTORS
WITHOUT A MEETING
Any action required to be taken at a meeting of the Shareholders or
Directors of the Corporation, or any other action which may be taken at a
meeting of the Shareholders or Directors, may be taken without a meeting if a
consent in writing setting forth the actions so taken shall be signed by all the
Shareholders or Directors entitled to vote with respect to the subject matter
thereof. Such consent shall have the same effect and force as a unanimous vote
of said Shareholders or Directors.
ARTICLE IX
BORROWING
Notwithstanding any other provision in these Bylaws, no officer of the
Corporation shall have authority to obligate the Corporation to borrow any funds
or to hypothecate any assets thereof, for corporate purposes or otherwise,
except as expressly stated in a resolution approved by a majority of Directors.
Such resolution may be general or specific.
ARTICLE X
MISCELLANEOUS
Section 1. - Fiscal Year.
The fiscal year of the Corporation shall be fixed, and may be changed, by
resolution of the Board of Directors.
Section 2. - Notices.
Except as otherwise expressly provided, any notice required by these By-
laws to be given shall be sufficient if given as provided in RCW 23B.01.410.
Section 3. - Waiver of Notice.
Any Shareholder or director may at any time, by writing or by fax, waive
any notice required to be given under these By-laws, and if any Shareholder or
director shall be present at any meeting his presence shall constitute a waiver
of such notice.
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Section 4. - Voting Stock of Other Corporations.
Except as otherwise ordered by the Board of Directors, the Chairman of the
Board, Chief Executive Officer, President or Treasurer shall have full power and
authority on behalf of the Corporation to attend and to act and to vote at any
meeting of the shareholders of any corporation of which the Corporation is a
shareholder and to execute a proxy to any other person to represent the
Corporation at any such meeting, and at any such meeting such person shall
possess and may exercise any and all rights and powers incident to ownership of
such stock and which, as owner thereof, the Corporation might have possessed and
exercised if present.
ARTICLE XI
AMENDMENTS
Any and all of these Bylaws may be altered, amended, repealed or suspended
by the affirmative vote of a majority of the Directors at any meeting of the
Directors. New Bylaws may be adopted in like manner.
IDENTIFICATION
I hereby certify that I was the Secretary of the first Directors' meeting
of NEXTLINK Communications, Inc. and that the foregoing Bylaws in ten
typewritten pages numbered consecutively from 1 to 12, were and are the Bylaws
adopted by the Directors of the Corporation at that meeting.
/s/ R. BRUCE EASTER, JR.
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R. Bruce Easter, Jr., Secretary
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