Exhibit 3.6
BY-LAWS
OF
PKS HOLDINGS, INC.
ARTICLE I
OFFICES
Section 1.1. REGISTERED OFFICE AND AGENT. The registered office of the
corporation is at Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware. The registered agent at that address is the Corporation Trust
Company.
Section 1.2. OTHER OFFICES. The corporation may have other offices from time
to time as the directors may designate or as the business may require.
ARTICLE II
SHAREHOLDERS
Section 2.1. ANNUAL MEETINGS. The annual meeting of shareholders shall be held
on the third Monday in June of each year at such time and place in Omaha,
Nebraska as designated by the Board of Directors. If this date falls on a legal
holiday, the meeting shall be held on the next following business day. At this
meeting, directors shall be elected and any other proper business may be
transacted. If the annual meeting is not held on the designated date, the
directors shall cause the meeting to be held as soon thereafter as convenient.
Section 2.2. SPECIAL MEETINGS. Except as provided in the following sentence,
special meetings of the shareholders may be called by the President or by a
majority of the directors. Special meetings will be called by the President at
the request of holders of a majority of the shares entitled to vote at the
meeting.
Section 2.3. PLACE OF MEETINGS. Meeting of shareholders shall be held at 1000
Kiewit Plaza, or such other place as may be designated by those calling the
meeting.
Section 2.4. NOTICE OF MEETING. A written notice shall be given to each
shareholder entitled to vote at the meeting not less than 10 nor more than 60
days before each annual and special meeting. The notice shall state the place,
date, and hour of the meeting. The notice of a special meeting shall state the
purposes for which the meeting has been called.
Written notices may be given by either personal delivery or mail. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the shareholder at his address as it appears on the records of the
corporation. No notice is required to be given to a shareholder to whom notices
of two consecutive annual meetings (and any other written notices sent between
those meetings) have been mailed addressed to that person at his address shown
on the corporate records and have been returned undeliverable.
Section 2.5. WAIVER OF NOTICE. A written waiver, signed by a shareholder,
whether before or after a meeting, shall be equivalent to the giving of such
notice. Attendance by a shareholder, without objection to the notice, whether
in person or by proxy, at a shareholders' meeting shall constitute waiver of
notice of the meeting.
Section 2.6. VOTING LIST. At least 10 days before each shareholders' meeting,
the Secretary shall prepare a complete list of shareholders entitled to vote.
Arranged in alphabetical order, the list shall show the name, address, and
number of shares of each shareholder entitled to vote. For at least 10 days
before the meeting, the list shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, at (a) the meeting place, or (b) at another place within the city of the
meeting which shall be specified in the notice of the meeting. The list shall
also be available at the meeting for inspection by any shareholder present.
Section 2.7. RECORD DATE. The Board of Directors may fix a record date to
determine which shareholders are entitled to: (a) notice of a shareholders'
meeting; (b) vote at a shareholders' meeting; (c) express consent to corporate
action in writing without a meeting; (d) receive payment for dividend; (e)
receive a distribution or allotment of rights; (f) exercise any rights in
respect of any change, conversion, or exchange of stock; or (g) notice for the
purpose of any other lawful action.
The record date shall not be less than 10 nor more than 60 days before the date
of the meeting, nor more than 60 days before any other action. A determination
of shareholders of record entitled to notice of or to vote at a meeting of
shareholders 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 2.8. PROXIES. Each shareholder eligible to vote may authorize another
person or persons to act for him by proxy. No proxy shall be valid after three
years from its date, unless the proxy provides for a longer period.
Section 2.9. VOTING RIGHTS. Each shareholder eligible to vote shall have one
vote for each share of common stock held by such shareholder.
Section 2.10. QUORUM AND REQUIRED VOTE. A majority of the shares entitled to
vote, present in person or represented by proxy, shall constitute a quorum at a
meeting of shareholders. Unless otherwise required by the certificate of
incorporation or by statute, the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders. However, if less than
a quorum but more than one-third of all shares eligible to vote is present at a
scheduled meeting, a majority of the shares present may adjourn the scheduled
meeting.
Section 2.11. ADJOURNED MEETINGS. No new notice is required if the time and
place of the adjourned meeting is announced at the meeting at which the
adjournment is taken and if the adjournment is for less than 31 days. At an
adjourned meeting, the shareholders may transact any business which might have
been transacted at the original meeting.
Section 2.12. ACTION WITHOUT A MEETING. Any action required or permitted
at a shareholders' meeting may be taken without a meeting without a vote, if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to vote on the matter.
ARTICLE III
DIRECTORS
Section 3.1. GENERAL POWERS. The business and affairs of this corporation
shall be managed by its Board of Directors.
Section 3.2. QUALIFICATIONS AND NUMBER. Directors need not be shareholders.
The number of directors which shall constitute the whole board shall be fixed
from time to time by resolution of the Board.
Section 3.3. ELECTION. At each annual meeting, the shareholders shall elect
directors to hold office until the next succeeding annual meeting.
Section 3.4. TERM. Each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Any director
may resign at any time upon written notice to the corporation.
Section 3.5. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.
Section 3.6. ANNUAL MEETING. The annual meeting of directors shall be held
without notice promptly after the annual meeting of the shareholders and at the
same place.
Section 3.7. REGULAR MEETINGS. The Board may provide by resolution for the
time and place of regular meetings, without notice other than such resolution.
Section 3.8. SPECIAL MEETINGS. Special meetings shall be called by the
President. Special meetings shall be called by the president or the secretary on
the written request of two or more directors. The person calling the meeting
may fix the specific time and place of the meeting. Notice of any special
meeting shall be given at least three days in advance by written notice
delivered personally or by overnight express mail, telegram, or proven
telecopier facsimile transmission addressed to a director's business address.
Section 3.9. WAIVER OF NOTICE. A written waiver, signed by the director,
whether before or after the meeting, shall be equivalent to the giving of such
notice. Attendance by a director, without objection to the notice, at a meeting
shall constitute waiver of notice of the meeting.
Section 3.10. TELEPHONE PARTICIPATION. Directors may participate in a meeting
of the Board by means of conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other.
Participation in a meeting of this kind shall constitute presence in person at
the meeting.
Section 3.11. QUORUM AND VOTING. A majority of the whole board of
directors shall constitute a quorum for the transaction of business. The vote of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors unless the vote of a greater number
is required by statute, the certificate of incorporation, or these by-laws.
Section 3.12. ACTION WITHOUT A MEETING. Any action that may be taken at a
meeting of the directors may be taken without a meeting if a consent in writing,
setting forth the action taken, is signed by all directors.
Section 3.13. COMPENSATION. By resolution of the Board of Directors, each
director may be paid a fixed sum, and any expenses, for attendance at a board
meeting. No such payment shall preclude a director from receiving compensation
for serving the corporation in any other capacity.
ARTICLE IV
OFFICERS
Section 4.1. NUMBER. The officers of the corporation must include a President
and a Secretary. The Board of Directors may elect additional officers and
appoint agents as it determines necessary. Any two or more offices may be held
by the same person, except the offices of President and Secretary.
Section 4.2. ELECTION. The President and Secretary shall be elected at the
annual meeting of the Board of Directors. Other officers may be elected by the
Board of Directors from time to time.
Section 4.3. TERM. Each officer shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Any officer
may resign at any time upon written notice to the corporation.
Section 4.4. REMOVAL. Any officer or agent may be removed from office, with or
without cause, at any time by a majority of the whole Board of Directors,
subject to the provisions of any written employment contract between the
corporation and such person.
Section 4.5. VACANCY. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.
Section 4.6. PRESIDENT. The President shall be the chief executive officer
of the corporation, and shall supervise and manage the operations of the
corporation, subject to the control of the Board of Directors.
Section 4.7. SECRETARY. The Secretary shall have the duties to: (a) record
the proceedings of the meetings of the shareholders and directors in a book
kept for that purpose; (b) maintain the stock ledger and shareholder voting
list; (c) give proper notice of
meetings; (d) attest to and sign instruments, stock certificates, and other
certificates on behalf of the corporation; and (e) affix the corporate seal when
proper.
Section 4.8. POWERS AND DUTIES. The officers of the corporation shall have
such powers and perform such duties as from time to time may be assigned them by
the Board of Directors. The Board of Directors may from time to time delegate
the powers and duties of any officer to any other officer, director, or other
person whom it may select.
Section 4.9. COMPENSATION. The compensation of all officers shall be fixed by
the Board of Directors. An officer, who is also a director, may be compensated
in both capacities.
Section 4.10. BONDING. Any officer, agent, or employee of the corporation, if
so required by the Board of Directors, shall be bonded for the faithful
performance of his duties, with such conditions, and security as the board may
require.
ARTICLE V
STOCK
Section 5.1. STOCK CERTIFICATES. The directors shall determine the form of
certificates which represent ownership of shares of the corporation. Each
certificate shall contain the holder's name and the number of shares issued.
Each certificate shall be signed by the President and the Secretary. Each
certificate shall be impressed with the corporate seal. Each certificate shall
be consecutively numbered. The name and address of the person to whom the
shares are issued, with the number of shares and date of issue, shall be
entered in the stock ledger of the corporation.
Section 5.2. TRANSFER OF STOCK. Transfers of shares shall be made only on the
stock transfer books of the corporation. On surrender to the corporation of a
stock certificate properly endorsed by the holder of record or accompanied by
proper evidence of authority to transfer, a new certificate shall be issued to
the person entitled. However, the requirements of any applicable stock transfer
restriction agreement must also be satisfied. The old certificate shall be
cancelled and the transaction recorded in the stock ledger.
Section 5.3. LOST CERTIFICATES. The corporation shall issue a new stock
certificate in place of a certificate previously issued, if the holder: (a)
claims by affidavit that the certificate has been lost, destroyed, or stolen,
and (b) gives the corporation a bond or other indemnity as the directors
determine appropriate.
Section 5.4. REGISTERED SHAREHOLDERS. The person in whose name shares are
registered in the corporation's stock ledger shall be deemed by the corporation
to be the owner of those shares for all purposes. The corporation shall not be
required to recognize any equitable or other claim or interest in such shares by
any other
person, whether or not it has actual or other notice of such claim.
ARTICLE VI
MISCELLANEOUS
Section 6.1. SEAL. The corporate seal shall contain the name of the
corporation as well as the words "Corporate Seal" and "Delaware."
Section 6.2. FISCAL YEAR. The fiscal year of the corporation shall end on the
last Saturday of each December.
Section 6.3. CONTRACTS, ETC. The directors shall determine by resolution which
persons shall be empowered to sign contracts, bids, proposals, certificates, and
other instruments of the corporation. Such authority may be general or confined
to specific instances.
Section 6.4. CHECKS, ETC. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 6.5. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock.
Section 6.6. RESERVES. 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, determine proper
as a reserve fund to meet contingencies, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
ARTICLE VII
AMENDMENTS
These by-laws may be altered, amended, or repealed and new By-laws may be
adopted by the board of directors or the shareholders.
ADOPTED on August 4, 1997.
/s/ Michael F. Norton
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Michael F. Norton
Sole Incorporator