Exhibit 3.17
BYLAWS
OF
APPLIED BUSINESS TELECOMMUNICATIONS
ARTICLE I - OFFICES
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Section 1. The principal executive office of APPLIED BUSINESS
TELECOMMUNICATIONS(the "Corporation") shall be at such place inside or outside
the State of California as the Board of Directors may determine from time to
time.
Section 2. The Corporation may also have offices at such other places as
the Board of Directors may from time to time designate, or as the business of
the Corporation may require.
ARTICLE II - SHAREHOLDERS' MEETINGS
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Section 1. Annual Meetings. The annual meeting of the shareholders of the
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Corporation for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting shall be held at such place and at such time as may be fixed from time
to time by the Board of Directors and stated in the notice of the meeting. If
the annual meeting of the shareholders be not held as herein prescribed, the
election of directors may be held at any meeting thereafter called pursuant to
these Bylaws.
Section 2. Special Meetings. Special meetings of the shareholders, for
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any purpose whatsoever, unless otherwise prescribed by statute, may be called at
any time by the Chairman of the Board, the President, or by the Board of
Directors, or by one or more shareholders holding not less than ten percent of
the voting owner of the Corporation.
Section 3. Place. All meetings of the shareholders shall be at any place
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within or without the State of California designated by the Board of Directors
or by written consent of all the persons entitled to vote thereat, given either
before or after the meeting. In the absence of any such designation,
shareholders' meetings shall be held at the principal executive office of the
Corporation.
Section 4. Notice. Notice of meetings of the shareholders of the
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Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first-class mail (unless the Corporation has 500 or more
shareholders determined as provided by the California Corporations Code on the
record date for the meeting, in which case notice may be sent by third class
mail) or other means of written communication, charges prepaid, addressed to the
shareholder at his address appearing on the books of the corporation or given by
the shareholder to the Corporation for the purpose of notice. Notice of any
such meeting of shareholders shall be
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sent to each shareholder entitled thereto not less than ten (or, if sent by
third-class mail, thirty) nor more than sixty days before the meeting. Said
notice shall state the place, date and hour of the meeting and, (1) in the case
of special meetings, the general nature of the business to be transacted, and no
other business may be transacted, or (2) in the case of annual meetings, those
matters which the Board of Directors, at the time of the mailing of the notice,
intends to present for action by the shareholders. but subject to Section 601
(f) of the California Corporations Code any proper matter may be presented at
the meeting for shareholder action, and (3) in the case of any meeting at which
directors are to be elected, the names of the nominees intended at the time of
the mailing of the notice to be presented by management for election.
Section 5. Adjourned Meetings. Any shareholders' meeting may be adjourned
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from time to time by the vote of the holders of a majority of the voting shares
present at the meeting either in person or by proxy. Notice of any adjourned
meeting need not be given unless a meeting is adjourned for forty-five days or
more from the date set for the original meeting.
Section 6. Quorum. The presence in person or by proxy of the persons
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entitled to vote a majority of the shares entitled to vote at any meeting
constitutes a quorum for the transaction of business. The shareholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but no other
business may be transacted, except as provided above.
Section 7. Shareholder Action by Written Consent. Any action which may be
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take at any meeting of shareholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which al I shares entitled to vote thereon were present and voted;
provided, however, that (1) unless the consents of all shareholders entitled to
vote have been solicited in writing, notice of any shareholder approval without
a meeting by less than unanimous written consent shall be given as required by
the California Corporations Code, and (2) directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.
Any written consent may be revoked by a writing received by the Secretary
of the Corporation prior to the time that written consents of the number of
shares required to authorize the proposed action have been filed with the
Secretary.
Section 8. Waiver of Notice. The transactions of any meeting of
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shareholders, however called and noticed, and whenever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting, or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 9. Voting. The voting at all meetings of shareholders need not be
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by ballot but any qualified shareholder before the voting begins may demand a
stock vote whereupon such stock vote shall be taken by ballot, each of which
shall state the name of the shareholder voting and the number of shares voted by
such shareholder, and if such ballot be cast by a proxy, it shall also state the
name of such proxy.
At any meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such shareholder an bearing a date not more than eleven months
prior to said meeting, unless the writing states that it is irrevocable and
satisfies Section 705(e) of the California Corporations Code, in which event it
is irrevocable for the period specified in said writing and said Section 705(e).
Section 10. Record Dates. In the event the Board of Directors fixes a day
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for the determination of shareholders of record entitled to vote as provided in
Section I of Article V of these Bylaws, then, subject to the provisions of the
General Corporation Law of the State of California, only persons in whose name
shares entitled to vote stand on the stock records of the Corporation at the
close of business on such d shall be entitled to vote.
If no record date is fixed:
The record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held;
The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the first written consent
is given; and
The record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.
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
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than 45 days.
Section 11. Cumulative Voting for Election of Directors. Provided the
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candidate's name has been placed in nomination prior to the voting and one or
more shareholders has given notice at the meeting prior to the voting of the
shareholder's intent to cumulate the shareholder's
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votes, every shareholder entitled to vote at any election for directors shall
have the right to cumulate such shareholder's votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or
distribute the shareholder's votes on the same principle among as many
candidates as the shareholder shall think fit. The candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.
ARTICLE III - BOARD OF DIRECTORS
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Section l. Powers. Subject to any limitations in the Articles of
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Incorporation or these Bylaws and to any provision of the California
Corporations Code requiring shareholder authorization or approval for a
particular action, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by, or under the direction of, the
Board of Directors. The Board of Directors may delegate the management of the
day-to-day operation of the business of the Corporation to a management company
or other person provided that the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised, under the ultimate
direction of the Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
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that shall constitute the whole board shall be not more than three nor fewer
than one. The exact number of directors may be fixed from time to time within
such limit by a duly adopted resolution of the Board of Directors or
shareholders. The exact number of directors presently authorized shall be one
until changed within the limits specified above by a duly adopted resolution of
the Board of Directors or shareholders. Directors need not be shareholders.
Directors shall hold office until the next annual meeting of shareholders
and until their respective successors are elected. If any such annual meeting
is not held, or the directors are not elected thereat, the directors may be
elected at any special meeting of shareholders held for that purpose.
Section 3. Regular Meeting. A regular annual meeting of the Board of
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Director shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide for other regular meetings from time to time by
resolution.
Section 4. Special Meeting. Special meetings of the Board of Directors
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may be called at any time by the Chairman of the Board, or the President or any
Vice President, or the Secretary or any two directors. Written notice of the
time and place of all special meetings of the Board of Directors shall be
delivered personally or by telephone, including a voice messaging system or
other system or technology designed to record and communicate messages,
telegraph, facsimile, electronic mail or other electronic means to each director
at least forty-eight hours before the meeting, or sent to each director by
first-class mail, postage prepaid, at least four days before the meeting. Such
notice need not specify the purpose of the meeting. Notice of any meeting of
the Board of Directors need not be given to any director who signs a waiver of
notice,
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whether before or after the meeting, or who attends the meeting without
protesting prior thereto or at its commencement, the lack of notice to such
director.
Section 5. Place of Meetings. Meetings of the Board of Directors may be
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held at any place within or without the State of California, which has been
designated in the notice, or if not stated in the notice or there is no notice,
the principal executive office of the Corporation or as designated by the
resolution duly adopted by the Board of Directors.
Section 6. Participation by Telephone. Members of the Board of Directors
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may participate in a meeting through use of conference telephone, electronic
video screen communication, or other communications equipment. Participation in
a meeting through use of conference telephone constitutes presence in person at
the meeting as long as all members participating in such meeting can hear one
another. Participation in a meeting through the use of electronic video screen
communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the
following apply: (a) each member participating in the meeting can communicate
with all of the other members concurrently, (b) each member is provided the
means of participating in all matters before the Board of Directors including,
without limitation, the capacity to propose, or to interpose an objection to, a
specific action to be taken by the Corporation, and (c) the Corporation adopts
and implements some means of verifying that (i) a person participating in the
meeting is a director or other person entitled to participate in the Board of
Directors meeting, and (ii) all actions of, or votes by, the Board of Directors
are taken or cast only by the directors and not be persons who are not
directors.
Section 7. Quorum. A majority of the Board of Directors shall constitute
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a quorum at all meetings. In the absence of a quorum a majority of the directors
present may adjourn any meeting to another time and place. If a meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or
place shall be given prior to the time of the reconvened meeting to the
directors who were not present at the time of adjournment.
Section 8. Action at Meeting. Every act or decision done or made by a
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majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
Section 9. Waiver of Notice. The transactions of any meeting of the Board
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of Directors, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 10. Action Without Me. Any action required or permitted to be
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taken by the Board of Directors may be taken without a meeting, if all members
of the Board individually or
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collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as a unanimous vote of such
directors.
Section 11. Removal. The Board of Directors may declare vacant the office
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of a director who has been declared of unsound mind by an order of court or who
has been convicted of a felony.
The entire Board of Directors or any individual director may be removed
from office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors; provided,
however, that unless the entire Board is removed, no individual director may be
removed when the votes cast against removal, or not consenting in writing to
such removal, would be sufficient to elect such director if voted cumulatively
at an election at which the same total number of votes cast were cast (or, if
such action is taken by written consent, all shares entitled to vote were voted)
and the entire number of directors authorized at the time of the director's most
recent election were then being elected.
In the event an office of a director is so declared vacant or in case the
Board or any one or more directors be so removed, new directors may be elected
at the same meeting.
Section 12. Resignations. Any director may resign effective upon giving
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notice to the Chairman of the Board, the President, the Secretary or the Board
of Directors of the Corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.
Section 13. Vacancies. Except for a vacancy created by the removal of a
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director, all vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by a majority of the remaining
directors or, if the number of directors then in office is less than a quorum,
by (a) the unanimous written consent of the directors then in office, (b) the
affirmative vote of a majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with California Corporations
Code Section 307, or (c) a sole remaining director, and each director so elected
shall hold office until his successor is elected at annual, regular or special
meeting of the shareholders. Vacancies created by the removal of a director may
be filled only by approval of the shareholders. The shareholders may elect a
director at any time to fill any vacancy not filled by the directors. Any such
election by written consent requires the consent of a majority of the
outstanding shares entitled to vote.
Section 14. Compensation. No stated salary shall be paid directors, as
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such, for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of such Board; provided that nothing herein contained
shall be construed to 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.
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Section 15. Committees. The Board of Directors may, by resolution adopted
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by a majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have all the authority of the Board of Directors
in the management of the business and affairs of the Corporation, except with
respect to (a) the approval of any action requiring shareholders' approval or
approval of the outstanding shares, (b) the filling of vacancies on the Board or
any committee, (c) the fixing of compensation of directors for serving on the
Board or any committee, (d) the adoption, amendment or repeal of Bylaws, (e) the
amendment or repeal of any resolution of the Board which by its express terms is
not so amendable or repealable, (f) a distribution to shareholders, except at a
rate or in a periodic amount or within a price range determined by the Board,
and (g) the appointment of other committees of the Board or the members thereof.
ARTICLE IV - OFFICERS
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Section 1. Number and Term. The officers of the Corporation shall be a
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Chairman of the Board, a President, one or more Vice-Presidents, a Secretary and
a Chief Financial Officer, all of which shall be chosen by the Board of
Directors. In addition, the Board of Directors may appoint such other officers
as may be deemed expedient for the proper conduct of the business of the
Corporation, each of whom shall have such authority and person such duties as
the Board of Directors may from time to time determine. The officers to be
appointed by the Board of Directors shall be chosen annually at the regular
meeting of the Board of Directors held after the annual meeting of shareholders
and shall serve at the pleasure of the Board of Directors. If officers are not
chosen at such meeting of the Board of Directors, they shall be chosen as soon
thereafter as shall be convenient. Each officer shall hold office until his
successor shall have been duly chosen or until his removal or resignation.
Section 2. Inability to Act. In the case of absence or inability to act
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of any officer of the Corporation and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer, or any director or other person
whom it may select.
Section 3. Removal and Resignation. Any officer chosen by the Board of
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Director may be removed at any time, with or without cause, by the affirmative
vote of a majority of all the members of the Board of Directors.
Any officer chosen by the Board of Directors may resign at any time by
giving written notice of said resignation to the Corporation. Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman of the Board, the President, the Secretary or the
Board of Directors.
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Section 4. Vacancies. A vacancy in any office because of any cause may be
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filled by the Board of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman of the Board shall
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preside at all meetings of the Board.
Section 6. President. The President shall be the general manager and
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chief executive officer of the Corporation, subject to the control of the Board,
and as such shall preside all meetings of shareholders, shall have general
supervision of the affairs of the Corporation, shall sign or countersign or
authorize another officer to sign all certificates, contracts and other
instruments of the Corporation as authorized by the Board, shall make reports to
the Board and shareholders, and shall perform all such other duties as are
incident to such office or are properly required by the Board.
Section 7. Vice President. In the absence of the President, or in the
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event of such officer's death, disability or refusal to act, the Vice President,
or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their selection, or in the absence of such
designation, then in the order of their selection, shall perform the duties of
President, and when so acting, shall have all the powers and be subject to all
restrictions upon the President. Each Vice President shall have such powers and
discharge such duties as may be assigned from time to time by the President or
by the Board of Directors.
Section 8. Secretary. The Secretary shall see that notices for all
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meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office, or as are properly required by the
President or by the Board of Directors.
The Assistant Secretary or the Assistant Secretaries, in the order of their
seniority, shall, in the absence or disability of the Secretary, or in the event
of such officer's refusal to act, perform the duties and exercise the powers and
discharge such duties as may be assigned from time to time by the President or
by the Board of Directors.
Section 9. Chief Financial Officer. The Chief Financial Officer may also
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be designated by the alternate title of "Treasurer." The Chief Financial
Officer-shall have the custody of all moneys and securities of the Corporation
and shall keep regular books of account. Such officer shall disburse funds of
the Corporation in payment of the just demands against the Corporation, or as
may be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Board from time to time as may be required of such officer,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation. Such officer shall perform all duties incident to
such office or that are properly required by the President or by the Board. If
required by the Board of Directors, the Chief Financial Officer shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his
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death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
The Assistant Treasurer or the Assistant Treasurers, in the order of their
seniority, shall, in the absence or disability of the Chief Financial Officer,
or in the event of such officer's refusal to act, perform the duties and
exercise the powers of the Chief Financial Officer, and shall have such powers
and discharge such duties as may be assigned from time to time by the President
or by the Board of Directors.
Section 10. Salaries. The salaries of the officers shall be fixed from
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time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the corporation.
Section 11. Officers Holding More Than One Office. Any two or more
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offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
Section 12. Approval of Loan to Officers. The Corporation may, upon the
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approval of the Board of Directors alone, make loans or money or property to, or
guarantee the obligations of, any officer of the Corporation or its parent or
subsidiary, whether or not a director, or adopt an employee benefit plan or
plans authorizing such loans or guaranties provided that (i) the Board of
Directors determines that such a loan or guaranty or plan may reasonably be
expected to benefit the Corporation, (ii) the Corporation has outstanding shares
held of record by 100 or more persons (determined as provided in Section 605 of
the California Corporations Code) on the date of approval by the Board of
Directors, and (iii) the approval of the Board of Directors is by a vote
sufficient without counting the vote of an interested director or directors.
ARTICLE V - MISCELLANEOUS
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Section 1. Record Date and Closing of Stock Books. The Board of Directors
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may fix a time in the future as a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of shareholders or
entitled to receive payment of any dividend or distribution, or any allotment of
rights, or to exercise rights in respect to any other lawful action. The record
date so fixed shall not be more than sixty nor less than ten days prior to the
date of the meeting or event for the purposes of which it is fixed. When a
record date is so fixed, only shareholders of record at the close of business on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date.
The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than
sixty days prior to the date of a
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shareholders' meeting, the date when the right to any dividend, distribution, or
allotment of rights vests, or the effective date of any change, conversion or
exchange of shares.
Section 2. Certificates. Certificates of stock shall be issued in
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numerical order and each shareholder shall be entitled to a certificate signed
in the name of the Corporation by the Chairman of the Board or the President or
a Vice President, and the Chief Financial Officer or the Secretary or an
Assistant Secretary, certifying to the number of shares owned by such
shareholder. Any or all of the signatures on the certificate may be facsimile.
Prior to the due presentment for registration of transfer in the stock transfer
book of the Corporation, the registered owner shall be treated as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, except as expressly provided otherwise by
the laws of the State of California.
Section 3. Representation of Shares in Other Corporations. Shares of
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other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board President or the Vice President and the
Chief Financial Officer or the Secretary or an Assistant Secretary.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
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[last day of fiscal year] of each year.
Section 5. Annual Reports. The Annual Report to shareholders, described in
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the California Corporations Code, is expressly waived and dispensed with.
Section 6. Amendments. Bylaws may be adopted, amended, or repealed by
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the vote or the written consent of shareholders entitled to exercise a majority
of the voting power of the Corporation. Subject to the right of shareholders to
adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by
the Board of Directors, except that a Bylaw amendment thereof changing the
authorized number of directors may be adopted by the Board of Directors only if
these Bylaws permit an indefinite number of directors and the Bylaw or amendment
thereof adopted by the Board of Directors changes the authorized number of
directors within the limits specified in these Bylaws.
Section 7. Indemnification of Corporate Agents. The Corporation shall
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indemnify each of its agents against expenses, judgments, fines, settlements and
other amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having been threatened to be made a party to a
proceeding to the fullest extent permissible under the California Corporations
Code and the Corporation shall advance the expenses reasonably expected to be
incurred by such agent in defending any such proceeding upon receipt of the
undertaking required by subdivision (f) of Section 317 of the California
Corporations Code. The terms "agent," "proceeding" and "expenses" made in this
Section 7 shall have the same meaning as such term in said Section 317.
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CERTIFICATE OF SECRETARY OF
APPLIED BUSINESS TELECOMMUNICATIONS
The undersigned, Shawn Portway, Secretary of Applied Business
Telecommunications(the "Corporation"), a California corporation, hereby
certifies that the attached document is a true and complete copy of the Bylaws
of the Corporation as in effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
this
16 day of April, 1998.
/s/ Shawn Portway
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Shawn Portway,
Secretary