Exhibit 3.2
BYLAWS
OF
JONES INTERNATIONAL NETWORKS, LTD.
ARTICLE I. - Offices
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1.1 Principal Office: The principal office of the corporation shall be
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at 9697 E. Mineral Avenue, Englewood, Colorado 80112, but the board of
directors, in its discretion, may keep and maintain offices wherever the
business of the corporation may require.
1.2 Registered Office and Agent: The corporation shall have and
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continuously maintain in the State of Colorado a registered office, which may be
the same as its principal office, and a registered agent whose business office
is identical with such registered office. The initial registered office and the
initial registered agent are specified in the articles of incorporation. The
corporation may change its registered office or change its registered agent, or
both, upon filing a statement as specified by law in the office of the Secretary
of State of the State of Colorado.
ARTICLE II. - Shareholders
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2.1 Annual Meeting: The annual meeting of shareholders shall be held at
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the principal office of the corporation on the second Friday in July of each
year, or at such other place or date as the board of directors may determine.
If the election of directors is not held on the date fixed as provided herein
for any annual meeting of the shareholders, or any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as it may conveniently be held.
2.2 Special Meetings: Unless otherwise prescribed by statute, special
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meetings of the shareholders, for any purpose or purposes, may be called by the
board of directors, the chief executive officer or the president. The chief
executive officer or the president shall call a special meeting of the
shareholders if the corporation receives one or more written demands for the
meeting, stating the purpose or purposes for which it is to be held, signed and
dated by holders of shares representing at least ten percent of all the votes
entitled to be cast on any issue proposed to be considered at the meeting.
2.3 Place of Meeting: Any meeting of shareholders may be held at such
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time and place, within or outside of the State of Colorado, as may be fixed by
the board of directors of the corporation (or by the President in the absence of
action by the board of directors) or shall be specified in the notice of the
meeting or waiver of notice of the meeting. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either
within or outside Colorado, as the place of such meeting. If no designation is
made, or if a special meeting is called other than by the board, the place of
meeting shall be the principal office of the corporation.
2.4 Notices: Written notice stating the place, date and hour of the
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meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of the meeting, unless it is proposed that the authorized
shares be increased, in which case at least thirty days' notice shall be given.
Notice of an annual meeting need not include a description of the purpose or
purposes of the meeting, except that the purpose or purposes shall be stated
with respect to (i) an amendment to the articles of incorporation of the
corporation, (ii) a merger or share exchange in which the corporation is a party
and, with
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respect to a share exchange, in which the corporation's shares will be acquired,
(iii) a sale, lease, exchange or other disposition, other than in the usual and
regular course of business, of all or substantially all of the property of the
corporation or of another entity which this corporation controls, in each case
with or without the goodwill, (iv) a dissolution of the corporation, or (v) any
other purpose for which a statement of purpose is required by the Colorado
Business Corporation Act. Notice shall be given personally or by mail, private
carrier, telegraph, teletype, electronically transmitted facsimile or other form
of wire or wireless communication by or at the direction of the chief executive
officer, president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given and effective when deposited in
the United States mail, addressed to the shareholder at his or her address as it
appears in the corporation's current record of shareholders, with postage
prepaid. If notice is given other than by mail, the notice is given and
effective on the date received by the shareholder.
2.5 Record Date: For the purpose of determining shareholders entitled
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to (i) notice of or to vote at any meeting of shareholders or any adjournment
thereof, (ii) receive distributions or share dividends, or (iii) demand a
special meeting, or to make a determination of shareholders for any other proper
purpose, the board of directors may fix a future date as the record date for any
such determination of shareholders. The record date may not be fixed more than
seventy days, and, in the case of a meeting of shareholders, not less than ten
days, before the date on which the particular action requiring such
determination of shareholders is to be taken, except when it is proposed that
the authorized shares be increased, in which case the record date shall be set
not less than thirty
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days before the date of such action. If no record date is fixed by the
directors, the record date shall be the date on which notice of the meeting is
mailed to shareholders, or the date on which the resolution of the board of
directors providing for a distribution is adopted, as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section 2.4, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it shall do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date the writing upon which the action is
taken is first received by the corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called, or the
date that is sixty days before the date the first of such demands is received by
the corporation, whichever is later.
A shareholder may waive any notice required by these bylaws, whether
before or after the date or time stated in the notice as the date or time when
any action will occur or has occurred. The waiver shall be in writing and
signed by such shareholder. By attending a meeting either in person or by
proxy, a shareholder waives objection to lack of notice or defective notice,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting because of lack of notice or
defective notice. By attending the meeting, the shareholder also waives any
objection to consideration at the meeting of a particular matter not within the
purpose or
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purposes described in the meeting notice unless the shareholder objects to
considering the matter when it is presented.
2.6 Voting List: Before each meeting of shareholders, the secretary of
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the corporation shall prepare a complete list of the shareholders entitled to be
given notice of such meeting or any adjournment thereof. The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall
show the address and number of shares of each class or series held by each
shareholder. For the period beginning the earlier of ten days before to the
meeting or two business days after notice of the meeting is given and continuing
through the meeting and any adjournment thereof, this list shall be kept on file
at the principal office of the corporation, or at a place (which shall be
identified in the notice) in the city where the meeting will be held. During
this period, such list shall be available for inspection on written demand by
any shareholder (including for the purpose of this Section 2.6 any holder of
voting trust certificates) or his agent or attorney during regular business
hours.
Any shareholder or his or her agent or attorney may copy the
shareholder list during regular business hours and during the period it is
available for inspection, provided (i) the shareholder has been a shareholder
for at least three months immediately preceding the demand or holds at least
five percent of all outstanding shares of any class of shares as of the date of
the demand, (ii) the demand is made in good faith and for a purpose reasonably
related to the demanding shareholder's interest as a shareholder, (iii) the
shareholder describes with reasonable particularity such purpose, (iv) the
shareholder list is directly connected with the described purpose, and (v) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copy.
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2.7 Quorum: A majority of the votes entitled to be cast on a matter by
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a voting group shall constitute a quorum for that voting group for action on the
matter. Once a share is represented for any purpose at a meeting, including the
purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless otherwise provided in the articles of incorporation or unless a
new record date is or shall be set for that adjourned meeting.
2.8 Voting: Each outstanding share of the corporation shall have such
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voting rights and such number of votes as are set forth in the articles of
incorporation of the corporation. A shareholder may vote either in person or by
proxy. Except as otherwise required by law or in the articles of incorporation
of the corporation, if a quorum exists, action on a matter other than the
election of directors is approved if the votes cast within the voting group
favoring the action exceed the votes cast within the voting group opposing the
action. At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy, all of the
shareholder's votes for as many persons as there are directors to be elected and
for whose election the shareholder has the right to vote, unless the articles of
incorporation provide otherwise.
2.9 Action by Shareholders Without a Meeting: Any action required or
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permitted to be taken at a meeting of shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to such action. Such consent shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in any documents.
Action taken under this Section 2.9 is effective as of the date the last writing
necessary to
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effect the action is received by the corporation, unless all of the writings
specify a different effective date, in which case such specified date shall be
the effective date for such action.
2.10 Meetings by Telecommunication. Any or all of the shareholders may
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participate in an annual or special shareholders' meeting by, or the meeting may
be conducted through the use of, any means of communication by which all persons
participating in the meeting may hear each other during the meeting. A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.
ARTICLE III. - Directors
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3.1 Authority of Board of Directors: All corporate powers shall be
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exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of its board of directors,
except as otherwise provided by the Colorado Business Corporation Act or the
articles of incorporation of the corporation.
3.2 Number: The number of directors of this corporation shall be no
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fewer than one nor more than ten. The number of directors shall be fixed or
changed from time to time by resolution adopted by the majority of the entire
board of directors, but no decrease shall have the effect of shortening the term
of any incumbent director.
3.3 Qualifications: Directors shall be natural persons eighteen years
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of age or older, but need not be residents of the State of Colorado or
shareholders of the corporation.
3.4 Election: The board of directors shall be elected at the annual
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meeting of shareholders or at a special meeting called for that purpose.
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3.5 Term: Subject to the provisions of these bylaws regarding the
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removal and resignation of directors, each director shall be elected to hold
office until the annual meeting of shareholders next succeeding his election and
until his successor shall be elected and qualified. Directors may be removed in
the manner provided by the Colorado Business Corporation Act.
3.6 Vacancies: Any director may resign at any time by giving written
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notice to the corporation. Such resignation shall take effect at the time the
notice is received by the corporation unless the notice specifies a later
effective date. Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make it
effective. Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders or the board of directors.
If the directors remaining in office constitute fewer than a quorum of the
board, the directors may fill the vacancy by the affirmative vote of a majority
of all the directors remaining in office. If elected by the directors, the
director shall hold office until the next annual shareholders' meeting at which
directors are elected. If elected by the shareholders, the director shall hold
office for the unexpired term of his predecessor in office; except that, if the
director's predecessor was elected by the directors to fill a vacancy, the
director elected by the shareholder shall hold office for the unexpired term of
the last predecessor elected by the shareholders.
3.7 Meetings and Voting: A regular meeting of the board of directors
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shall be held immediately after and at the same place as the annual meeting of
shareholders. No notice of this meeting of the board of directors need be
given. The board of directors, or any committee of the board of directors, may,
by resolution, establish a time and place for additional regular meetings which
may thereafter be held without further notice. Special meetings of the board of
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directors, or of any committee designated by the board of directors, may be
called by the chief executive officer, the president or any two members of the
board of directors or of such committee. Except as otherwise specifically
provided by the Colorado Business Corporation Act, the articles of incorporation
or these bylaws, the act of a majority of the directors present at any meeting
of the board of directors, or any meeting of any committee designated by the
board of directors at which a quorum is present when the act is taken shall be
the act of the board of directors or of such committee, as applicable.
3.8 Notices: Notice of any special meeting stating the date, hour and
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place of such meeting shall be given to each member of the board of directors,
or committee of the board of directors, by the chief executive officer, the
president, the secretary or the members of the board or of such committee
calling the meeting. The notice may be deposited in the United States mail at
least seven days before the meeting addressed to the director at the last
address he or she has furnished to the corporation for this purpose, and any
notice so mailed shall be sufficient and shall be deemed to have been given at
the time it was mailed. Notice may also be given at least two days before the
meeting in person, or by telephone, telegraph, telex, electronically transmitted
facsimile or other form of wire or wireless communication, and such notice shall
be sufficient and shall be deemed to have been given at the time when the
personal or telephone conversation occurs, or when the telegraph, telex,
electronically transmitted facsimile or other form of wire or wireless
communication is either personally delivered to the director or delivered to the
last address or facsimile number of the director furnished to the corporation by
him or her for this purpose.
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A director may waive notice of a meeting before or after the time and date
of the meeting by a writing signed by such director. Such waiver shall be
delivered to the corporation for filing with the corporate records. Further, a
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless at the beginning of the meeting, or
promptly upon his or her later arrival, the director objects to holding the
meeting or transacting business at the meeting because of lack of notice or
defective notice and does not thereafter vote for or assent to action taken at
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
3.9 Quorum: A majority of the number of directors in office immediately
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before the meeting begins shall constitute a quorum for the transaction of
business at all meetings of the board of directors.
3.10 Committees: The board of directors, by resolution adopted by a
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majority of the entire board of directors, may designate from among its members
an executive committee and one or more other committees, and appoint one or more
members of the board of directors to serve on them. To the extent provided in
the resolution, each committee shall have all the authority of the board of
directors, except that no such committee shall have the authority to (i)
authorize distributions, (ii) approve or propose to shareholders actions or
proposals required by the Colorado Business Corporation Act to be approved by
shareholders, (iii) fill vacancies on the board of directors or any committee
thereof, (iv) approve a plan of merger not requiring shareholder approval, (v)
adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring
shareholder approval, (vii) authorize or approve the reacquisition of shares
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unless pursuant to a formula or method prescribed by the board of directors, or
(viii) authorize or approve the issuance or sale of shares, or contract for the
sale of shares or determine the designations and relative rights, preferences
and limitations of a class or series of shares, except that the board of
directors may authorize a committee or officer to do so within limits
specifically prescribed by the board of directors. The committee shall then
have full power within the limits set by the board of directors to adopt any
final resolution setting forth all preferences, limitations and relative rights
of such class or series and to authorize an amendment of the articles of
incorporation stating the preferences, limitations and relative rights of a
class or series for filing with the Secretary of State under the Colorado
Business Corporation Act.
3.11 Telephonic Meetings: Members of the board of directors or any
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committee of the board of directors may participate in a regular or special
meeting of the board of directors or committee through the use of any means of
communications by which all persons participating in the meeting can hear each
other at the same time. A director participating in a meeting in the manner is
deemed to be present in person at the meeting.
3.12 Action by Directors Without a Meeting: Any action required or
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permitted to be taken at a meeting of the directors or any committee designated
by the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by all
of the directors or all of the other committee members entitled to vote with
respect to the action taken. Such consent shall have the same force and effect
as a unanimous vote of the directors or committee members and may be stated as
such in any document.
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ARTICLE IV. - Officers
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4.1 General: The officers of the corporation shall be a chief executive
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officer, a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be a natural person eighteen years of age or older elected by
the board of directors. The board of directors, the chief executive officer or
the president may appoint such other officers, assistant officers, committees
and agents, including a chairman of the board, assistant secretaries or
assistant treasurers, as they may consider necessary. Any two or more offices
may be held by the same person.
4.2 Appointment and Term of Office. The officers of the corporation
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shall be appointed by the board of directors at the regular meeting of the board
held after each annual meeting of the shareholders. If the appointment of
officers is not made at such meeting or if an officer or officers are to be
appointed by another officer or officers of the corporation, such appointments
shall be made as soon thereafter as conveniently may be. Each officer shall
hold office until the first of the following occurs: his or her successor shall
have been duly appointed and qualified, his or her death, his or her
resignation, or his or her removal.
4.3 Resignation and Removal. An officer may resign at any time by
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giving written notice of resignation to the corporation. The resignation is
effective when the notice is received by the corporation unless the notice
specifies a later effective date.
Any officer or agent may be removed at any time with our without cause
by the board of directors, the chief executive officer or the president. Any
vacancy occurring in any other office of the corporation may be filled by a
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person appointed by the chief executive officer or the president for the
unexpired portion of the term.
4.4 Chief Executive Officer: The chief executive officer shall be, by
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virtue of holding such office, the chairman of the board of directors and shall
preside at all meetings of shareholders and of the board of directors; provided,
however, that the chief executive officer may serve as the chairman of the board
of directors only for so long as he or she is a director. The chief executive
officer shall have overall supervisory authority over all other officers of the
corporation and over the affairs of the corporation and shall see that all
orders and resolutions of the board of directors are carried out. He or she may
execute contracts, deeds and other instruments on behalf of the corporation as
is necessary and appropriate.
4.5 President: Subject to the direction and control of the board of
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directors and the chief executive officer, the president shall have general and
active management of the regular business of the corporation and shall see that
all orders and resolutions of the board of directors are carried out. He or she
may execute contracts, deeds and other instruments on behalf of the corporation
as is necessary and appropriate. He or she shall perform such additional
functions and duties as are appropriate and customary for the office of
president and as the board of directors or the chief executive officer may
prescribe from time to time. In case of the death, disability, or absence of
the chief executive officer, the president shall perform the duties and exercise
the powers of the chief executive officer.
4.6 Vice President: The vice president, or, if there shall be more than
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one, the vice presidents in the order determined by the board of directors,
shall be the officer or officers next in seniority after the president. Each
vice
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president shall also perform such duties and exercise such powers as are
appropriate and as are prescribed by the board of directors, chief executive
officer, or president. In case of the death, disability, or absence of the
president, vice president or, if there shall be more than one, the vice
presidents in the order determined by the board of directors, shall perform the
duties and exercise the powers of the president.
4.7 Secretary: The secretary shall give, or cause to be given, notice
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of all meetings of shareholders and special meetings of the board of directors,
keep the minutes of such meetings, have charge of the corporate seal and stock
records, be responsible for the maintenance of all corporate records and files
and the preparation and filing of reports to governmental agencies other than
tax returns, have authority to affix the corporate seal to any instrument
requiring it (and, when so affixed, it may be attested by his or her signature),
and perform such other functions and duties as are appropriate and customary for
the office of secretary and as the board of directors, the chief executive
officer or the president may prescribe from time to time.
4.8 Assistant Secretary: The assistant secretary, or, if there shall be
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more than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the president, shall, in case of the
death, disability, or absence of the secretary or in case such duties are
specifically delegated to him or her by the board of directors, chief executive
officer, president or secretary, perform the duties and exercise the powers of
the secretary and shall, under the supervision of the secretary, perform such
other duties and have such other powers as the board of directors, the chief
executive officer or the president may prescribe from time to time.
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4.9 Treasurer: The treasurer shall have control of the funds and the
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care and custody of all stocks, bonds and other securities owned by the
corporation and shall be responsible for the preparation and filing of tax
returns. He or she shall receive all moneys paid to the corporation and shall
have authority to give receipts and vouchers, to sign and endorse checks and
warrants in its name and on its behalf, and give full discharge for the same.
He or she shall also have charge of disbursement of the funds of the
corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as shall be
designated by the board of directors. He or she shall perform such other duties
and have such other powers as are appropriate and customary for the office of
treasurer and as the board of directors, chief executive officer, or the
president may prescribe from time to time.
4.10 Assistant Treasurer: The assistant treasurer, or, if there shall
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be more than one, the assistant treasurers in the order determined by the board
of directors, the chief executive officer or the president, shall, in case of
the death, disability, or absence of the treasurer or in case such duties are
specifically delegated to him or her by the board of directors, chief executive
officer, president or treasurer, perform the duties and exercise the powers of
the treasurer, and shall, under the supervision of the treasurer, perform such
other duties and have such other powers as the board of directors, the chief
executive officer, or the president may prescribe from time to time.
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ARTICLE V. - Stock
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5.1 Certificates: Certificates representing shares of the capital stock
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of the corporation shall be in such form as may be approved by the board of
directors and shall be signed by the president or a vice president and by the
secretary or an assistant secretary of the corporation. Certificates shall be
consecutively numbered, and for each certificate, the name of the owner of the
shares represented by such certificate, the number of shares represented by such
certificate, and the day of issue of such certificate shall be entered on the
books of the corporation. Each certificate representing shares shall state upon
its face: (a) that the corporation is organized under the laws of the State of
Colorado, (b) the name of the person to whom issued, (c) the number and class of
shares and the designation of the series, if any, which the certificate
represents, and (d) the par value, if any, of each share represented by the
certificate; and each such certificate shall indicate, upon its face or reverse,
any restriction placed upon the transfer of the shares represented by the
certificate. If the corporation is authorized to issue different classes of
shares or different series within a class, the share certificate shall contain a
summary, on the front or the back, of the designations, preferences,
limitations, and relative rights applicable to each class, the variations in
preferences, limitations, and rights determined for each series, and the
authority of the board of directors to determine variations for future classes
or series. Alternatively, each certificate may state conspicuously on its front
or back that the corporation will furnish to the shareholder this information on
request in writing and without charge.
5.2 Facsimile Signatures: Any signature on the certificate may be a
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facsimile signature. In case any officer, transfer agent or registrar who has
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signed, or whose facsimile signature or signatures have been placed upon, any
certificate shall cease to be such officer, transfer agent, or registrar,
whether because of death, resignation or otherwise, when the certificate is
issued by the corporation, the certificate is nevertheless valid.
5.3 Transfers of Stock: Transfers of shares shall be made on the books
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of the corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner or owners, or accompanied by a
proper transfer or assignment separate from the certificate, except as may be
expressly provided otherwise by the statutes of the State of Colorado or by
order of a court of competent jurisdiction. The officers or transfer agents of
the corporation may, in their discretion, require a signature guaranty before
making any transfer.
Except for the assertion of dissenters' rights to the extent provided
in Article 113 of the Colorado Business Corporation Act, the corporation shall
be entitled to treat the registered holder of any shares of the corporation as
the owner thereof for all purposes, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any person other than the registered
holder, including without limitation any purchase, assignee or transferee of
such shares or rights deriving from such shares, unless and until such other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual of constructive notice of the claimed
interest of such other person.
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ARTICLE VI. - Miscellaneous
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6.1 Corporate Seal: The board of directors may adopt a seal which shall
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be circular in form and shall bear the name of the corporation and the words
"SEAL" and "COLORADO", which, when adopted, shall constitute the corporate seal
of the corporation. The seal may be used by causing it or a facsimile thereof
to be impressed, affixed, rubber stamped with indelible ink, or manually
reproduced.
6.2 Fiscal Year: The board of directors may, by resolution, adopt a
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fiscal year for the corporation.
6.3 Amendment of Bylaws: The board of directors shall have power, to
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the maximum extent permitted by the Colorado Business Corporation Act, to make,
amend and repeal the bylaws of the corporation at any regular or special meeting
of the board unless the shareholders, in making, amending or repealing a
particular bylaw, expressly provide that the directors may not amend or repeal
such bylaw. The shareholders also shall have the power to make, amend or repeal
the bylaws of the corporation at any annual meeting or at any special meeting
called for that purpose.
6.4 Conflicts. In the event of any irreconcilable conflict between
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these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.
6.5 Definitions. Except as otherwise specifically provided in these
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bylaws, all terms used in these bylaws shall have the same definition as in the
Colorado Business Corporation Act.
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