SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE MEDIA CONSOLIDATED, INC.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of one (1) member who shall be elected by the stockholders. Directors need not
be residents of the State of Delaware or stockholders of the Corporation. The
number of Directors may be increased or decreased from time to time by
resolution adopted by a majority of the Board of Directors or the stockholders.
ARTICLE V
OFFICERS
Section 1. Officers in General. The officers of the Corporation shall
be elected by the Board of Directors and shall be a Chairman of the Board, a
Vice Chairman of the Board, a Chief Executive Officer, a Chief Financial
Officer, a Secretary and a Treasurer. Other officers, assistant officers, and
agents as may be deemed necessary by the Board of Directors may be elected by
the Board of Directors in the same manner as the titled officers named above and
will be officers of the Corporation. Two (2) or more offices may be held by the
same person, except the offices of Chief Executive Officer and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at the Board of
Directors annual meeting after each annual meeting of shareholders. The Board of
Directors shall elect a Chairman of the Board, a Vice Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer
and any other officer, assistant officers, and agents as it deems necessary,
none of whom need be a member of the Board of Directors nor a shareholder of the
Corporation. Each officer so elected shall hold office until his or her
successor has been duly chosen and has qualified or until his or her death or
his or her resignation or removal in the manner hereinafter provided.
Section 8. President. DELETED
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board and
the Vice Chairman of the Board) preside at meetings of the stockholders and
Directors and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall have general and active management
of the business of the Corporation. He shall have general responsibility for all
technological systems and related operations of the Corporation, including, but
not limited to telecommunications business systems and Internet based business
systems and implementation of any upgrades, new services, repairs or changes to
the same. He shall have active management of all personnel of the Corporation,
including but not limited to marketing, business development, business units and
customer service. He may sign, with any other proper officer, certificates for
shares of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these By-Laws, to some other officer or agent of the Corporation.
In addition, the Chief Executive Officer shall perform whatever duties and shall
exercise whatever powers as may be prescribed from time to time by the Board of
Directors.
Section 18. Chief Technology Officer. DELETED
Section 19. Chief People Officer. DELETED
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors and the Chief Executive Officer for all
financial control and internal audit of the Corporation. He shall perform such
other duties as may be assigned to him by the Board of Directors and the Chief
Executive Officer.
Section 22. Vice Chairman of the Board. The Vice Chairman of the Board
is authorized to preside at meetings of the shareholders and the Board of
Directors in the absence of the Chairman of the Board.
Dated: February 28, 2000
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA CONSOLIDATED, INC.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of not less than ten (10) nor more than fifteen (15) members who shall be
elected by the stockholders. Directors need not be residents of the State of
Delaware or stockholders of the Corporation. The number of Directors may be
increased or decreased from time to time by resolution adopted by a majority of
the Board of Directors or the stockholders.
Dated: October 20, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA CONSOLIDATED, INC.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of nine (9) members who shall be elected by the stockholders. Directors need
not be residents of the State of Delaware or stockholders of the Corporation.
The number of Directors may be increased or decreased from time to time by
resolution adopted by a majority of the Board of Directors or the stockholders.
Dated: July 29, 1999
BY-LAWS
OF
INTERACTIVE MEDIA CONSOLIDATED, INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The Corporation may maintain offices at
such places within or without the United States as the Board of Directors may,
from time to time, determine.
ARTICLE II
STOCKHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may
designate any time and any place, either within or without the State of
Delaware as the time and place of meeting for any annual meeting or for any
special meeting called by the Board. A waiver of notice signed by all
stockholders entitled to vote at a meeting may designate any time and any place,
either within or without the State of Delaware, as the time and place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the time and place of the meeting shall be the principal
office of the Corporation at 10:00 a.m.
Section 2. Annual Meeting. Annual meetings of stockholders shall be
held on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
a.m., at which the stockholders shall elect a Board of Directors, and transact
such other business as may properly be brought before the meeting. The annual
meeting of the stockholders may be held on a date different than that given
above if the Board so determines and so states in the notice of the meeting or
in a duly executed waiver thereof
Section 3. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, may be called by the President, the Board of
Directors or the holders of not less than a majority of all of the stock
entitled to vote at the meetings. Business transacted at all special meetings
shall be confined to the purpose or purposes stated in the call.
Section 4. Notice. Written or printed notice of all meetings of
stockholders stating the place, day and hour thereof, 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 (10) days nor more than sixty (60) days prior to
the date of the meeting to the stockholders of record entitled to vote at such
meeting either personally or by mail, by or at the direction of the person or
persons calling the meeting, unless it is an annual meeting. If mailed, the
notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at the address that appears on the stock transfer books of the
Corporation.
Section 5. Closing of Transfer Books and Fixing of Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than sixty (60) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken, and the determination of
stockholders on such record date shall apply with respect to the particular
action requiring the same notwithstanding any transfer of stock on the books of
the Corporation after such record date.
Section 6. List of Stockholders. The officer who as charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of a least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section 7. Quorum. The holders of a majority of the stock entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation or by these
By-laws. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote at such meeting,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally convened. If the
adjournment is for more than thirty (30) days, or if after the adjournment, a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of the record entitled to vote at the
meeting.
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Section 8. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the stockholders. In his absence,
the Chief Executive Officer or the President shall preside. In the absence of
all of these officers, any stockholder or the duly appointed proxy of any
stockholder may call the meeting to order and a chairman shall be elected from
among the stockholders present. The Secretary of the Corporation shall act as
secretary at all meetings of stockholders. In his or her absence an Assistant
Secretary shall so act and in the absence of all of these officers the presiding
officer may appoint any person to act as secretary of the meeting.
Section 9. Proxies. At any meeting of the stockholders, every
stockholder entitled to vote at such meeting shall be entitled to vote in person
or by proxy executed in writing by such stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from the date of
its execution unless such proxy otherwise provides. A proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.
Section 10. Voting. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, each stockholder shall have one
(1) vote for each share having rights registered in his name on the books of
the Corporation at the time of the closing of the stock transfer books (or at
the record date) for such meeting. When a quorum is present at any meeting the
vote of holders of a majority of the stock entitled to vote, present in person
or represented by proxy, shall decide any matter submitted to such meeting,
unless the matter is one upon which by law or by express provision of the
Certificate of Incorporation or of these By-laws the vote of a greater number is
required, in which case the vote of such greater number shall govern and control
the decision of such matter.
Section 11. Voting of Stock by Certain Holders. Stock standing in the
name of another corporation may be voted by such officer, agent or proxy as
the By-laws of such corporation may authorize or, in the absence of such
authorization, as the Board of Directors of such corporation may determine.
Stock held by an administrator, executor, guardian or conservator may be voted
by him so long as such stock forming a part of an estate are in the possession
and form a part of the estate being served by him, either in person or by proxy,
without a transfer of such stock into his name. Stock standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee shall
be entitled to vote stock held by him without a transfer of such stock into his
name as trustee.
Stock standing in the name of a receiver may be voted by such receiver, and
stock held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A stockholder whose stock is pledged shall be entitled to vote such stock until
the stock have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the stock so transferred.
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Shares of its own stock belonging to the Corporation, shares of its own stock
owned by another corporation the majority of the voting stock of which is owned
or controlled by the Corporation, and shares of its own stock held by the
Corporation in a fiduciary capacity shall not be voted, directly, or indirectly,
at any meeting, and shall not be counted in determining the total number of
outstanding stock at any given time.
Section 12. Action. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 13. Election of Directors. At each election for Directors,
each stockholder entitled to vote at such election shall, unless otherwise
provided by the Certificate of Incorporation or by applicable law, have the
right to vote the number of shares owned by him for as many persons as there are
to be elected and for whose election he has a right to vote. Unless otherwise
provided by the Certificate of Incorporation, no stockholder shall have the
right or be permitted to cumulate his votes on any basis.
Section 14. Action Without Meeting. Any action required by any
provision of law or of the Certificate of Incorporation or these By-laws to be
taken at a meeting of the stockholders or any action which may be taken at a
meeting of the stockholders may be taken without a meeting without prior written
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the stockholders entitled to vote with respect to the
subject matter thereof holding the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of not less than one (1) nor more than eight (8) members who shall be elected by
the stockholders. Directors need not be residents of the State of Delaware or
stockholders of the Corporation. The number of Directors may be increased or
decreased by resolution adopted by a majority of the Board of Directors.
Section 2. Election and Term of Office. The Directors shall be elected
at the annual meeting of the stockholders (except as provided in Section 5 of
this Article). Each Director elected shall hold office until his successor shall
be elected at an appropriate annual meeting of the
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stockholders and shall qualify, or until his death, his resignation or his
removal in the manner hereinafter provided.
Section 3. Resignation. Any Director may resign at any time by giving
written notice to the President or Secretary. Such resignation shall take effect
at the time specified therein and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. At any special meeting of the stockholders called
expressly for that purpose, any Director or Directors, including the entire
Board of Directors, may be removed, either with or without cause, and another
person or persons may be elected to serve for the remainder of his or their term
by a vote of the holders of a majority of all stock outstanding and entitled to
vote at an election of directors. In case any vacancy so created shall not be
filled by the stockholders at such meeting, such vacancy may be filled by the
Directors as provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of
Directors, such vacancy may, subject to the provisions of Section 4 of this
Article, be filled by the affirmative vote of the remaining Directors, though
less than a quorum of the Board of Directors or by a sole remaining Director,
and the Directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute. If, at the time of filling any
vacancy or any newly created Directorship, the Directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten (10%) percent of the total
number of the shares at the time outstanding having the right to vote for such
Directors, summarily order an election to be held to fill any such vacancies or
newly created Directorships, or to replace the Directors chosen by the Directors
then in office. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation or by these
By-laws directed or required to be exercised or done by the stockholders.
Section 7. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Delaware.
Section 8. Annual Meeting. The first meeting of each newly elected
Board shall be held immediately following the adjournment of the annual meeting
of the stockholders and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Directors.
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Section 9. Regular Meetings. Regular meetings of the Board may be held
with or without notice immediately after, and at the same place as, the annual
meeting of stockholders. The Board of Directors may provide by resolution, the
time and place for the holding of additional regular meetings without notice
other than such resolution.
Section 10. Special Meetings. Special meetings of the Board may be
called by the President on two (2) days' notice to each Director given either
personally, by mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and like notice on the written request of
any Director. The purpose of or the business to be transacted at any special
meeting of the Board of Directors shall be specified in the notice of such
meeting. Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened.
Section 11. Quorum and Action. At all meetings of the Board the
presence of a majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the Directors at any meeting at which a quorum is present shall be the act of
the Board of Directors unless the act of a greater number is required by law,
the Certificate of Incorporation or these By-laws. If a quorum shall not be
present at any meeting of Directors, the Directors present may adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present.
Section 12. Presumption of Assent to Action. A Director who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 13. Committees. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation. The
board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.
In the absence of disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be
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affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
(except, that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of Directors as provided in Section 151(a) of the General Corporation Law fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversation into, or the exchange of any such shares for, shares of any other
class or classes or any other series of the same or any other class or classes
of stock of the Corporation), adopting an agreement of merger or consolidation,
recommending to the Stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
Stockholders a dissolution of the Corporation or a revocation of a dissolution
or amending the By-laws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name and names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors.
Section 14. Compensation. Directors may receive a stated salary for
their services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
allowed for attendance at any regular or special meeting of the 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.
Section 15. Telephone Meetings. Directors may participate in and hold a
meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 16. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, notice is
required to be given to any director or shareholder, and no provision is made as
to how such notice shall be given, it shall not be construed to mean personal
notice exclusively, but any such notice may be given in writing, by
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mail, postage prepaid, addressed to such director or shareholder at such address
as appears on the books of the Corporation. Any notice required or permitted to
be given by mail shall be deemed to be given three (3) days after the time when
the same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Corporation, under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice.
ARTICLE V
OFFICERS
Section 1. Officers in General. The officers of the Corporation shall
be elected by the Board of Directors and shall be a Chief Executive Officer, a
President and Chief Operating Officer, a Chief Technology Officer, a Chief
People Officer, a Chief Financial Officer, a Secretary and a Treasurer. Other
officers, assistant officers, and agents as may be deemed necessary by the Board
of Directors may be elected by the Board of Directors in the same manner as the
titled officers named above and will be officers of the Corporation. Two (2) or
more offices may be held by the same person.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at the Board of
Directors annual meeting after each annual meeting of shareholders. The Board
of Directors shall elect a Chief Executive Officer, a President and Chief
Operating Officer, a Chief Technology Officer, a Chief People Officer, a Chief
Financial Officer, a Secretary and a Treasurer and any other officer, assistant
officers, and agents as it deems necessary, none of whom need be a member of the
Board of Directors nor a shareholder of the Corporation. Each officer so elected
shall hold office until his or her successor has been duly chosen and has
qualified or until his or her death or his or her resignation or removal in the
manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the Board
of Directors may from time to time determine. The Board of Directors may
delegate to any officer the power to appoint any such subordinate officer or
agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors. Any such resignation shall
take effect at the time specified therein and unless otherwise specified therein
the acceptance of such resignation shall not be necessary to make it effective.
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Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board at any time with or without cause. Any
other officer may be removed with or without cause, by the person or persons who
appointed the officer or by the Board.
Section 6. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
section 3 of this Article, such vacancy may be filled by the superior officer
upon whom such power may be conferred by the Board of Directors.
Section 7. Chairman. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the stockholders and directors. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of Directors.
Section 8. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board) preside at meetings of the stockholders and Directors
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He may sign, with any other proper officer, certificates
for shares of the Corporation and any deeds, bonds, mortgages, contracts and
other documents which the Board of Directors has authorized to be executed,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or these By-Laws, to some other officer or agent of the
Corporation. In addition, the Chief Executive Officer shall perform whatever
duties and shall exercise whatever powers as may be prescribed from time to time
by the Board of Directors.
Section 9. President. The President shall be an executive officer of
the Corporation; shall (in the absence of both the Chairman of the Board and
the Chief Executive Officer) preside at meetings of the stockholders and
Directors; and shall have general and active management of the business of the
Corporation; and shall be responsible to the Chief Executive Officer. He may
sign, with any other proper officer, certificates for shares of the Corporation
and any deeds, bonds, mortgages, contracts and other documents which the Board
of Directors has authorized to be executed, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors or these By-Laws, to some
other officer or agent of the Corporation. In addition, the President shall
perform whatever duties and shall exercise whatever powers as may be prescribed
from time to time by the Board of Directors. The President shall also be known
as the Chief Operating Officer of the Corporation.
Section 10. Chief Technology Officer. The Chief Technology Officer
shall be an executive officer of the Corporation. The Chief Technology Officer
shall be responsible to the Board of Directors, the Chief Executive Officer and
the President for all technological systems and related operations, including,
but not limited to telecommunications business systems and Internet based
business systems and implementation of any upgrades, new services, repairs or
changes to the same. He shall perform such other duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or the President.
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Section 11. Chief People Officer. The Chief People Officer shall be an
executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business development, business units and customer service.
He shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Section 12. Vice President. In the absence of or inability of the
President to act, the Vice President shall perform the duties and exercise the
powers of the President and shall perform such other functions as the Board of
Directors may from time to time prescribe.
Section 13. Secretary. The Secretary, when available, shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings, in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors as required by law
or these By-Laws, be custodian of the Corporate records and have general charge
of the stock books of the Corporation and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He may sign, with any other proper officer, certificates for stock of
the Corporation and shall keep in safe custody the seal of the Corporation,
and, when authorized by the Board, affix the same to any instrument requiring,
it and, when so affixed, it shall be attested by his signature.
Section 14. Assistant Secretaries. Any Assistant Secretary shall, in
the absence or disability of the Secretary perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 15. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Section 16. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may designate. He shall
exhibit at all reasonable times his books and accounts to any Director or
stockholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the condition of the
finances of the Corporation at each stated meeting of the Board of Directors if
called upon to do so, and a full report at the annual meeting of stockholders.
He shall keep at the office of the Corporation correct books of account of all
of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer as may be prescribed by the President or Board of Directors
from time to time.
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Section 17. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasurer perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as may be
prescribed by the Board of Directors or the President.
Section 18. Bonding. If required by the Board of Directors all or
certain of the officers shall give the Corporation a bond in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of the duties of their office and for the restoration
to the Corporation, in case of their death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation.
Section 19. Salaries. The salary or other compensation of officers
shall be fixed from time to time by the Board of Directors. The Board of
Directors may delegate to any officer the power to fix from time to time the
salary or other compensation of officers and agents appointed in accordance with
the provisions of Section 3 of this Article.
Section 20. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
he shall have full power and authority to attend and to act and to vote at any
meeting of stockholders of any corporation in which this Corporation may hold
shares and at any such meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of such shares which, as the
owner thereof, the Corporation might have possessed and exercised, if present.
The Board of Directors by resolution from time to time may confer like powers
upon any other person or persons.
ARTICLE VI
CERTIFICATES REPRESENTING STOCK
Section 1. Form of Certificates. The certificates representing stock of
the Corporation shall be in such form, not inconsistent with statutory
provisions and the Certificate of Incorporation, as shall be approved by the
Board of Directors. The certificates shall be signed by the President of the
Corporation and sealed with the corporate seal or a facsimile thereof. In case
any officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued with the same effect as if he were such officer at the
date of its issuance. All certificates shall be consecutively numbered and the
name of the person owning the stock represented thereby, with the number of such
shares and the date of issue, shall be entered on the Corporation's books.
Section 2. Ownership of Stock. The Corporation shall be entitled to
treat the holder of record of any share or as the owner of such stock with all
of the rights of ownership and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.
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Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct, as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
Section 4. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of the uncertified shares such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding stock in the
manner and upon the terms and conditions provided by the Certificate of
Incorporation, the By-Laws and the applicable laws of the State of Delaware.
Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its discretion, deems proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or abolish
any reserve in the same manner in which it was created.
Section 3. Seal. If one be adopted, the corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced. Any
officer of the Corporation shall have authority to affix the seal to any
document requiring it.
Section 4. Fiscal Year. Unless another fiscal year shall be fixed by
resolution of the Board of Directors, the fiscal, year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September of
each year.
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Section 5. Reports of Situation and Amount of Business. The Board of
Directors shall, when requested by the holders of at least one-tenth (1/10) of
the outstanding voting stock of the Corporation, present written reports of the
situation and amount of business of the Corporation and shall present a full and
clear statement of the business and condition of the Corporation at every annual
meeting.
Section 6. Checks, Notes, 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 7. Examination of Books and Records. Any person who shall have
been a shareholder of record for at least six (6) months immediately preceding
his demand, or who shall be the holder of record of at least ten percent (10%)
of all the outstanding shares of the Corporation, upon written demand stating
the purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, the books and
records of account, minutes, and record of stockholders of the Corporation, and
shall be entitled to make extracts therefrom.
Section 8. Indemnification of Directors. Subject to the applicable laws
of the State of Delaware, the Corporation shall indemnify any director, officer,
or employee, or former director, officer, or employee of the Corporation, or any
person who may have served at its request as a director, officer, or employee
of another corporation in which it owns stock, or of which it is a creditor,
against expenses actually and necessarily incurred by him and any amount paid in
satisfaction of judgments in connection with any action, suit or proceeding
whether civil or criminal in nature, in which he is made a party by reason of
being or having been such a director, officer or employee (whether or not a
director, officer, or employee at the time such costs or expenses are incurred
by or imposed upon him) except in relation to the matters as to which he shall
be adjudged in such action, suit, or proceeding to be liable for gross
negligence or willful misconduct in the performance of duty. The Corporation may
also reimburse to any director, officer, or employee the reasonable costs of
settlement of any action, suit or proceeding, if it shall be found by a majority
of the Board of the Directors not involved in the matter in controversy, whether
or not a quorum, that it was to the interest of the Corporation that such
settlement be made and that such director, officer or employee was not guilty of
gross negligence or willful misconduct. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
director, officer, or employee may be entitled by law or under any By-law,
agreement, vote of stockholders, or otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination
made in good faith by the stockholders or the Board of Directors shall be
effective, valid and binding although the same may not have been taken or made
in strict compliance with the By-Laws of the Corporation.
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ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, at any regular meeting of the stockholders or of the Board of
Directors or, at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.
Dated: July 7, 1998
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