AMENDED
BY-LAWS
OF
ALL COMMUNICATIONS CORPORATION
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Adopted August 16, 1991
ARTICLE I
OFFICES
1. Registered Office and Agent.--The registered office of the Corporation
in the State of New Jersey is at 111 Northfield Avenue, Suite 201, West Orange,
New Jersey
The registered agent of the Corporation at such office is ROBERT B. KRONER
2. Principal Place of Business.--The principal place of business of the
Corporation is Suite 224, 7 Lincoln Highway, Edison, New Jersey
3. Other Places of Business.--Branch or subordinate places of business or
offices may be established at any time by the Board at any place or places where
the Corporation is qualified to do business.
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ARTICLE II
SHAREHOLDERS
1. Annual Meeting.--The annual meeting of shareholders shall be held upon
not less than ten nor more than sixty days written notice of the time, place,
and purposes of the meeting at 10:00 o'clock a.m. on the 16th day of the month
of August of each year at Suite 224, 7 Lincoln Highway, Edison, New Jersey or at
such other time and place as shall be specified in the notice of meeting, in
order to elect directors and transact such other business as shall come before
the meeting. If that date is a legal holiday, the meeting shall be held at the
same hour on the next succeeding business day.
2. Special Meetings.--A special meeting of shareholders may be called for
any purpose by the president or the Board. A special meeting shall be held upon
not less than ten nor more than sixty days written notice of the time, place,
and purposes of the meeting.
3. Action Without Meeting.--The shareholders may act without a meeting by
written consent in accordance with N.J.S.A. 14A:5-6. Such
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consents may be executed together, or in counterparts, and shall be filed in the
Minute Book. Special rules apply to the annual election of directors, mergers,
consolidations, acquisitions of shares or the sales of assets.
4. Quorum.--The presence at a meeting in person or by proxy of the holders
of shares entitled to cast 8 majority of the votes shall constitute a quorum.
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ARTICLE III
BOARD OF DIRECTORS
1. Number and Term of Office.--The Board shall consist of no more than 5
and no less then 2 members. The Board shall be divided into three classes of
directors. Each class shall be elected for a term of three years, provided
however that upon adoption of this By Law Amendment, Class I shall serve for 1
year, Class II shall serve for 2 years and Class III shall serve for 3 years.
Each Director shall be elected by the shareholders and hold office until the
annual meeting of shareholders at the conclusion of their term and until that
director's successor shall have been elected and qualified.
2. Regular Meetings.--A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual shareholders'
meeting for the purposes of electing officers and conducting such other business
as may come before the meeting. The Board, by resolution, may provide for
additional regular meetings which may be held without notice, except to members
not present at the time of the adoption of the resolution.
3. Special Meeting--A special meeting of the Board may be called at any
time by the president or by directors for any purpose. Such meeting shall be
held upon 1 days notice if given orally, (either by telephone or in
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person,) or by telegraph, or by 2 days notice if given by depositing the notice
in the United States mails, postage prepaid. Such notice shall specify the time
and place of the meeting.
4. Action Without Meeting.--The Board may act without a meeting if, prior
or subsequent to such action, each member of the Board shall consent in writing
to such action. Such written consent or consents shall be filed in the minute
book.
5. Quorum.--2/3 of the entire Board shall constitute a quorum for the
transaction of business.
6. Vacancies in Board of Directors.--Any vacancy in the Board may be filled
by the affirmative vote of a majority of the remaining directors, even though
less than a quorum of the Board, or by a sale remaining director.
7. Removal of Directors.--Any director may be removed for cause, or without
cause unless otherwise provided in the certificate of incorporation, by a
majority vote of shareholders.
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8. Presence at Meetings.--Where appropriate communication facilities are
reasonably available, any or all directors shall have the right to participate
in all or any part of a meeting of the board or a committee of the board by
means of conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.
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ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these by-laws, by the certificate of incorporation,
or by the New Jersey Business Corporation Act may be waived in writing by any
person entitled to notice. The waiver or waivers may be executed either before
or after the event with respect to which notice is waived. Each director or
shareholder attending a meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have waived notice of the
meeting.
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ARTICLE V
OFFICERS
1. Election.--At its regular meeting following the annual meeting of
shareholders, the Board shall elect a president, a treasurer, a secretary, and
it may elect such other officers, including one or more vice presidents, as it
shall deem necessary. One person may hold two or more offices.
2. Duties and Authority of President.--The president shall be chief
executive officer of the Corporation. Subject only to the authority of the
Board, he shall have general charge and supervision over, and responsibility
for, the business and affairs of the Corporation. Unless otherwise directed by
the Board, all other officers shall be subject to the authority and supervision
of the President. The president may enter into and execute in the name of the
Corporation contracts or other instruments in the regular course of business or
contracts or other instruments not in the regular course of business which are
authorized, either generally or specifically, by the Board. He shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
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3. Duties and Authority of Vice President. The vice president shall perform
such duties and have such authority as from time to time may be delegated to him
by the president or by the Board. In the absence of the president or in the
event of his death, inability, or refusal to act, the vice president shall
perform the duties and be vested with the authority of the president.
4. Duties and Authority of Treasurer.--The treasurer shall have the
custody of the funds and securities of the Corporation and shall keep or cause
to be kept regular books of account for the Corporation. The treasurer shall
perform such other duties and possess such other powers as are incident to that
office or as shall be assigned by the president or the Board.
5. Duties and Authority of Secretary.--The secretary shall cause notices
of all meetings to be served as prescribed in these by-laws and shall keep or
cause to be kept the minutes of all meetings of the shareholders and the Board.
The secretary shall have charge of the seal of the Corporation.
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The secretary shall perform such other duties and possess such other powers as
are incident to that office or as are assigned by the president or the Board.
6. Removal and Resignation of Officers; Filling of Vacancies.
A. Any officer elected by the board may be removed by the board with or
without cause. An officer elected by the shareholders may be removed, with
or without cause, only by vote of the shareholders but his authority to act
as an officer may be suspended by the board for cause. The removal of an
officer shall be without prejudice to his contract rights, if any. Election
of an officer shall not of itself create contract rights.
B. An officer may resign by written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at such
subsequent time as shall be specified in the notice of resignation.
C. Any vacancy occurring among the officers, however caused, shall be filled
by the board.
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ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS;
FISCAL YEAR
1. Force and Effect of By-Laws.--These by-laws are subject to the
provisions of the New Jersey Business Corporation Act and the Corporation's
certificate of incorporation, as it may be amended from time to time. If any
provision in these by-laws is inconsistent with a provision in the Act or the
certificate of incorporation, the provision of that Act or the certificate of
incorporation shall govern.
2. Wherever in these by-laws references are made to more than one
incorporator, director, or shareholder, they shall, if this is a sole
incorporator, director, shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of majorities or
quorums shall be deemed to mean the action by the one person constituting the
corporation.
3. Amendments by By-laws.--These by-laws may be altered, amended, or
repealed by the shareholders or the board. Any by-law adopted, amended, or
repealed by the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such by-law
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expressly reserves to the shareholders the right to amend or repeal it.
4. Fiscal Year.--The fiscal year of the Corporation shall begin on the
first day of January of each year.
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