Exhibit 3.5
LORAL ORION, INC.
(FORMERLY KNOWN AS LORAL CYBERSTAR, INC.)
Incorporated Under the Laws of
the State of Delaware
AMENDED AND RESTATED BY-LAWS
----------------------------
ARTICLE I
OFFICES
The registered office of the Corporation in Delaware shall
be at 1209 Orange Street in the City of Wilmington, County of New Castle, in
the State of Delaware, and The Corporation Trust Company shall be the resident
agent of this Corporation in charge thereof. The Corporation may also have
such other offices at such other places, within or without the State of
Delaware, as the Board of Directors may from time to time designate or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of stockholders
for the election of directors and the transaction of any other business shall be
held on the day of each year, or as soon after such date as may be practicable,
in such city and state and at such time and place as may be designated by the
Board of Directors, and set forth in the notice of such meeting. If said day be
a legal holiday, said meeting shall be held on the next succeeding business day.
At the annual meeting any business may be transacted and any corporate action
may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.
Section 2. SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose may be called at any time by the Board of
Directors, or by the President, and shall be called by the President at the
request of the holders of a majority of the outstanding shares of capital stock
entitled to vote. Special meetings shall be held at such place or places within
or without the State of Delaware as shall from time to time be designated by the
Board of Directors and stated in the notice of such meeting. At a special
meeting no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting.
Section 3. NOTICE OF MEETINGS. Written notice of the time and
place of any stockholder's meeting, whether annual or special, shall be given to
each stockholder entitled to vote thereat, by personal delivery or by mailing
the same to him at
his address as the same appears upon the records of the Corporation at least ten
(10) days but not more than sixty (60) days before the day of the meeting.
Notice of any adjourned meeting need not be given except by announcement at the
meeting so adjourned, unless otherwise ordered in connection with such
adjournment. Such further notice, if any, shall be given as may be required by
law.
Section 4. QUORUM. Any number of stockholders, together
holding at least a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote, who shall be present in person or represented
by proxy at any meeting duly called, shall constitute a quorum for the
transaction of al business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws.
Section 5. ADJOURNMENT OF MEETINGS. If less than a quorum
shall attend at the time for which a meeting shall have been called, the meeting
may adjourn from time to time by a majority vote of the stockholders present or
represented by proxy and entitled to vote without notice other than by
announcement a the meeting until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the stockholders present or
represented by proxy and entitled to vote. At any adjourned meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken which might have been transacted at the meeting as originally
called.
Section 6. VOTING LIST. The Secretary shall prepare and make,
at least ten days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such
list shall be open at the place where the election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 7. VOTING. Each stockholder entitled to vote at any
meeting may vote either in person or by proxy, but no proxy shall be voted on or
after three years from its date, unless said proxy provides for a longer period.
Each stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be determined by the affirmative vote of
the majority of shares present in person or by proxy and entitled to vote on the
subject matter. Voting at meetings of stockholders need not be by written
ballot.
-2-
Section 8. RECORD DATE OF STOCKHOLDERS. The Board of Directors
is authorized to fix in advance a date not exceeding sixty days nor less than
ten days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of stockholders for any
purposes, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid.
Section 9. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any annual or special meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than 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 and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders.
Section 10. CONDUCT. The Chairman of the Board of Directors
or, in his absence the President or any Vice President designated by the
Chairman of the Board, shall preside at all regular or special meetings of
stockholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to rules
respecting the time allotted to stockholders to speak, governing all aspects of
the conduct of such meetings.
ARTICLE III
DIRECTORS
Section 1. NUMBER AND QUALIFICATIONS. The Board of Directors
shall consist initially of three directors, and
-3-
thereafter shall consist of such number as may be fixed from time to time by
resolution of the Board. The directors need not be stockholders.
Section 2. ELECTION OF DIRECTORS. The directors shall be
elected by the stockholders at the annual meeting of stockholders.
Section 3. DURATION OF OFFICE. The directors chosen at any
annual meeting shall, except as hereinafter provided, hold office until the next
annual election and until their successors are elected and qualify.
Section 4. REMOVAL AND RESIGNATION OF DIRECTORS. Any director
may be removed from the Board of Directors, with or without cause, by the
holders of a majority of the shares of capital stock entitled to vote, either by
written consent or consents or at any special meeting of the stockholders called
for that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless so specified
therein.
Section 5. FILLING OF VACANCIES. Any vacancy among the
directors, occurring from any cause whatsoever, may be filled by a majority of
the remaining directors, though less than a quorum, provided, HOWEVER, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and PROVIDED, FURTHER, that if the directors fail to
fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
before such increase.
Any person elected to fill a vacancy shall hold office,
subject to the right of removal as hereinbefore provided, until the next annual
election and until his successor is elected and qualifies.
Section 6. REGULAR MEETINGS. The Board of Directors shall hold
an annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the stockholders, provided a
quorum of directors is present. Other regular meetings may be held at such times
as may be determined from time to time by resolution of the Board of Directors.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
President.
-4-
Section 8. NOTICE AND PLACE OF MEETINGS. Meetings of the Board
of Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.
Section 9. BUSINESS TRANSACTED AT MEETINGS, ETC. Any business
may be transacted and any corporate action may be taken at any regular or
special meeting of the Board of Directors at which a quorum shall be present,
whether such business or proposed action be stated in the notice of such meeting
or not, unless special notice of such business or proposed action shall be
required by statute.
Section 10. QUORUM. A majority of the Board of Directors at
any time in office shall constitute a quorum. At any meeting at which a quorum
is present, the vote of a majority of the members present shall be the act of
the Board of Directors unless the act of a greater number is specifically
required by law or by the Certificate of Incorporation or these By-laws. The
members of the Board shall act only as the Board and the individual members
thereof shall not have any powers as such.
Section 11. COMPENSATION. The directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.
Section 12. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.
Section 13. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT.
Members of the Board of Directors, or any committee designated by the Board of
Directors, shall, except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, have the power to participate in a meeting of
the Board of Directors, or any committee, by means of a conference telephone
-5-
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board, which Committee shall, during the intervals between meetings of
the Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware General Corporation
Law, and shall have power to authorize the seal of the Corporation to be affixed
to all papers which may require it.
Any member of the Executive Committee may be removed at any
time, with or without cause, by a resolution of a majority of the whole Board of
Directors.
Any person ceasing to be a director shall IPSO FACTO cease to
be a member of the Executive Committee.
Any vacancy in the Executive Committee occurring from any
cause whatsoever may be filled from among the directors by a resolution of a
majority of the whole Board of Directors.
Section 2. OTHER COMMITTEES. Other committees, whose members
need not be directors, may be appointed by the Board of Directors or the
Executive Committee, which committees shall hold office for such time and have
such powers and perform such duties as may from time to time be assigned to them
by the Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time,
with or without cause, by the Board of Directors or the Executive Committee. Any
vacancy in a committee occurring from any cause whatsoever may be filled by the
Board of Directors or the Executive Committee.
Section 3. RESIGNATION. Any member of a committee may resign
at any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective unless so specified therein.
Section 4. QUORUM. A majority of the members of a committee
shall constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a
-6-
quorum is present shall be the act of such committee. The members of a committee
shall act only as a committee, and the individual members thereof shall not have
any powers as such.
Section 5. RECORD OF PROCEEDINGS, ETC. Each committee shall
keep a record of its acts and proceedings, and shall report the same to the
Board of Directors when and as required by the Board of Directors.
Section 6. ORGANIZATION, MEETINGS, NOTICES, ETC. A committee
may hold its meetings at the principal office of the Corporation, or at any
other place which a majority of the committee may at any time agree upon. Each
committee may make such rules as it may deem expedient for the regulation and
carrying on of its meetings and proceedings. Unless otherwise ordered by the
Executive Committee, any notice of a meeting of such committee may be given by
the Secretary of the Corporation or by the chairman of the committee and shall
be sufficiently given if mailed to each member at his residence or usual place
of business at least two days before the day on which the meeting is to be held,
or if sent to him at such place by telegraph or cable, or delivered personally
or by telephone not later than 24 hours before the time at which the meeting is
to be held.
Section 7. COMPENSATION. The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the Board
of Directors.
ARTICLE V
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. The Board of Directors in its discretion may also elect a
Chairman of the Board of Directors.
Section 2. ELECTION TERM OF OFFICE AND QUALIFICATIONS. The
officers, except as provided in Section 3 of this Article V, shall be chosen
annually by the Board of Directors. Each such officer shall, except as herein
otherwise provided, hold office until his successor shall have been chosen and
shall qualify. The Chairman of the Board of Directors, if any, and the President
shall be directors of the Corporation, and should any one of them cease to be a
director, he shall IPSO FACTO cease to be such officer. Except as otherwise
provided by law, any number of offices may be held by the same person.
Section 3. OTHER OFFICERS. Other officers, including one or
more additional vice-presidents, assistant secretaries or assistant treasurers,
may from time to time be appointed by the Board of Directors, which other
officers shall have such powers
-7-
and perform such duties as may be assigned to them by the Board of Directors or
the officer or committee appointing them.
Section 4. REMOVAL OF OFFICERS. Any officer of the Corporation
may be removed from office, with or without cause, by a vote of a majority of
the Board of Directors.
Section 5. RESIGNATION. Any officer of the Corporation may
resign at any time. Such resignation shall be in writing and shall take effect
at the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary in order to make it effective, unless so specified therein.
Section 6. FILLINGS OF VACANCIES. A vacancy in any office
shall be filled by the Board of Directors or by the authority appointing the
predecessor in such office.
Section 7. COMPENSATION. The compensation of the officers
shall be fixed by the Board of Directors, or by any committee upon whom power in
that regard may be conferred by the Board of Directors.
Section 8. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall be a director and shall preside at all meetings of
the Board of Directors at which he shall be present, and shall have such power
and perform such duties as may from time to time be assigned to him by the Board
of Directors.
Section 9. PRESIDENT. The President shall, when present,
preside at all meetings of the stockholders, and, in the absence of the Chairman
of the Board of Directors, at meetings of the Board of Directors. He shall have
power to call special meetings of the stockholders or of the Board of Directors
or of the Executive Committee at any time. He shall be the chief executive
officer of the Corporation, and shall have the general direction of the
business, affairs and property of the Corporation, and of its several officers,
and shall have and exercise all such powers and discharge such duties as usually
pertain to the office of President.
Section 10. VICE PRESIDENTS. The Vice Presidents, or any of
them, shall, subject to the direction of the Board of Directors, at the request
of the President or in his absence, or in case of his inability to perform his
duties from any cause, perform the duties of the President, and, when so acting,
shall have all the powers of, and be subject to all restrictions upon, the
President. The Vice Presidents shall also perform such other duties as may be
assigned to them by the Board of Directors, and the Board of Directors may
determine the order of priority among them.
-8-
Section 11. SECRETARY. The Secretary shall perform such duties
as are incident to the office of Secretary, or as may from time to time be
assigned to him by the Board of Directors, or as are prescribed by these
By-laws.
Section 12. TREASURER. The Treasurer shall perform such duties
and have powers as are usually incident to the office of Treasurer or which may
be assigned to him by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
Section 1. ISSUE OF CERTIFICATES OF STOCK. Certificates of
capital stock shall be in such form as shall be approved by the Board of
Directors. They shall be numbered in the order of their issue and shall be
signed by the Chairman of the Board of Directors, the President or one of the
Vice Presidents, and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, and the seal of the Corporation or a facsimile thereof
shall be impressed or affixed or reproduced thereon, PROVIDED, HOWEVER, that
where such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any such Chairman of the Board of Directors,
President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer may be facsimile. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on
any such certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon have not ceased to be such officer or officers of the
Corporation.
Section 2. REGISTRATION AND TRANSFER OF SHARES. The name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him, the numbers of the certificates covering such shares and the dates of
issue of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in person,
or by their duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment or power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer.
-9-
The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock
and may appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.
Section 3. LOST, MOVED, MUTILATED CERTIFICATES. The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, and the
Board of Directors may, in its discretion, require the owner of the lost, stolen
or destroyed certificate, or his legal representatives, to give the Corporation
a bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. GENERAL DISCRETION OF DIRECTORS. The Board of
Directors shall have power to fix and vary the amount to be set aside or
reserved as working capital of the Corporation, or as reserves, or for other
proper purposes of the Corporation, and, subject to the requirements of the
Certificate of Incorporation, to determine whether any, if any, part of the
surplus or net profits of the Corporation shall be declared as dividends and
paid to the stockholders, and to fix the date or dates for the payment of
dividends.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR. The fiscal year of the Corporation
shall commence on the first day of January and end on the last day of December.
Section 2. CORPORATE SEAL. The corporate seal shall be in such
form as approved by the Board of Directors and may be altered at their pleasure.
The corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 3. NOTICES. Except as otherwise-expressly provided,
any notice required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled thereto at his address, as the same appears
upon the books of the Corporation, or by telegraphing or cabling the same
-10-
to such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled.
Section 4. WAIVER OF NOTICE. Any stockholder or director may
at any time, by writing or by telegraph or by cable, waive any notice required
to be given under these By-laws, and if any stockholder or director shall be
present at any meeting his presence shall constitute a waiver of such notice.
Section 5. CHECKS, DRAFTS. ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation, and in such manner, as shall from time to
time be designated by resolution of the Board of Directors.
Section 6. DEPOSITS. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such bank or
banks, trust companies or other depositories as the Board of Directors may
select, and, for the purpose of such deposit, checks, drafts, warrants and other
orders for the payment of money which are payable to the order of the
Corporation, may be endorsed for deposit, assigned and delivered by any officer
of the Corporation, or by such agents of the Corporation as the Board of
Directors or the President may authorize for that purpose.
Section 7. VOTING STOCK OF OTHER CORPORATIONS. Except as
otherwise ordered by the Board of Directors or the Executive Committee, the
President or the Treasurer shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the stockholders
of any corporation of which the Corporation is a stockholder and to execute a
proxy to any other person to represent the Corporation at any such meeting, and
at any such meeting the President or the Treasurer or the holder of any such
proxy, as the case may be, SHALL possess and may exercise any and all rights and
powers incident to ownership of such stock and which, as owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors or the Executive Committee may from time to time confer like powers
upon any other person or persons.
Section 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The
Corporation shall indemnify any and all of its directors or officers, including
former directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
-11-
ARTICLE IX
AMENDMENTS
The Board of Directors shall have the power to make, rescind,
alter, amend and repeal these By-laws, PROVIDED, HOWEVER, that the stockholders
shall have power to rescind, alter, amend or repeal any by-laws made by the
Board of Directors, and to enact by-laws which if so expressed shall not be
rescinded, altered, amended or repealed by the Board of Directors. No change of
the time or place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the laws of the State of
Delaware.
Effective Date: January 8, 2002
-12-