EXHIBIT 3.24
AMENDED AND RESTATED BYLAWS
OF
ACS INTERNET, INC.
ARTICLE I
CORPORATE OFFICES
1.1 BUSINESS OFFICE. The principal office of the ACS Internet, Inc.
(the "corporation") shall be located at any place whether within or outside the
State of Alaska as designated by the Board of Directors. The corporation may
have such other offices, either within or without the State of Alaska as the
board of directors may designate or as the business of the corporation may
require from time to time.
1.2 REGISTERED OFFICE. The registered office of the corporation, shall
be established and maintained at the office of The Corporation Trust Company and
The Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle, State of Delaware. The address of the registered office
may be changed from time to time.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders of the
corporation shall be held within one-hundred eighty (180) days of the close of
the corporation's fiscal year, at a time and date as determined by the board of
directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, described in the meeting notice, may be called by the board
of directors or the president, and shall be called by the president at the
request of the holders of not less than ten percent (10%) of all outstanding
votes of entitled to be cast on any issue at the meeting.
2.3 PLACE OF SHAREHOLDER MEETING. The board of directors may designate
any place, either within or without the State of Alaska as the place of meeting
for any annual or any special meeting of the shareholders, unless by written
consents, which may be in the form, of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place,
whether within or without the State of Alaska, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be the principal
office of the corporation in the State of Alaska.
2.4 NOTICE OF MEETING. Written notice stating the place, day, and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting was called, shall unless otherwise prescribed by statute or
waived by the shareholders, be delivered not less than ten (10) days before the
date of the meeting, either personally or confirmed by telecopy, by or at the
direction of the President, or the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
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2.5 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors of the corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed, in any case thirty (30) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least
thirty (30) 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 shareholders. If the stock transfer
books are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
2.6 VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address and the number of
shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
2.7 QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. 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
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.8 PROXIES. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or his or her duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six (6) months from the date of its execution, unless otherwise provided in the
proxy.
2.9 VOTING OF SHARES. Subject to the provisions of the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.
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2.10 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name
of another corporation may be voted by such officer, agent, or proxy as the
bylaws of such corporation may prescribe or, in the absence of such provisions,
as the board of directors of such corporation may determine, or, in the absence
of such determination, by the president or chairman of such corporation.
2.11 INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III
BOARD OF DIRECTORS
3.1 GENERAL POWERS. The board of directors shall manage the property
and business of the corporation and shall have and may exercise all of the
powers of the corporation, except such as are reserved to or may be conferred
upon the shareholders of the corporation. The directors shall have the power to
make and change from time to time rules and regulations not inconsistent with
these bylaws for the management of the business and affairs of the corporation.
3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall
not be less than three unless all of the outstanding shares are owned,
beneficially and of record by less than three shareholders, in which event the
number of Directors shall not be less than the number of shareholders. Each
director shall hold office until the next annual meeting of shareholders and
until his or her successor shall have been elected and qualified. In the event
of the death, resignation, or removal of a director, his or her successor or
replacement shall be chosen at a special meeting or at the next annual meeting
of the shareholders. A chairman of the board of directors may be selected by the
directors.
3.3 REGULAR MEETINGS. A regular meeting of the board of directors shall
be held without other notice than these Bylaws immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
3.4 SPECIAL MEETINGS. Special meetings of the board of directors may be
called by any director, who may fix the place for holding any special meeting of
the board of directors called by him or her.
3.5 NOTICE. Notice of any special meeting shall be given at least ten
(10) days previously thereto by written notice delivered personally or by
telecopy to each director at his or her business address. Any director may waive
notice of any meeting. The 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
because the meeting is not lawfully called or convened.
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3.6 QUORUM. The quorum of the board of directors shall consist of a
majority of directors, and any resolution or other action taken at a meeting of
the board of directors shall be adopted by an affirmative vote of a majority of
the directors present, except as otherwise provided in the bylaws or the
Articles of Incorporation. Meetings of the board of directors may be held by
telephone conference calls.
3.7 ACTION WITHOUT A MEETING. Any action that may be taken by the board
of directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed by all the
directors.
3.8 VACANCIES. Any vacancy occurring in the board of directors may be
filled by a person or persons elected at a special or annual meeting of the
shareholders. A director elected to fill a vacancy caused by death, resignation,
or removal, or by reason of an increase in the number of directors shall be
elected for the unexpired terms of his or her predecessor or other directors in
the office.
3.9 COMPENSATION. By resolution of the board of directors, each
director may be paid his or her expenses, if any, of attendance at each meeting
of the board of directors, including reasonable travel expenses. Otherwise,
directors shall serve without compensation. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
3.10 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting or unless he
or she shall file his or her written dissent to such action with the person
acting as 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.
3.11 REMOVAL. Any director may be removed with or without cause at any
time by the shareholders at a special meeting called for that purpose and may be
removed for cause by action of the board of directors.
ARTICLE IV
OFFICERS
4.1 NUMBER. The officers of the corporation shall be Chairman of the
Board/Chief Executive Officer, a President, a Chief Financial Officer/Treasurer,
a Secretary, and such vice presidents (executive, senior or without additional
distinction), as shall be appointed by the board of directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the board of directors.
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4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation to be
elected by the board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after each meeting
of the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner hereinafter provided.
4.3 REMOVAL. Any officer may be removed at the discretion of the board
of directors.
4.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the board of directors
for the unexpired portion of the term.
4.5 DUTIES OF OFFICERS. The Chairman of the Board or the President
shall preside at all meetings of the shareholders and of the board of directors.
Any officer of the corporation authorized by the board of directors may execute
or sign certificates of shares of the corporation, any deeds, mortgages, bonds,
contracts or other instruments which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these bylaws of the Articles
of Incorporation, or shall be required by law to be otherwise signed or
executed. In general, the officers shall perform all duties incident to their
offices and such other duties as may be prescribed by the board of directors
from time to time.
4.6 TREASURER. The Treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the President or board of directors. If required by the board
of directors, the Treasurer shall give a bond for the faithful discharge of his
or her duties in such sum and with such surety or sureties as the board of
directors shall determine.
4.7 SECRETARY. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, certificates
of shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the President or by the board of directors.
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4.8 SALARIES. The salaries of the officers shall be fixed from time to
time by the board of directors and no officer shall be prevented from receiving
such salary by reason of the fact that he or she is also a director of the
corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
5.1 CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances or restricted by agreement, the
bylaws, or the Articles of Incorporation.
5.2 LOANS. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the board of directors. Such authority may be general or
confined to specific instances and, as limited by agreement, these bylaws, or
the Articles of Incorporation.
5.3 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 determined
by resolution of the board of directors.
5.4 DEPOSITS. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the board of directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the board of
directors to do so, and sealed with the corporate seal. All certificates of
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.
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6.2 TRANSFER OF SHARES. Transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
7.1 FISCAL YEAR. The fiscal year of the corporation shall begin on the
first day of January and end on the last day of December of each year, unless
the board of directors, by resolution, establishes a different fiscal year.
ARTICLE VIII
DIVIDENDS
8.1 DIVIDENDS. The board of directors may from time to time declare,
and the corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and the Articles of
Incorporation.
ARTICLE IX
WAIVER OF NOTICE
9.1 WAIVER OF NOTICE. Unless otherwise provided by law, whenever any
notice is required to be given to any shareholder or director of the corporation
under the provisions of these bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the Alaska Business Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated herein shall be deemed
equivalent to the giving of such notice.
ARTICLE X
AMENDMENTS
10.1 AMENDMENTS. These bylaws may be altered, amended, or repealed and
new bylaws may be adopted by the board of directors at any regular or special
meeting of the board of directors.
ARTICLE XI
CORPORATE SEAL
11.1 CORPORATE SEAL. The board of directors shall provide a corporate
seal which shall be circular in form and shall have inscribed thereon the name
of the corporation and the state of incorporation and the words, "Corporate
Seal".
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ADOPTED as of the 25th day of September, 2003.
/s/ Charles Robinson
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President
ATTEST:
/s/ Leonard Steinberg
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Secretary
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