EXHIBIT 3.36
BYLAWS
OF
ACS OF FAIRBANKS LICENSE SUB, INC.
1. CORPORATE OFFICES
1.1 Business Office. The principal office of 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, required by AS 10.06.150, shall be located within the State of
Alaska and may be, but need not be identical with the principal office. The
address of the registered office may be changed from time to time.
2. SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of the
Shareholders of the Corporation shall be held within ninety (90) 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, the Chairman of the Board, 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 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
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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 twenty (20) or
more than sixty (60) 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.
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
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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. The original of the
proxy shall be filed with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven (11) 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.
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.
3. 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.
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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 prior 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.
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
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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.
4. OFFICERS
4.1 Number. The officers of the Corporation shall be a
Chairman of the Board/Chief Executive Officer, a President/Chief Operating
Officer, a Chief Financial Officer, such vice presidents (executive, senior, or
without additional distinction) as shall be appointed by the Board of Directors,
a Secretary and/or Assistant Secretaries, and a Treasurer/Controller, each of
whom 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.
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 annual 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.
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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 for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be 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.
4.5.1 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 Board of Directors.
4.5.2 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 depositories 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 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.
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4.6 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.
5. 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, of 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 or 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.
6. 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 canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed, or mutilated
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certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
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.
7. FISCAL YEAR
7.1 The fiscal year of the Corporation shall begin on the
1st day of January and end on the 31st day of December of each year, unless the
Board of Directors, by resolution, establishes a different fiscal year.
8. DIVIDENDS
8.1 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.
9. WAIVER OF NOTICE
9.1 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.
10. AMENDMENTS
10.1 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.
11. CORPORATE SEAL
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11.1 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".
ADOPTED as of the 11th day of August, 2000.
/s/ Wesley E. Carson
----------------------
President
ATTEST:
/s/ Donn T. Wonnell
- ------------------------
Corporate Secretary
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