Exhibit 3.12
CCH I CAPITAL CORP.
AMENDED AND RESTATED BYLAWS
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TABLE OF CONTENTS
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ARTICLE I. OFFICES....................................................... 1
Section 1. Registered Office......................................... 1
Section 2. Other Offices............................................. 1
ARTICLE II. MEETINGS OF STOCKHOLDERS..................................... 1
Section 1. Place of Meetings......................................... 1
Section 2. Annual Meetings........................................... 1
Section 3. Special Meetings.......................................... 1
Section 4. Notice of Meetings........................................ 1
Section 5. Quorum; Adjournment....................................... 2
Section 6. Proxies and Voting........................................ 2
Section 7. Stock List................................................ 3
Section 8. Actions by Stockholders................................... 3
ARTICLE III. BOARD OF DIRECTORS.......................................... 4
Section 1. Duties and Powers......................................... 4
Section 2. Number and Term of Office................................. 4
Section 3. Vacancies................................................. 4
Section 4. Meetings.................................................. 4
Section 5. Quorum.................................................... 4
Section 6. Actions of Board Without a Meeting........................ 5
Section 7. Meetings by Means of Conference Telephone................. 5
Section 8. Committees................................................ 5
Section 9. Compensation.............................................. 5
Section 10. Removal................................................... 6
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ARTICLE IV. OFFICERS..................................................... 6
Section 1. General................................................... 6
Section 2. Election; Term of Office; Resignation; Removal............ 6
Section 3. Chairman of the Board..................................... 6
Section 4. President................................................. 6
Section 5. Vice President............................................ 7
Section 6. Secretary................................................. 7
Section 7. Assistant Secretaries..................................... 7
Section 8. Treasurer................................................. 8
Section 9. Assistant Treasuers....................................... 8
Section 10. Other Officers............................................ 8
ARTICLE V. STOCK......................................................... 8
Section 1. Form of Certificates...................................... 8
Section 2. Signatures................................................ 8
Section 3. Lost Certificates......................................... 8
Section 4. Transfers................................................. 9
Section 5. Record Date............................................... 9
Section 6. Beneficial Owners......................................... 9
Section 7. Voting Securities Owned by the Corporation................ 9
ARTICLE VI. NOTICES...................................................... 9
Section 1. Notices to Stockholders................................... 9
Section 2. Waiver of Notice.......................................... 10
ARTICLE VII. GENERAL PROVISIONS.......................................... 10
Section 1. Dividends................................................. 10
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Section 2. Disbursements............................................. 10
Section 3. Corporation Seal.......................................... 10
ARTICLE VIII. DIRECTORS' LIABILITY AND INDEMNIFICATION................... 10
Section 1. Right to Indemnification.................................. 10
Section 2. Right to Advancement of Expenses.......................... 11
Section 3. Right of Covered Person to Bring Suit..................... 11
Section 4. Non-Exclusivity of Rights................................. 12
Section 5. Insurance................................................. 12
Section 6. Indemnification of Employees and Agents of the
Corporation............................................... 12
Section 7. Amendment................................................. 12
ARTICLE IX. AMENDMENTS................................................... 12
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AMENDED AND RESTATED BYLAWS
OF
CCH I CAPITAL CORP.
(hereinafter called the "Corporation")
ARTICLE I.
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.
Section3. Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, the President, or
by the holders of shares entitled to cast not less than ten (10) percent of the
votes at the meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.
Section 4. Notice of Meetings. Notice of the place, date, and hour of all
stockholder meetings, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, and in
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the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or as required from
time to time by the Delaware General Corporation Law or the Certificate of
Incorporation.
Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 6. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting.
Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.
All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections of directors shall be determined by a plurality of the votes
cast, and except as otherwise required by law or the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.
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Section 7. Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at 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 so specified, at the
place where the meeting is to be held.
The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.
Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent 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.
A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this Section 8,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Corporation can determine
(A) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (B) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. No consent given by telegram,
cablegram or other electronic transmission shall be deemed to have been
delivered until such consent is reproduced in paper form and until such paper
form shall be delivered to the Corporation by delivery in accordance with the
provisions of Section 228(d) of the Delaware General Corporation Law.
Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.
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.
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ARTICLE III.
BOARD OF DIRECTORS
Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which 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 Bylaws directed or
required to be exercised or done by the stockholders.
Section 2. Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.
Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.
Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.
Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of
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business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board Without a Meeting. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, 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 of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a 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 7 shall constitute
presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one(1) or more committees,
each committee to consist of one(1) or more of the directors of the Corporation.
The Board of Directors may designate one(1) or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members 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 committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, 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 affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors
when required.
Section 9. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving
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compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint a
chief financial officer and a chief operating officer, and the Board of
Directors or the President may also appoint one (1) or more vice presidents,
assistant secretaries or assistant treasurers, and such other officers as either
the Board of Directors or the President, in their discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.
Section 2. Election; Term of Office; Resignation; Removal. The Board of
Directors at its first meeting held after each Annual Meeting of Stockholders
shall elect a Chairman of the Board or a President, or both, a Secretary and a
Treasurer (or a position with the duties and responsibilities of a Treasurer),
and may also elect at that meeting or any other meeting, such other officers and
agents as it shall deem necessary or appropriate. Each officer of the
Corporation appointed by the Board of Directors shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors together with the powers and duties customarily exercised by such
officer. Each officer of the Corporation appointed by the President shall
exercise such powers and perform such duties as shall be determined from time to
time by the President. Each officer of the Corporation shall hold office until
such officer's successor is elected and qualified or until such officer's
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. The Board of Directors may at any time, with or
without cause, by the affirmative vote of a majority of directors then in
office, remove any officer, and the President may at any time, with or without
cause, remove any officer whom he or she appointed pursuant to Section 1 of this
Article.
Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meeting of the board of Directors and shall perform such duties
as shall be assigned, and shall exercise such powers, as may be prescribed by
the Board of Directors from time to time.
Section 4. President. The President shall be the chief executive officer
and (if no other person has been appointed as such) the chief operating officer
of the Corporation; shall (unless the Chairman of the board elects otherwise)
preside at all meetings of the Board of
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Directors and stockholders; shall have general supervision and active management
of the business and finances of the Corporation; and shall see that all orders
and resolutions of the Board of Directors are carried into effect, subject,
however, to the right of the Board of Directors to delegate any specific powers
to any other officer or officers. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.
Section 5. Vice President. The vice presidents shall perform such duties
and have such other powers as the Board of Directors or the President may from
time to time prescribe. In the absence of the President or in the event of his
inability or refusal to act, the most senior available officer appointed by the
Board of Directors, or in the absence of such appointment, the following
officers, if such officer positions exist, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President; first, the chief financial officer,
next, the chief operating officer, next, the executive level vice president (or
in the event there be more than one (1) executive vice president, then in the
order of their appointment).
Section 6. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.
Section 7. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.
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Section 8. Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books of the Corporation to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Corporation in the name and to the credit of the Corporation in
depositories designated from time to time by the Board of Directors; and shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors. The Treasurer shall have such other powers and perform such other
duties as the Board of Directors or the President shall from time to time
prescribe.
Section 9. Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.
Section lO. Other Officers. Such other officers as the Board of Directors
or the President may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors or the
President, respectively. The Board of Directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.
ARTICLE V.
STOCK
Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.
Section 2. Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may
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direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.
Section 5. Record Date. In order that the Corporation may determine the
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 other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, 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
bylaw.
Section 7. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE VI.
NOTICES
Section 1. Notices to Stockholders. If mailed, notice to stockholders shall
be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Without limiting
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the manner by which notice otherwise may be given effectively to stockholders,
any notice to stockholders may be given by electronic transmission in the manner
provided in Section 232 of the Delaware General Corporation Law.
Section 2. Waiver of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the notice required to be given to such person.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.
Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.
Section 3. Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII.
DIRECTORS' LIABILITY AND INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter, a "Covered Person"),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or
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agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Covered Person in
connection therewith; provided, however, that, except as provided in Section 3
of this Article with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Covered Person in
connection with a proceeding (or part thereof) initiated by such Covered Person
only if such proceeding (or part thereof) was authorized by the Board.
Section 2. Right to Advancement of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Covered Person in defending
any such proceeding in advance of its final disposition (hereinafter, an
"advancement of expenses"), provided, however, that, if the Delaware General
Corporation Law so requires, an advancement of expenses incurred by a Covered
Person in his or her capacity as such shall be made only upon delivery to the
Corporation of an undertaking (hereinafter, an "undertaking"), by or on behalf
of such Covered Person, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to
appeal (hereinafter, a "final adjudication") that such Covered Person is not
entitled to be indemnified for such expenses under Section 2 of this Article or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article shall be contract rights and such
rights shall continue as to a Covered Person who has ceased to be such and shall
inure to the benefit of the Covered Person's heirs, executors and
administrators.
Section 3. Right of Covered Person to Bring Suit. If a claim under Section
1 or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim therefor has been received by the Corporation, except
in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the Covered Person may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Covered Person shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the Covered Person to enforce a right to indemnification hereunder (but not in a
suit brought by the Covered Person to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the Covered Person has not met the applicable standard
for indemnification set forth in the Delaware General Corporation Law. To the
fullest extent permitted by law, neither the failure of the Corporation
(including its disinterested directors, committee thereof, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Covered Person is proper
in the circumstances because the Covered Person has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its disinterested directors,
committee thereof, independent legal counsel or its stockholders) that the
Covered Person has not met such
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applicable standard of conduct, shall create a presumption that the Covered
Person has not met the applicable standard of conduct or, in the case of such a
suit brought by the Covered Person, be a defense to such suit. In any suit
brought by the Covered Person to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Covered Person is not entitled to be indemnified, or to such
advancement of expenses, under this Article X or otherwise shall, to the extent
permitted by law, be on the Corporation.
Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article X shall not be exclusive
of any other right which any person may have or hereafter acquire by any
statute, the Corporation's Certificate of Incorporation or Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
X with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.
Section 7. Amendment. Any repeal or modification of this Article VIII shall
not change the rights of an officer or director to indemnification with respect
to any action or omission occurring prior to such repeal or modification.
ARTICLE IX.
AMENDMENTS
Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.
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THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Assistant Secretary of CCH
I Capital Corp. and that the foregoing Amended and Restated Bylaws were adopted
as the Bylaws of said corporation as of the 19th day of September, 2003, by the
sole director of said corporation.
Dated as of September 19, 2003.
/s/ Marcy Lifton
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Marcy Lifton, Assistant Secretary
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