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Exhibit 3.2
GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED
BYLAWS
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BYLAWS
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
__________________________
ARTICLE I.
NAME
The name of the Corporation under the charter granted by the Minister
of the Interior of the Kingdom of Hawaii on the 16th day of August, A.D. 1883,
and since amended from time to time, is GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED, which name shall be engraved upon its corporate seal.
ARTICLE II.
SHAREHOLDERS
SECTION 1. All meetings of the shareholders shall be held at the
principal office of the Corporation in Honolulu, state of Hawaii, or at such
other place within or without the state of Hawaii as is stated in the call.
SECTION 2. The annual meeting of the shareholders shall be held on
such date as the Board of Directors may designate each year. At the annual
meeting, the shareholders shall elect the directors to hold office until the
next annual meeting or until their successors shall be duly elected and
qualified, and, subject to any requirements of law and of these Bylaws with
respect to notice, may transact any general business that may be brought before
the meeting and take any corporate action.
SECTION 3. Special meetings of the shareholders may be called by
resolution of the Board of Directors of the Corporation, or by any such other
persons as may be authorized by law. At any special
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meeting, any other business may be transacted, except as limited by law, the
Charter of Incorporation, or these Bylaws.
SECTION 4. Notice of each meeting of shareholders shall be given by
the Secretary, an Assistant Secretary, or by the person or persons calling the
meeting, and shall specify the place, day, and hour of the meeting, and whether
it is an annual or special meeting. The notice of any special meeting of
shareholders shall specify the purposes of the meeting, and the notice of any
annual meeting of shareholders shall specify the purposes of the meeting, to
the extent required by law or these Bylaws, with respect to particular
purposes. Notice of each meeting of shareholders shall be delivered not less
than ten (10) nor more than seventy (70) days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. Nonreceipt of any such notice shall not
invalidate any business done at any meeting at which a quorum is present. Any
shareholder may waive notice of such meeting in writing, signed by the
shareholder or by the shareholder's duly authorized attorney-in-fact, and filed
with the Corporation.
SECTION 5. The holders of a majority of the shares of the stock of
the Corporation outstanding and entitled to vote, present in person or by
proxy, at any meeting of the shareholders shall constitute a quorum for the
transaction of business. If a quorum
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is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by statute, the Charter of Incorporation, or these Bylaws. If there
is no quorum at any meeting, the shareholders present, in person or by proxy,
at such meeting may adjourn from time to time to secure the attendance of a
quorum, and no notice of any such adjournment need be given.
SECTION 6. Each share of common stock shall be entitled to one vote,
subject to such limitation or loss of right as may be provided in resolutions
adopted from time to time by the shareholders.
SECTION 7. Whenever shares of preferred stock are outstanding and the
holders of such shares are entitled to vote, each share of preferred stock
shall be entitled to one vote, unless the resolution of the shareholders
creating the issue of preferred stock provides otherwise. Where shares of
preferred stock are outstanding and entitled to vote, and the holders of common
stock likewise are entitled to vote, each share of common stock outstanding
shall count as one vote and each share of preferred stock outstanding shall
count as one vote in determining the presence or absence of a quorum at any
meeting, and in determining whether the holders of a specific proportion of the
capital stock outstanding have approved or disapproved any action.
SECTION 8. If any class of stock of the Corporation is, by the terms
of its issuance, not entitled to vote, or if any class of stock, by virtue of
any resolution of the shareholders authorizing
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the issuance of preferred stock, loses its right to vote, then such stock shall
not be counted as a part of the issued and outstanding stock of the Corporation
for the purpose of determining the presence or absence of a quorum at any
meeting, or for determining whether the holders of a specific proportion of the
capital stock outstanding have approved or disapproved of any action.
SECTION 9. Whenever, under resolutions of shareholders authorizing
the issuance of preferred stock, the holders of the preferred stock shall vote
as a class and the holders of the common stock shall vote as a class, the
holders of a majority of the shares of each class outstanding and entitled to
vote shall constitute a quorum with respect to the voting of such class, and
any decision of the holders of a majority of the outstanding shares of such
class shall be valid and binding as the vote of the holders of the shares of
such class.
SECTION 10. Any shareholder may authorize, in writing any person or
corporation to vote as the proxy of such shareholder at any meeting of the
Corporation; provided, that such authorization must be filed with or presented
to the Corporation prior to or at the meeting at which such proxy may act. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy. If any shareholder who has given a
proxy is present at a meeting of shareholders, such proxy shall be suspended
during the time the shareholder is in attendance at the meeting, unless the
shareholder declares otherwise.
SECTION 11. Shares held by a personal representative may be voted by
that individual, either in person or by proxy, without a
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transfer of the shares into that individual's name. Shares standing in the
name of a trustee may be voted by the trustee, either in person or by proxy,
but no trustee shall be entitled to vote shares held without a transfer of the
shares into the trustee's name.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. The Board of Directors of the Corporation shall consist of
not less than three (3) members, who need not be shareholders. Subject to
these limitations, the number of directors shall be fixed each year, and the
directors shall be elected at the shareholders' annual meeting to hold office
until the next annual meeting or until their successors are duly elected and
qualified. The number may be increased or decreased, and if increased, the
additional directors shall be elected by the Board of Directors to serve until
the next election of directors by the shareholders.
SECTION 2. Subject to the provisions of Section 3 of Article III of
these Bylaws, all meetings of the Board of Directors shall be held at the
principal office of the Corporation in Honolulu, state of Hawaii, unless some
other place is stated in the call.
SECTION 3. The Board of Directors may establish regular meetings to
be held in such places and at such times as the directors may from time to time
determine, and, when any such meetings are so determined, no further notice
shall be required.
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SECTION 4. Special meetings of the Board of Directors may be called
at any time by the President, a Vice President, the Secretary, or by any two
directors.
SECTION 5. For those meetings of the Board of Directors for which
notice is required, notice shall be given to each director by the Secretary or
by the person or persons calling the meeting, by advising him by telephone, by
word of mouth, or by leaving written notice of such meeting with him or at his
residence or usual place of business, not later than the day before the
meeting. Nonreceipt of any such notice shall not invalidate any business done
at any meeting at which a quorum is present. No notice of a meeting need be
given to any director who is at the time absent from the state of Hawaii. The
presence of any director at any meeting shall constitute a waiver of the
requirement of giving notice to such director.
SECTION 6. A majority of the Board of Directors shall constitute a
quorum for the transaction of business. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 7. Subject to any limitations set forth in the Charter of
Incorporation, these Bylaws, or in any resolution creating an issue of
preferred stock, the Board of Directors shall have the power to control and
direct the business and affairs of the Corporation, and perform any lawful act,
whether in the ordinary course of the business of the Corporation or otherwise,
to carry into effect the purposes, objects, and powers of the Corporation.
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SECTION 8. In case of any vacancies in the Board of Directors, the
affirmative vote of a majority of the remaining members of the Board of
Directors, though less than a quorum, may fill the vacancies. A director
elected to fill a vacancy shall be elected for the unexpired term of the
director's predecessor in office.
SECTION 9. At any meeting called expressly for that purpose, the
shareholders of the Corporation who are entitled to vote may depose or remove
from office any director. Such removal may be with or without cause, and shall
be by vote of the holders of a majority of the shares then entitled to vote at
an election of directors. In case of any such removal, the shareholders may
choose a successor to hold office for the director's unexpired term.
SECTION 10. Any action to be taken at any meeting of the Board of
Directors may be taken without a formal meeting if all directors or all the
members of a committee of directors, as the case may be, sign a written consent
setting forth the action taken or to be taken, before or after the intended
effective date of the action. The consent shall be filed with the minutes of
the directors' meetings, and shall have the same effect as a unanimous vote.
SECTION 11. Any meeting may be held by conference telephone or
similar communication equipment, that permits all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
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ARTICLE IV.
COMMITTEES
The Board of Directors, by resolution, may create and appoint from its
own membership such general or special committees, composed of one or more
member(s), as it deems desirable. A majority of the committee shall constitute
a quorum.
ARTICLE V.
OFFICERS
SECTION 1. The principal officers of the Corporation shall be the
President, one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller, all of whom shall be elected annually by the Board of Directors and
who shall serve for one (1) year or until their successors shall have been
elected and qualified. Any one or more offices may be held by the same person;
provided, that the Corporation shall have not less than two (2) persons as
officers. No officer need be a shareholder.
SECTION 2. The Board of Directors may appoint such other officers and
agents as it deems necessary. These persons shall have such authority and
perform such duties as from time to time may be prescribed by the Board of
Directors.
SECTION 3. Any officer or agent is subject to removal at any time by
an affirmative vote of a majority of the Board of Directors.
SECTION 4. Any officer of the Corporation, or of any subsidiary or
affiliate, who may be elected as a director of the Corporation shall
automatically cease to be a director of the
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Corporation upon his or her retirement, or upon the termination of his or her
employment for any reason.
SECTION 5. The President shall have such powers and perform such
duties as may be assigned by the Board of Directors. Subject to the Board of
Directors, the President shall have general charge of the business of the
Corporation. Unless the Board of Directors otherwise directs, the President
shall have full authority to vote the stock of other corporations owned by the
Corporation at all meetings of such other corporations.
SECTION 6. The Board of Directors may appoint one or more Vice
Presidents, who shall have such powers and perform such duties as may be
assigned to them by the Board of Directors or the President.
SECTION 7. The Secretary shall keep the minutes of all meetings of
the Board of Directors and the shareholders in books provided for that purpose,
and shall attend to the giving of all notices of the Corporation. The
Secretary shall have such powers and perform such duties as may be assigned by
the Board of Directors or the President.
SECTION 8. The Board of Directors may appoint one or more Assistant
Secretaries, who shall be authorized, at the request of the Secretary, to
perform any of the duties of the Secretary. Each Assistant Secretary shall
have such powers and perform such duties as may be assigned by the Board of
Directors or the President.
SECTION 9. The Treasurer shall have custody of all funds and
securities of the Corporation, and is responsible for the safekeeping of all
moneys, notes, bonds, deeds, mortgages,
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contracts, and other instruments belonging to the Corporation. The Treasurer
shall have such powers and perform such duties as may be assigned by the Board
of Directors or the President.
SECTION 10. The Board of Directors may appoint one or more Assistant
Treasurers, who shall be authorized, at the request of the Treasurer, to
perform any of the duties of the Treasurer. Each Assistant Treasurer shall
have such powers and perform such duties as may be assigned by the Board of
Directors or the President.
SECTION 11. The Controller shall maintain the accounting records of
the Corporation in accordance with prescribed standards; approve internal and
external financial, managerial, and regulatory reports; approve expenditures;
appraise improvements to existing controls over financial transactions entering
the accounting system; and ensure financial strength and adequate earnings.
The Controller shall have such powers and perform such duties as may be
assigned by the Board of Directors or the President.
SECTION 12. The Board of Directors may appoint one or more Assistant
Controllers, who shall be authorized, at the request of the Controller, to
perform any of the duties of the Controller. Each Assistant Controller shall
have such powers and perform such duties as may be assigned by the Board of
Directors or the President.
ARTICLE VI.
CAPITAL STOCK
SECTION 1. The certificates of shares of the capital stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be sealed with the
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corporate seal, and signed by the President or a Vice President, and by the
Treasurer, or the Secretary, or an Assistant Treasurer, or an Assistant
Secretary. The Board of Directors may provide that certificates shall be
sealed with only the facsimile seal of the Corporation and signed only with the
facsimile signature of the President or a Vice President, and with the
facsimile signature of the Treasurer, or the Secretary, or an Assistant
Treasurer, or an Assistant Secretary.
SECTION 2. The name of the person owning the shares represented by
each certificate, the number of such shares, and the date of issue, shall be
entered on the Corporation's stock books. All certificates surrendered to the
Corporation shall be cancelled, and no new certificates shall be issued until
certificates for the same number of shares have been surrendered and cancelled.
SECTION 3. Transfer of shares of stock may be made by endorsement and
delivery of the certificate. No such transaction shall be valid, except
between the parties, until a new certificate has been obtained or the transfer
has been duly recorded on the Corporation's stock ledger to show the date of
transfer, the parties to the transfer, their addresses, and the number and
description of the shares transferred.
SECTION 4. For the purpose of determining shareholders entitled to
notice of, or to vote at, any meeting of shareholders, or to receive payment of
any dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may authorize that the stock transfer
books shall be closed for a stated period, but not to exceed seventy (70)
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days. If the stock transfer books are closed for the purpose of determining
shareholders entitled to notice of, or to vote at, a meeting of shareholders,
the books shall be closed for at least ten (10) days immediately preceding the
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. The record date shall not be more than seventy (70) days or less
than ten (10 ) days prior to the date on which the particular action requiring
the determination of shareholders is to be taken. If the stock transfer books
are not closed, and no record date is fixed, the date on which notice of the
meeting is mailed, or the date on which the resolution of the Board of
Directors declaring the dividend is adopted, as the case may be, shall be the
record date for the determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been provided
in this Section 4 of Article VI, such determination shall apply to any
adjournment. In the event that the books for the transfer of stock are to be
closed, the Secretary may be directed by the Board of Directors to file such
notices of closing as the Board of Directors may deem advisable.
SECTION 5. The Board of Directors shall have power and authority to
make all such rules and regulations as they deem expedient concerning the
issuance, transfer, or registration of certificates for shares of the capital
stock of the Corporation.
SECTION 6. Subject to such rules and regulations as they may from
time to time adopt, the Board of Directors may order a new
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certificate of stock to be issued in the place of any certificate alleged to
have been lost or destroyed; but in every such case the owner of the lost
certificate shall first deposit with the Corporation a bond, with security in
such amount as the directors may determine, as indemnity against any loss or
claim that the Corporation may incur by reason of the issuance of a new
certificate. The directors may, in their discretion, refuse to replace any
lost certificate, except under the order of a court having jurisdiction in such
matters.
SECTION 7. The Corporation shall have a corporate seal of such form
and device as the Board of Directors shall from time to time prescribe, which
shall be kept by the Secretary or such other officers or agents as the Board of
Directors may direct.
ARTICLE VII.
EXECUTION OF INSTRUMENTS
All checks, dividend warrants, and other orders for the payment of
money, drafts, notes, bonds, acceptances, and all other instruments, except as
may otherwise be provided in these Bylaws, shall be signed in accordance with
resolutions of the Board of Directors.
ARTICLE VIII.
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE IX.
AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed by the affirmative vote of the
holders of a majority of each class of stock of the
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Corporation outstanding and entitled to vote, or by the Board of Directors.
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