EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
T/SF COMMUNICATIONS CORPORATION
1. MEETINGS OF STOCKHOLDERS.
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1.1 Annual Meeting. The annual meeting of stock-holders shall be
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held on the first Monday of May in each year, or as soon thereafter as
practicable, and shall be held at a place and time determined by the board of
directors (the "Board").
1.2 Special Meetings. Special meetings of the stockholders may be
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called by resolution of the Board or the president and shall be called by the
president or secretary upon the written request (stating the purpose or purposes
of the meeting) of a majority of the directors then in office or of the holders
of a majority of the outstanding shares entitled to vote. Only business related
to the purposes set forth in the notice of the meeting may be transacted at a
special meeting.
1.3 Place and Time of Meetings. Meetings of the stockholders may be
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held in or outside Delaware at the place and time specified by the Board or the
officers or stockholders requesting the meeting.
1.4 Notice of Meetings; Waiver of Notice. Written notice of each
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meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given, except when required
under section 1.5 below or by law. Each notice of a meeting shall be given,
personally or by mail, not fewer than 10 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and, unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. If mailed, notice shall be considered
given when mailed to a stockholder at his address on the corporation's records.
The attendance of any stockholder at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully called or convened,
shall constitute a waiver of notice by him.
1.5 Quorum. At any meeting of stockholders, the presence in person
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or by proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum, a majority in voting interest of those present or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present, any action may be taken that might have
been taken at
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the meeting as originally called. No notice of an adjourned meeting need be
given, if the time and place are announced at the meeting at which the
adjournment is taken, except that, if adjournment is for more than 30 days or
if, after the adjournment, a new record date is fixed for the meeting, notice of
the adjourned meeting shall be given pursuant to section 1.4.
1.6 Voting; Proxies. Each stockholder of record shall be entitled to
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one vote for each share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by section 1.8. Directors shall be elected in the manner
provided in section 2.1. Voting need not be by ballot, unless requested by a
majority of the stockholders entitled to vote at the meeting or ordered by the
chairman of the meeting. Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for him by proxy.
No proxy shall be valid after three years from its date, unless it provides
otherwise.
1.7 List of Stockholders. Not fewer than 10 days prior to the date
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of any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not fewer than 10
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days prior to the meeting, the list shall be available during ordinary business
hours for inspection by any stockholder for any purpose germane to the meeting.
During this period, the list shall be kept either (a) at a place within the city
where the meeting is to be held, if that place shall have been specified in the
notice of the meeting, or (b) if not so specified, at the place where the
meeting is to be held. The list shall also be available for inspection by
stockholders at the time and place of the meeting.
1.8 Action by Consent Without a Meeting. Any action required or
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permitted to be taken at any meeting of 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 fewer 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 voting. Prompt notice of the taking of any such
action shall be given to those stockholders who did not consent in writing.
2. BOARD OF DIRECTORS.
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2.1 Number, Qualification, Election and Term of Directors. The
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business of the corporation shall be managed by the entire Board, which
initially shall consist of not less than three (3) nor more than fifteen (15)
directors. The number of directors may be changed by resolution of a majority
of the Board or by the stockholders, but no decrease may shorten the term of
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any incumbent director. Directors shall be elected at each annual meeting of
stockholders by a plurality of the votes cast and shall hold office until the
next annual meeting of stockholders and until the election and qualification of
their respective successors, subject to the provisions of section 2.9. As used
in these by-laws, the term "entire Board" means the total number of directors
the corporation would have, if there were no vacancies on the Board.
2.2 Quorum and Manner of Acting. A majority of the entire Board
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shall constitute a quorum for the transaction of business at any meeting, except
as provided in section 2.10. Action of the Board shall be authorized by the vote
of the majority of the directors present at the time of the vote, if there is a
quorum, unless otherwise provided by law or these by-laws. In the absence of a
quorum, a majority of the directors present may adjourn any meeting from time to
time until a quorum is present.
2.3 Place of Meetings. Meetings of the Board may be held in or
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outside Delaware.
2.4 Annual and Regular Meetings. Annual meetings of the Board, for
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the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in section 2.6.
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Regular meetings of the Board may be held without notice at such times and
places as the Board determines. If the day fixed for a regular meeting is a
legal holiday, the meeting shall be held on the next business day.
2.5 Special Meetings. Special meetings of the Board may be called by
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the president or by a majority of the directors.
2.6 Notice of Meetings; Waiver of Notice. Notice of the time and
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place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting.
Notice of a special meeting also shall state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.
2.7 Board or Committee Action Without a Meeting. Any action required
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or permitted to be taken by the Board or by any committee of the Board may be
taken without a meeting, if all the
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members of the Board or the committee consent in writing to the adoption of a
resolution authorizing the action. The resolution and the written consents by
the members of the Board or the committee shall be filed with the minutes of the
proceedings of the Board or the committee.
2.8 Participation in Board or Committee Meetings by Conference
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Telephone. Any or all members of the Board or any committee of the Board may
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participate in a meeting of the Board or the committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at the meeting.
2.9 Resignation and Removal of Directors. Any director may resign at
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any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any or all of the directors may be removed at
any time, either with or without cause, by vote of the stockholders.
2.10 Vacancies. Any vacancy in the Board, including one created by
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an increase in the number of directors, may be filled for the unexpired term by
a majority vote of the remaining directors, though less than a quorum.
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2.11 Compensation. Directors shall receive such compensation as the
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Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director also may be paid
for serving the corporation or its affiliates or subsidiaries in other
capacities.
3. COMMITTEES.
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3.1 Executive Committee. The Board, by resolution adopted by a
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majority of the entire Board, may designate an executive committee of one or
more directors, which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution, section 141(c) of the General
Corporation Law of Delaware or any other applicable law. The members of the
executive committee shall serve at the pleasure of the Board. All action of the
executive committee shall be reported to the Board at its next meeting.
3.2 Other Committees. The Board, by resolution adopted by a majority
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of the entire Board, may designate other committees of one or more directors,
which shall serve at the Board's pleasure and have such powers and duties as the
Board determines.
3.3 Rules Applicable to Committees. The Board may designate one or
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more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In case of the absence
or
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disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.
4. OFFICERS.
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4.1 Number; Security. The executive officers of the corporation
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shall be the chairman of the board, the president, one or more vice presidents
(including an executive vice president, if the Board so determines), a
secretary, a treasurer, a chief financial officer and a general counsel. Any
two or more offices may be held by the same person. The board may require any
officer, agent or employee to give security for the faithful performance of his
duties.
4.2 Election; Term of Office. The executive officers of the
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corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the provisions of section 4.4.
4.3 Subordinate Officers. The Board may appoint subordinate officers
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(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall
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hold office for such period and have such powers and duties as the Board
determines. The Board may delegate to any executive officer or committee the
power to appoint and define the powers and duties of any subordinate officers,
agents or employees.
4.4 Resignation and Removal of Officers. Any officer may resign at
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any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any officer elected or appointed by the Board
or appointed by an executive officer or by a committee may be removed by the
Board either with or without cause, and in the case of an officer appointed by
an executive officer or by a committee, by the officer or committee that
appointed him or by the president.
4.5 Vacancies. A vacancy in any office may be filled for the
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unexpired term in the manner prescribed in sections 4.2 and 4.3 for election or
appointment to the office.
4.6 Chairman of the Board. The chairman of the board shall preside
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at all meetings of the Board of Directors of the corporation and may preside at
meetings of the shareholders. He shall be an ex-officio member of all standing
committees and shall see that all orders and resolutions of the Board are
carried into effect. Subject to the control of the Board, he shall, with powers
concurrent with the president, have general
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supervision over the business of the corporation and shall have such other
powers and duties as chairmen of the board of corporations usually have or as
the Board assigns to him.
4.7 The President. The president shall be the chief executive
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officer of the corporation. Subject to the control of the Board, he shall, with
powers concurrent with the chairman of the board, have general supervision over
the business of the corporation and shall have such other powers and duties as
presidents of corporations usually have or as the Board assigns to him.
4.8 Vice President. Each vice president shall have such powers and
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duties as the Board or the president assigns to him.
4.9 The Treasurer. The treasurer shall be the chief financial
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officer of the corporation and shall be in charge of the corporation's books and
accounts. Subject to the control of the Board, he shall have such other powers
and duties as the Board or the president assigns to him.
4.10 The Secretary. The secretary shall be the secretary of, and
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keep the minutes of, all meetings of the Board and the stockholders, shall be
responsible for giving notice of all meetings of stockholders and the Board, and
shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have
such powers and duties as the Board or the president
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assigns to him. In the absence of the secretary from any meeting, the minutes
shall be kept by the person appointed for that purpose by the presiding officer.
4.11 Salaries. The Board may fix the officers' salaries, if any, or
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it may authorize the president or the chairman of the board to fix the salary of
any other officer.
5. SHARES.
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5.1 Certificates. The corporation's shares shall be represented by
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certificates in the form approved by the Board. Each certificate shall be signed
by the chairman of the board or the president or a vice president, and by the
secretary or an assistant secretary or the treasurer or an assistant treasurer,
and shall be sealed with the corporation's seal or a facsimile of the seal. Any
or all of the signatures on the certificate may be a facsimile.
5.2 Transfers. Shares shall be transferable only on the
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corporation's books, upon surrender of the certificate for the shares, properly
endorsed. The Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or destroyed.
5.3 Determination of Stockholders of Record. The Board may fix, in
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advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or
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dissent from any proposal without a meeting, or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or fewer than 10 days before the date of
the meeting or more than 60 days before any other action.
6. INDEMNIFICATION AND INSURANCE.
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6.1 Right to Indemnification. The corporation shall indemnify each
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person who is or was an officer or director of the corporation to the fullest
extent provided for in the corporation's certificate of incorporation.
7. MISCELLANEOUS.
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7.1 Seal. The Board shall adopt a corporate seal, which shall be in
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the form of a circle and shall bear the corporation's name and the year and
state in which it was incorporated.
7.2 Fiscal Year. The Board may determine the corporation's fiscal
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year. Until changed by the Board, the last day of the corporation's fiscal year
shall be December 31.
7.3 Voting of Shares in Other Corporations. Shares in other
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corporations held by the corporation may be represented and voted by an officer
of this corporation or by a proxy or proxies appointed by one of them. The
Board may, however, appoint some other person to vote the shares.
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7.4 Amendments. These Bylaws may be altered or repealed or new Bylaws
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may be adopted either by:
(a) The affirmative vote of the holders of record of a
majority of the outstanding shares of corporation entitled to vote thereon;
or
(b) The affirmative vote of a majority of the members of the
Board of Directors; provided, however, that the Board of Directors shall
not adopt or alter any bylaw fixing their number, qualifications,
classifications or term of office.
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