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EXHIBIT 3.2
BYLAWS
OF
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
A Delaware Corporation
BYLAWS
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ARTICLE I
STOCKHOLDERS
SECTION 1.1 ANNUAL MEETING. An annual meeting of stockholders
for the purpose of electing directors and of transacting such other business as
may come before it shall be held each year at such date, time, and place,
either within or without the State of Delaware, as may be specified by the
Board of Directors.
SECTION 1.2 SPECIAL MEETINGS. Special meetings of stockholders
for any purpose or purposes may be held at any time exclusively upon call of
the Chairman or a majority of the total number of directors which the Board of
Directors of the corporation would have if there were no vacancies (the "Whole
Board"), at such time and place either within or without the State of Delaware
as may be stated in the notice.
SECTION 1.3 NOTICE OF MEETING. Written notice of stockholders'
meetings, stating the place, date, and hour thereof, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given by the President or the Secretary to each stockholder entitled to vote
thereat at least ten days but not more than sixty days before the date of the
meeting, unless a different period is prescribed by law. Stockholders wishing
to submit a proposal or director nomination for consideration at a meeting of
the stockholders must provide advance written notice of such proposal to the
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Secretary of the corporation of not less than 30 days nor more than 60 days
prior to the meeting.
SECTION 1.4 QUORUM. Except as otherwise provided by law or in
the Certificate of Incorporation or these Bylaws, at any meeting of
stockholders, the holders of a majority of the outstanding shares of each class
of stock entitled to vote at the meeting shall be present or represented by
proxy in order to constitute a quorum for the transaction of any business. In
the absence of a quorum, a majority in interest of the stockholders present or
the chairman of the meeting may adjourn the meeting from time to time in the
manner provided in Section 1.5 of these Bylaws until a quorum shall attend.
SECTION 1.5 ADJOURNMENT. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
SECTION 1.6 ORGANIZATION. The Chairman shall call to order
meetings of stockholders and shall act as chairman of such meetings. The Board
of Directors or, if the Board fails to act, the stockholders may appoint any
stockholder, director, or officer of the corporation to act as chairman of any
meeting in the absence of the Chairman. The Secretary shall act as secretary
of all meetings of stockholders, but, in the absence of the
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Secretary, the chairman of the meeting may appoint any other person to act as
secretary of the meeting.
SECTION 1.7 VOTING. Except as otherwise provided by law or in
the Certificate of Incorporation or these Bylaws and except for the election of
directors, at any meeting duly called and held at which a quorum is present, a
majority of the votes cast at such meeting upon a given question by the holders
of outstanding shares of stock of all classes of stock of the corporation
entitled to vote thereon who are present in person or by proxy shall decide
such question. At any meeting duly called and held for the election of
directors at which a quorum is present, directors shall be elected by a
plurality of the votes cast by the holders (acting as such) of shares of stock
of the corporation entitled to elect such directors.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1 NUMBER AND TERM OF OFFICE. The business, property,
and affairs of the corporation shall be managed by a Board of Directors
consisting of no less than two directors. The number of directors may be fixed
from time to time exclusively pursuant to a resolution adopted by a majority of
the Whole Board (but may not be less than two). The Board of Directors shall
be divided into three classes, which are hereby designated Class A, Class B and
Class C. The term of office of the initial Class A directors shall expire at
the next annual meeting of stockholders, that of the initial Class B directors
at the second succeeding annual meeting of stockholders, and that of the
initial Class C directors at the third succeeding annual meeting of
stockholders. At each annual meeting after the initial classification of
directors, directors to replace those whose
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terms expire at such annual meeting shall be elected to hold office until the
third succeeding annual meeting. The directors shall be elected by the holders
of shares entitled to vote thereon at the annual meeting of stockholders, and
each shall serve until his respective successor has been elected and qualified.
Directors need not be stockholders.
SECTION 2.2 MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board. Special meetings of the Board of Directors shall be
held at such time and place as shall be designated in the notice of the meeting
whenever called by the President or by one of the directors then in office.
SECTION 2.3 NOTICE OF SPECIAL MEETINGS. The Secretary, or in his
absence any other officer of the corporation, shall give each director notice
of the time and place of holding of special meetings of the Board of Directors
at least twenty-four hours before the meeting, whether by mail, telegram,
cable, radiogram, telecopier, electronic mail, courier, or personal service.
No business may be transacted at any meeting without specification of such
business in the notice.
SECTION 2.4 QUORUM AND ORGANIZATION OF MEETINGS. A majority of
the total number of members of the Board of Directors as constituted from time
to time shall constitute a quorum for the transaction of business, but, if at
any meeting of the Board of Directors (whether or not adjourned from a previous
meeting) there shall be less than a quorum present, a majority of those present
may adjourn the meeting to another time and place, and the meeting may be held
as adjourned without further notice or waiver. Except as otherwise provided by
law or in the Certificate of Incorporation or these
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Bylaws, a majority of the directors present at any meeting at which a quorum is
present may decide any question brought before such meeting. Meetings shall be
presided over by the Chairman, or in the absence of the Chairman, by such other
person as the directors may select. The Secretary of the corporation shall act
as secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
SECTION 2.5 EXECUTIVE COMMITTEE. The Board, by resolution
adopted by a majority of the Board, may designate an Executive Committee of one
or more directors, which committee shall have all the powers and authority of
the Board except as otherwise provided in such resolution, Delaware General
Corporation Law, 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.
SECTION 2.6 OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the Board, designate one or more other
committees, each committee to consist of one or more of the directors of the
corporation. Such committees shall have such powers as the Board of Directors
shall assign from time to time. The Board may designate one or more directors
as alternate members of any such committee, who may replace any absent or
disqualified member at any meeting of the committee. Each such committee which
may be established by the Board of Directors pursuant to these Bylaws may fix
its own rules and procedures. Notice of meetings of committees, other than of
regular meetings provided for by the rules, shall be given to committee
members. All action taken by committees shall be recorded in minutes of the
meetings.
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SECTION 2.7 ACTION WITHOUT MEETING. Nothing contained in these
Bylaws shall be deemed to restrict the power of members of the Board of
Directors or any committee designated by the Board to take any action required
or permitted to be taken by them without a meeting.
SECTION 2.8 TELEPHONE MEETINGS. Nothing contained in these
Bylaws shall be deemed to restrict the power of members of the Board of
Directors, or any committee designated by the Board, to participate in a
meeting of the Board, or committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
ARTICLE III
OFFICERS
SECTION 3.1 EXECUTIVE OFFICERS. The executive officers of the
corporation shall be a President, one or more Vice Presidents, a Treasurer, and
a Secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint such other officers (including a
Controller and one or more Assistant Treasurers and Assistant Secretaries) as
it may deem necessary or desirable. Each officer shall hold office for such
term as may be prescribed by the Board of Directors from time to time. Any
person may hold at one time two or more offices.
SECTION 3.2 POWERS AND DUTIES. The Chairman shall preside at all
meetings of the stockholders and of the Board of Directors. In the absence of
the Chairman, the President, or a Vice President appointed by the President or,
if the President fails to make such appointment, by the Board, shall perform
all the duties of the Chairman. The officers and agents of the corporation
shall each have such powers and authority and shall
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perform such duties in the management of the business, property, and affairs of
the corporation as generally pertain to their respective offices, as well as
such powers and authorities and such duties as from time to time may be
prescribed by the Board of Directors.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
SECTION 4.1 RESIGNATIONS. Any director or officer of the
corporation, or any member of any committee, may resign at any time by giving
written notice to the Board of Directors, the President, or the Secretary of
the corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof.
The acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.2 REMOVALS. (a) The board of Directors, by majority
vote, at any meeting thereof, or by written consent, at any time, may, to the
extent permitted by law, remove with or without cause from office or terminate
the employment of any officer or member of any committee and may, with or
without cause, disband any committee.
(b) Any director or the entire Board of Directors may be
removed with cause by the holders of a majority of all outstanding shares of
the corporation entitled to vote generally, voting together as a single class.
SECTION 4.3 VACANCIES. Any vacancy in the office of any director
or officer through death, resignation, removal, disqualification, or other
cause, and any additional directorship resulting from increase in the number of
directors, may be filled at any time
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by a majority of the directors then in office (even though less than a quorum
remains); provided, however, that in the case of any newly created directorship
or vacancy in the office of any director, the Board of Directors may require
that such newly created directorship or vacancy be filled by the stockholders
at a special meeting of the stockholders. Subject to the provisions of this
Article IV, the person so chosen shall hold office until his successor shall
have been elected and qualified, or, if the person so chosen is a director
elected to fill a vacancy, he shall (subject to the provisions of this Article
IV) hold office for the unexpired term of his predecessor.
ARTICLE V
CAPITAL STOCK
SECTION 5.1 STOCK CERTIFICATES. The certificates for shares of
the capital stock of the corporation shall be in such form as shall be
prescribed by law and approved, from time to time, by the Board of Directors.
SECTION 5.2 TRANSFER OF SHARES. Shares shall be transferable only
on the 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.
SECTION 5.3 FIXING 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, unless otherwise provided by law,
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shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
SECTION 5.4 LOST CERTIFICATES. The Board of Directors or any
transfer agent of the corporation authorized by the Board of Directors may
direct a new certificate or certificates representing stock of the corporation
to be issued in place of any certificate or certificates 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 to
be lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors (or any transfer agent of
the corporation authorized to do so by a resolution of 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
certificates, or his legal representative, to give the corporation a bond in
such sum as the Board of Directors (or any transfer agent so authorized) shall
direct to indemnify the corporation against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed or the issuance of such new certificates, and such
requirement may be general or confined to specific instances.
SECTION 5.5 REGULATIONS. The Board of Directors shall have power
and authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, cancellation, and replacement of
certificates representing stock of the corporation.
ARTICLE VI
MISCELLANEOUS
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SECTION 6.1 CORPORATE SEAL. The corporate seal shall have
inscribed thereon the name of the corporation and shall be in such form as may
be approved from time to time by the Board of Directors.
SECTION 6.2 FISCAL YEAR. The fiscal year of the corporation
shall begin on the 1st day of January in each year and terminate on the 31st
day of December in each succeeding year.
SECTION 6.3 NOTICES AND WAIVERS THEREOF. (a) Whenever any
notice whatever is required by law, the Certificate of Incorporation, or these
Bylaws to be given to any stockholder, director, or officer, such notice,
except as otherwise provided by law, may be given personally, by mail, or by
courier or, in the case of directors or officers, by telecopier, electronic
mail, telegram, cable, courier, or radiogram, addressed to such address as
appears on the books of the corporation. Any notice given by telecopier,
electronic mail, telegram, cable, or radiogram shall be deemed to have been
given when it shall have been transmitted and any notice given by mail or
courier shall be deemed to have been given when it shall have been deposited in
the United States mail with postage thereon prepaid or delivered to such
courier.
(b) Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.
SECTION 6.4 STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.
Unless otherwise ordered by the Board of Directors, the President, the
Secretary, or such attorneys or agents of the corporation as may be from time
to time authorized by the
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Board of Directors or the President shall have full power and authority on
behalf of this corporation to attend and to act and vote in person or by proxy
at any meeting of the holders of securities of any corporation or other entity
in which this corporation may own or hold shares or other securities, and at
such meetings shall possess and may exercise all the rights and powers incident
to the ownership of such shares or other securities which this corporation, as
the owner or holder thereof, might have possessed and exercised if present.
The President, the Secretary, or such attorneys or agents, may also execute and
deliver on behalf of this corporation powers of attorney, proxies, consents,
waivers, and other instruments relating to the shares or securities owned or
held by this corporation.
ARTICLE VII
AMENDMENTS
Except as otherwise provided by law or in the Certificate of
Incorporation or these Bylaws, the Bylaws of the corporation may be altered or
repealed and new Bylaws may be adopted either: (a) at any annual or special
meeting of stockholders, by the affirmative vote of the holders of a majority
of the voting power of the stock issued and outstanding and entitled to vote
thereat, provided that in the case of any such stockholder action at a special
meeting of stockholders, notice of the proposed alteration, repeal or adoption
of the new Bylaw or Bylaws must be contained in the notice of such special
meeting; or (b) by the affirmative vote of a majority of the Whole Board.
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