1
EXHIBIT 2
BY-LAWS
OF
PACIFIC BELL
(AS AMENDED NOVEMBER 10, 1997)
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. The annual meeting of shareholders may be called at any time
between March 1 and July 31 of each year on such day (other than a legal
holiday), at such time and at such place as may be designated by the Board of
Directors, and in the absence of such designation at the principal office of the
corporation, at 10 a.m. on the fourth Friday in April, or, if said day is a
legal holiday, then on the first business day of the following week, to elect
directors and to transact such other business as may properly come before the
meeting. (As amended February 26, 1982)
Written notice of the time and place of said meeting and the business
to be transacted thereat shall be given by the Secretary to the shareholders
personally or by mail, to the extent and in the manner specified by law, at
least ten days but no more than sixty days before the meeting.
(As amended December 22, 1976)
SECTION 2. Special meetings of the shareholders may be called at any
time by the Chairman of the Board of Directors, if one has been elected, by the
President, by the Board of Directors or by three or more of the directors, or by
any number of shareholders representing not less than ten percent of the votes
entitled to be cast at the meeting, and may be held at any time, whether on a
holiday or not, and at any place. (As amended December 22, 1976)
Written notice of the time and place of said meeting and the business
to be transacted thereat shall be given by the Secretary to the shareholders
personally or by mail, to the extent and in the manner specified by law, at
least ten days but no more than sixty days before the meeting.
(As amended December 22, 1976)
SECTION 3. At any meeting of shareholders, whether regular or special,
the presence in person or by proxy of shareholders entitled to exercise a
majority of the voting power of the outstanding shares entitled to vote at such
meeting shall constitute a quorum for the transaction of business. (As amended
January 22, 1960)
1
2
SECTION 4. The Board of Directors may fix a time as a record date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any change,
conversion or exchange of shares. The record date so fixed shall not be more
than sixty nor less than ten days prior to the date of the meeting nor more than
sixty days prior to any other event for the purposes of which it is fixed and
only shareholders of record on that date are entitled to notice of and vote at
the meeting or to receive the dividend, distribution or allotment of rights or
to exercise the rights, as the case may be. (As amended December 22, 1976)
ARTICLE II
THE BOARD OF DIRECTORS, DIRECTORS' MEETINGS
SECTION 1. The number of Directors shall be fixed at 8 until changed,
from time to time, by resolution of the Board of Directors or of the
Shareholders but at no time shall be less than 7 nor more than 13 until changed
by amendment of these By-Laws. The Board of Directors shall be elected by the
shareholders at the annual meeting or at any other meeting held for that
purpose, and directors shall hold office until the next annual election and
until their successors are elected. Any vacancy or vacancies in the Board of
Directors may be filled by a majority of the remaining directors or by the
shareholders. (As amended November 10, 1997)
SECTION 2. 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 and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. (As amended July 28, 1989)
SECTION 3. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or a Vice Chairman, and shall be
called by the Chairman of the Board, the President or Secretary on the written
request of a majority of the directors. Notice of special meetings shall be
given by the Secretary or Assistant Secretary of the corporation to each
director personally or by telephone, facsimile transmission or telegram at least
48 hours before the meeting, or by mailing written notice at least four days
before the meeting. (As amended November 20, 1992)
SECTION 4. A majority of the Board of Directors shall constitute a
quorum at any meeting. (As amended November 10, 1997)
SECTION 5. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of the
Board or in the By-Laws, shall have all the authority of the Board, except with
respect to those powers enumerated in Article III, Section 2 of these By-Laws.
2
3
Unless other procedures are established by resolution adopted by the
Board, the provisions of Sections 2 and 3 of this Article II shall be applicable
to committees of the Board of Directors, if any are established. For such
purpose, references to "the Board" or "the Board of Directors" shall be deemed
to refer to each such committee. The committees shall keep regular minutes of
their proceedings and report the same to the Board when required.
A majority of the committee members at a meeting duly assembled shall
be necessary to constitute a quorum for the transaction of business and the act
of a majority of the committee members present at any meeting at which a quorum
is present shall be the act of the committee. Any action required or permitted
to be taken at a meeting of the committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the committee members entitled to vote with respect to the subject matter
thereof. (As amended July 28, 1989)
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. The Executive Committee, if one is appointed, shall consist
of two or more directors. The remaining directors shall be alternate members of
the Executive Committee, and, in the absence or disability of any regular member
of the Executive Committee, any such alternate member may be called by the
Chairman or by the President to serve in the place of such absent or disabled
regular members. (As amended February 26, 1996)
SECTION 2. The Executive Committee may exercise all the powers of the
Board of Directors during the intervals between meetings of the Board, except
the powers to:
(a) Approve any action which under the General Corporation Law also
requires shareholders' approval or approval of the outstanding shares.
(b) Fill vacancies on the Board or on any committee.
(c) Fix the compensation of the directors for serving on the Board or on
any committee.
(d) Adopt, amend, or repeal By-Laws.
(e) Amend or repeal any resolution of the Board which by its express terms
is not so amendable or repealable.
(f) Cause a distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board.
(g) Appoint other committees of the Board or the members thereof. (As
amended December 22, 1976)
SECTION 3. Meetings of the Executive Committee may be called for any
time and place by the Chairman of the Board of Directors, if one has been
elected, or by the President.
3
4
SECTION 4. Notice of a meeting of the Executive Committee shall be
given by the Secretary or an Assistant Secretary of the corporation to each
members personally or by telephone, facsimile transmission or telegram at least
48 hours before the meeting or by mailing written notice at least four days
before the meeting. (As amended November 20, 1992)
SECTION 5. A Majority of the Executive Committee shall constitute a
quorum at any meeting. All actions taken at meetings of the Committee shall be
recorded, and shall be reported to the Board of Directors from time to time.
ARTICLE IV
OFFICERS
The officers of the corporation shall be elected by the Board of
Directors and shall hold office at the pleasure of the Board. The Chairman of
the Board shall not be an officer of the corporation. The officers of the
corporation shall consist of such Vice Chairmen of the Board as the Board of
Directors may elect, a President, such Executive Vice Presidents, such Senior
Vice Presidents and such Vice Presidents as the Board may elect, a Secretary, a
Treasurer, a Controller, such Assistant Secretaries and Assistant Treasurers as
the Board may elect, and such other officers as the Board may elect. The Board
of Directors shall designate one officer of the corporation as the Chief
Financial Officer. (As amended February 8, 1996)
SECTION 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors, of the Executive Committee and of the
shareholders and have such authority and shall perform such other duties as the
By-Laws establish or as the Board of Directors may from time to time assign. (As
amended January 27, 1984)
SECTION 2. Each Vice Chairman of the Board shall have such powers and
shall perform such duties as may from time to time be assigned by the Board of
Directors or as the Chairman of the Board of Directors may from time to time
delegate or direct. (As amended July 28, 1989)
ARTICLE VI
PRESIDENT
The President shall be the Chief Executive Officer of the corporation
and shall have such powers and shall perform such duties as may from time to
time be assigned by the Board of Directors or as the Chairman of the Board may
from time to time delegate or direct. (As amended January 27, 1984)
4
5
ARTICLE VII
POWERS AND DUTIES
Each officer of the corporation shall have such powers and perform such
duties as the Board of Directors or the Chairman of the Board may from time to
time delegate or direct. The Board of Directors or the Chairman of the Board may
delegate to certain officers the power to define the authority and powers of
other officers. (As amended July 14, 1987)
ARTICLE VIII
SHARES AND SHARE CERTIFICATES
SECTION 1. The certificates for the shares of the corporation shall be
in form and content as required by law and as approved by the Board of
Directors.
SECTION 2. The corporation shall not issue any certificate evidencing,
either singly or with other shares, any fractional part of or interest in a
share.
SECTION 3. The person, firm, or corporation in whose name shares stand
on the books of the corporation, whether individually or as trustee, pledgee or
otherwise, may be recognized and treated by the corporation as the absolute
owner of the shares, and the corporation shall in no event be obliged to deal
with or to recognize the rights or interests of other persons in such shares or
in any part thereof.
ARTICLE IX
ANNUAL REPORTS
An annual report shall be sent to the shareholders not later than one
hundred twenty days after the close of the fiscal year, but at least fifteen
days prior to the next annual meeting of shareholders to be held during the next
fiscal year. (As amended December 22, 1976)
ARTICLE X
SEAL
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the State within which it is
incorporated. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. (As amended November 20, 1992)
5
6
ARTICLE XI
ADOPTION, AMENDMENT, AND REPEAL OF BY-LAWS
These By-Laws may be amended or repealed or new by-laws may be adopted
by the vote of shareholders entitled to exercise a majority of the voting power
of the corporation or by the written assent of such shareholders filed with the
Secretary. Subject to the right of the shareholders to amend or repeal these
By-Laws, or to adopt new by-laws, the Board of Directors may adopt, amend or
repeal any by-law other than Article II, Section 1 hereof. (As amended November
25, 1953)
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall, to the maximum extent permissible under
applicable common or statutory law, state or federal, indemnify each of its
agents against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was an agent of this corporation.
For purposes of this Article XII, an 'agent' of this corporation includes any
person who is or was a director or officer of this corporation, or who is or was
serving at the request of this corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.
Prior to the disposition of any such proceeding, this corporation, upon
the request of any such agent, shall promptly advance to such agent, or
otherwise as directed by such agent, such amounts as shall be equal to the
expenses which shall have been incurred by such agent in defending such
proceeding, provided that such agent requesting such amounts shall first have
delivered to this corporation an undertaking to repay any and all such advances
unless it shall be determined ultimately that such agent is entitled to be
indemnified with respect thereto in accordance with this Article XII. (As
amended February 28, 1986)
6