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EXHIBIT 3.7.2
BYLAWS
OF
CAP COMMUNICATIONS OF NEW LONDON, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the president, or the board of
directors, or when demanded in writing by the holders of not less than ten
percent (unless a greater percentage not to exceed fifty percent is required by
the articles of incorporation) of all the shares entitled to vote at the
meeting. Such demand must be delivered to the Corporation's secretary. A meeting
demanded by shareholders shall be called for a date not less than ten nor more
than sixty days after the request is made, unless the shareholders requesting
the meeting designate a later date. The secretary shall issue the call for the
meeting, unless the president, the board of directors, or shareholders
requesting the meeting designate another person to do so. The shareholders at a
special meeting may transact only business that is related to the purposes
stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the
president, the secretary, or the officer or other persons calling the meeting.
If mailed, the notice shall be considered delivered when it is deposited in the
United States mail, postage prepaid, addressed to the shareholder at his address
as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows:
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For determining shareholders entitled to demand a special meeting, the record
date is the date the first such demand is delivered to the Corporation; For
determining shareholders entitled to a share dividend, the record date is the
date the board of directors authorizes the dividend; If no prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is the date the first signed written consent is delivered to
the Corporation; If prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to vote
at an annual or special shareholders meeting the record date is as of the close
of business on the day before the first notice is delivered to the shareholders.
When a determination of the shareholders entitled to vote at any meeting has
been made, that determination shall apply to any adjournment of the meeting,
unless the board of directors fixes a new record date. The board of directors
shall fix a new record date if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The president, any vice president, the secretary, and the treasurer of a
corporate shareholder are presumed to possess, in that order, authority to vote
shares standing in the name of a corporate shareholder, absent a bylaw or other
instrument of the corporate shareholder designating some other officer, agent,
or proxy to vote the shares. Shares held by an administrator, executor,
guardian, or conservator may be voted by him without a transfer of the shares
into his name. A trustee may vote
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shares standing in his name, but no trustee may vote shares that are not
transferred into his name. If he is authorized to do so by an appropriate order
of the court by which he was appointed, a receiver may vote shares standing in
his name or held by or under his control, without transferring the shares into
his name. A shareholder whose shares are pledged may vote the shares until the
shares have been transferred into the name of the pledgee, and thereafter the
pledgee or his nominee shall be entitled to vote the shares unless the
instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have two directors initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled
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to vote at an election of directors, may remove any director, or the entire
board of directors, with or without cause, and fill any vacancy or vacancies
created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or the corporation. A resignation is effective when the
notice is delivered unless the notice specifies later effective date. If a
resignation is made effective at a later date, the board of directors may fill
the pending vacancy before the effective date if the board of directors provided
that the successor does not take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of a
president, a secretary, and a treasurer, and may include one or more vice
presidents, one or more assistant secretaries, and one or more assistant
treasurers. The officers shall be elected initially by the board of directors at
the organizational meeting of board of directors and thereafter at the first
meeting of the board following the annual meeting of the shareholders in each
year. The board from time to time may elect or appoint other officers, assistant
officers, and agents, who shall have the authority and perform the duties
prescribed by the board. An elected or duly appointed officer may, in turn,
appoint one or more officers or assistant officers, unless the board of
directors disapproves or rejects the appointment. All officers shall hold office
until their successors have been appointed and have
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qualified or until their earlier resignation, removal from office, or death. One
person may simultaneously hold any two or more offices. The failure to elect the
president, secretary, or treasurer shall not affect the existence of the
Corporation.
SECTION 2. PRESIDENT. The president, subject to the directions of the
board of directors, is responsible for the general and active management of the
business and affairs of the Corporation, has the power to sign certificates of
stock, bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, or the
president. Unless the board otherwise provides, if the president is absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties and
may exercise any of the powers of the president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 4. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the president, or a vice president, certificates for shares of stock
of the Corporation, the issuance of which have been authorized by resolution of
the board of directors, (f) have general charge of the stock transfer books of
the Corporation, and (g) in general perform all duties incident to the office of
secretary and other duties as from time to time may be prescribed by the
president, or the board of directors.
SECTION 5. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other duties as from time to time may be assigned to him by the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 6. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until
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the effective date. An officer's resignation does not affect the officer's
contract rights, if any, with the corporation.
SECTION 7. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the president or a vice president and the secretary,
assistant secretary or any other officer authorized by the board of directors,
and may be sealed with the seal of this Corporation or a facsimile of the seal.
Unless the Corporation's stock is registered pursuant to every applicable
securities law, each certificate shall bear an appropriate legend restricting
the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
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SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
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