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EXHIBIT 3.2
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AMENDED AND RESTATED
CODE OF REGULATIONS
FOR
PHONETEL TECHNOLOGIES, INC.
AN OHIO CORPORATION
ARTICLE I
PRINCIPAL OFFICE
The place of the principal office of the Corporation, in the State of Ohio, is
North Point Tower, 7th Floor, 1001 Lakeside Avenue, Cleveland, Ohio, Cuyahoga
County.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of the
Corporation shall be held at the principal office of the Corporation in the
State of Ohio or at such other place, within or without the State of Ohio, as
may be determined by the Board of Directors, and as shall be designated in the
notice of said meeting, on such date and at such time as the Board of Directors
shall determine, for the purpose of electing directors, for the consideration of
reports to be laid before the meeting, and for the transaction of such other
business as may properly be brought before the meeting.
If the election of directors is not held at any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
convenient. At such meeting the shareholders may elect the directors and
transact other business with the same force and effect as at an annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders shall be held
at the principal office of the Corporation in the State of Ohio or at such other
place, within or without the State of Ohio, as may be designated in the notice
of said meeting.
SECTION 3. CALLING MEETINGS. All meetings of the shareholders shall be called
upon the written request of:
1) the Chairman of the Board, if any, or the President, or in case of the
absence, death or disability of both, the Vice President authorized to
exercise the authority of the President;
2) the directors, by action at a meeting or by a majority of the directors
acting without a meeting; or
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3) shareholders holding at least forty percent (40%) of all shares
entitled to vote at the meeting.
Calls for such meetings shall specify the time, place and purpose thereof. No
business other than that specified in the call shall be considered at any
special meeting.
SECTION 4. NOTICE AND PURPOSE OF MEETINGS. Written notice of the purpose or
purposes and of the day and hour and the place within or without the State of
Ohio of every meeting of shareholders shall be given, by or at the direction of
the President or the Secretary, either personally or by mail, not less than ten
days or more than sixty days before the date of the meeting to each shareholder
of record entitled to notice of such meeting. Such notice shall be directed to
each shareholder at his address as it appears on the records of the Corporation
unless he shall have filed with the secretary of the Corporation a written
request that notices intended for him be sent to some other address, in which
case it shall be mailed or delivered to the address designated in such request.
Notice shall be deemed to have been given to the person entitled thereto when
deposited in the United States mail or personally delivered. Such further notice
shall be given as may be required by law. Except as otherwise expressly provided
by statute, no publication of any notice of a meeting of shareholders shall be
required. Notice of any meeting of shareholders may be waived in writing, either
before or after the holding of the meeting, by any shareholder, which writing
shall be filed with the records of the meeting. The attendance of a shareholder
at a meeting without protesting, prior to or at the commencement of the meeting,
the lack of proper notice shall be deemed a waiver by him of notice of the
meeting. Except where otherwise required by law, notice of adjournment of a
meeting of the shareholders of the Corporation need not be given if the time and
place to which it is adjourned are fixed and announced at such meeting.
SECTION 5. QUORUM. Except as otherwise required by the statutes of Ohio,
shareholders in person or by proxy holding a majority of shares entitled to vote
at a meeting of shareholders shall constitute a quorum at any and all meetings
of shareholders, but shareholders holding less than a majority of such shares
present in person or by proxy may adjourn any meeting from time to time.
SECTION 6. ORGANIZATION. Meetings of the shareholders shall be presided over by
the Chairman of the Board, if any, or if he is not present or there is no one
filling that office, by the President, or if the President is not present, by a
Vice President, or if none of the foregoing is present, by a chairman to be
chosen by a majority of the shareholders entitled to vote who are present in
person or by proxy at the meeting. The Secretary of the Corporation, or in the
Secretary's absence, an assistant secretary, shall act as secretary of every
meeting, but if neither the Secretary or assistant secretary is present, the
meeting shall choose any person present to act as secretary of the meeting.
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SECTION 7. VOTING. Except as otherwise provided in the Articles of
Incorporation, this Code of Regulations, or in the laws of the State of Ohio, at
every meeting of the shareholders, each shareholder entitled to vote at such
meeting shall have one vote in person or by proxy for each share of stock held
by him and registered in his name on the books of the Corporation as of the
applicable record date. Any vote may be given by the shareholder in person or by
proxy appointed by an instrument in writing executed by such shareholder or his
duly authorized attorney. A telegram, cablegram, or telex communication
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of a writing appointing a proxy, is a
sufficient writing. No appointment of a proxy shall be valid after the
expiration of eleven (11) months after it is made unless the writing specifies
the date on which it is to expire or the length of time it is to continue in
force. Except as otherwise required by statute, the Articles of Incorporation,
this Code of Regulations, or in electing directors, all matters coming before
any meeting of the shareholders shall be decided by the vote of a majority in
interest of the shareholders of the Corporation present in person or represented
by proxy at such meeting and entitled to vote thereat, a quorum being present.
At all elections of directors, the candidates receiving the greatest number of
votes shall be elected.
SECTION 8. RECORD DATE OF SHAREHOLDERS. For any lawful purpose, including,
without limitation, the determination of the shareholders who are entitled to:
1) receive notice of or vote at a meeting of shareholders;
2) receive payment of any dividend or distribution;
3) receive or exercise rights of purchase of or subscription for, or
exchange or conversion of, shares or other securities, subject to
contract rights with respect thereto; or
4) participate in the execution of written consents, waivers, or releases;
the board of directors may fix a record date which shall not be a date earlier
than the date on which the record date is fixed and, in the cases provided for
in clauses (1), (2) and (3) above, shall not be more than sixty (60) days
preceding the date of the meeting of the shareholders, or the date fixed for the
payment of any dividend or distribution, or the date fixed for the receipt or
the exercise of rights, as the case may be. The directors may close the share
transfer books against transfers of shares during the whole or any part of the
period provided for in this Section 8, including the date of the meeting of
shareholders and the period ending with the date, if any, to which it is
adjourned.
SECTION 9. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Ohio.
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SECTION 10. LIST OF SHAREHOLDERS. Upon request of any shareholder at any meeting
of shareholders, there shall be produced at such meeting an alphabetically
arranged list, or classified lists, or the shareholders of record as of the
applicable record date who are entitled to vote, showing their respective
addresses and the number and class of shares held by each. Such list or lists,
when certified by the officer or agent in charge of the transfer of shares,
shall be prima facie evidence of the facts shown therein.
SECTION 11. INSPECTORS OF ELECTION. The directors, in advance of any meeting of
shareholders, may appoint inspectors of election to act at such meeting or any
adjournment thereof. If inspectors are not so appointed, the officer or person
acting as chairman of any such meeting may, and on the request of any
shareholder or his proxy, shall make such appointment. In case any person
appointed as inspector fails to appear or to act, the vacancy may be filled by
appointment made by the officer or person acting as chairman. If there are three
or more inspectors, the decision, act, or certificate of a majority of them
shall be effective in all respects as the decision, act, or certificate of all.
The inspectors shall determine the number of shares outstanding, the voting
rights with respect to each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;
receive votes, ballots, consents, waivers, or releases; hear and determine all
challenges and questions arising in connection with the vote; count and tabulate
all votes, consents, waivers, and releases; determine and announce the result;
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of any director, officer or shareholder of the
Corporation, the inspectors shall make a report in writing of any challenge,
question, or matter determined by them and execute a certificate of any fact
found by them.
SECTION 12. INFORMAL ACTION. Any action which may be authorized or taken at a
meeting of the shareholders may be authorized or taken without a meeting with
the affirmative vote or approval of, and in writing or writings signed by all
the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the Corporation.
ARTICLE III
DIRECTORS
SECTION 1. POWERS, NUMBER, QUALIFICATION, TERM, QUORUM AND VACANCIES. All of the
authority of the Corporation shall be exercised by or under the direction of the
Board of Directors. For their own government, the directors may adopt bylaws
that are not inconsistent with the Articles of Incorporation or this Code of
Regulations.
The number of directors shall be five. Except as hereinafter provided, directors
shall be elected at the Annual Meeting of the Shareholders and each director
shall be elected to service for one year and until his successor is elected or
until his earlier resignation, removal from office, or death. The number of
directors may be increased or decreased from time to time by the Board of
Directors. The number of directors shall never be less than three except that,
if all of the shares of the Corporation are owned of record by one or two
shareholders, the number of directors may
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be less than three but not less than the number of shareholders. No reduction in
the number of directors shall of itself have the effect of shortening the term
of any incumbent director.
Directors need not be shareholders.
A majority of the whole authorized number of directors shall be necessary to
constitute a quorum for a meeting of the directors, except that a majority of
the directors in office shall constitute a quorum for filling a vacancy in the
Board when the Board is authorized to fill a vacancy. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board.
The office of a director becomes vacant upon the death, resignation or removal
of a director, as provided by Section 1701.58 of the Ohio General Corporation
Law and Section 5 of this Article III. In the event that the shareholders shall
remove a director or directors, they may elect, at the meeting effecting the
removal or the increase, a director to fill the vacancy or vacancies resulting
therefrom. In the event that the shareholders do not fill such vacancy at such
meeting, or an adjournment thereof, the remaining directors, though less than a
majority of their number, shall fill such vacancies. The Board may, in a similar
manner, fill any vacancy not resulting from a removal of a director by the
shareholders or resulting from an increase in the number of directors.
If the membership of the Board of Directors at any time falls below the number
necessary to constitute a quorum, and the remaining directors are unable to
elect a successor or successors to reconstitute such a quorum, a special meeting
of shareholders shall be called and such number of directors shall be elected
thereat as may be necessary to bring the Board of Directors to its full
membership.
SECTION 2. MEETINGS. Meetings of the Board of Directors shall be held at such
place within or without the State of Ohio as may, from time to time, be fixed by
resolution of the Board of Directors, or as may be designated in the notice
calling the meeting. Regular meetings of the Board of Directors shall be held at
such times as may, from time to time, be fixed by resolution of the Board of
Directors and special meetings may be held at any time upon the call of the
Chairman of the Board, if any, the President, any Vice President, or a majority
of the directors then in office, by oral, telegraphed, cabled, telexed or
written notice duly served on or sent or mailed to each director not less than
two days before such meeting. Notices of meetings need not specify the purposes
of the meeting. A meeting of the Board of Directors may be held without notice
immediately after a meeting of shareholders at which the directors are elected.
Notice need not be given of regular meetings of the Board of Directors held at a
time fixed by resolution of the Board of Directors. Notice of adjournment of a
meeting need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting. Notice of the time, place, and purpose of
any meeting may be waived in writing, either before or after the holding of such
meeting, by any director, which writing shall be filed with or entered upon the
records of the meeting. The attendance of any director at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice, shall be deemed to be a waiver by him of notice of such meeting.
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Any meeting of the Board of Directors and any committee of directors may be held
through the use of telephone or any other communications equipment if all
persons participating can hear each other. Participation in such a meeting
constitutes presence at a meeting of the Board of Directors or committee of
directors, as the case may be.
SECTION 3. EXECUTIVE AND OTHER COMMITTEES. Whenever the number of directors is
more than three, the Board of Directors, in its discretion, may designate three
or more directors to constitute an executive committee or other committees,
which shall have and may exercise only such powers of the Board of Directors in
the management of the Corporation as may be conferred or authorized by the
resolution appointing them. Such committee or committees shall act only during
the intervals between meetings of the directors and shall not, among other
things, have the power to fill vacancies among the directors or in any such
committee. A majority of the whole of such committee may determine its action
and fix the time and place of its meetings, unless the Board of Directors
otherwise provides. The Board of Directors shall have the power, at any time, to
fill vacancies in, to change the membership of, or to discharge any such
committee and to appoint one or more directors as alternate members of any such
committee, who may take the place of any absent member or members of any meeting
of the particular committee.
SECTION 4. PROVISIONAL DIRECTOR. A provisional director may be appointed by the
appropriate Court of Common Pleas in accordance with the provisions of Section
1701.911 of the Ohio Revised Code, and all provisions of this Code of
Regulations shall be read as being subject to, and qualified by, that Section.
SECTION 5. REMOVAL OF DIRECTOR. All the directors, or all the directors of a
certain class, or any individual director, may be removed from office, without
assigning any cause, by the vote of the holders of a majority of the voting
power entitling them to elect directors in place of those to be removed,
provided that unless all the Directors or all the directors of a particular
class are removed, no individual director shall be removed in case the votes of
a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all the directors, or all the directors of
a particular class, as the case may be, would be sufficient to elect at least
one director.
SECTION 6. RESIGNATION OF DIRECTOR. Any director may resign at any time by
delivering a written notice of resignation, signed by such director, to the
President or the Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.
SECTION 7. INFORMAL ACTION. Any action which may be authorized or taken at a
meeting of the directors may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings signed by all the
directors, which writing or writings shall be filed with or entered upon the
records of the Corporation.
SECTION 8. RELIANCE ON ACCOUNTS AND REPORTS. A director, or a member of any
committee designated by the Board of Directors, shall in the performance of his
or her duties, be fully protected in relying in good faith upon the records of
the Corporation and upon information, opinions, reports or statements presented
to the Corporation by any of the Corporation's officers
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or employees, or committees designated by the Board of Directors, or by any
other person as to the matters the member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The Board of Directors, as soon as feasible after the
election thereof held in each year, shall elect a president, a secretary and a
treasurer, and, from time to time, may elect or appoint a chairman of the board,
one or more vice president and such assistant secretaries, assistant treasurers
and other officers as it may deem necessary. Any two or more offices may be held
by the same person, but no office shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law or by
the Articles of Incorporation, this Code of Regulations, or the bylaws, if any,
to be executed, acknowledged, or verified by two or more officers. The chairman
of the board, if any, shall be elected from among the directors.
SECTION 2. TERM AND REMOVAL. The term of office of all officers shall be one
year and until their respective successors are elected and qualify, but any
officer may be removed from office, either with or without cause, at any time by
the Board of Directors. A vacancy in any office arising from any cause may be
filled for the unexpired portion of the term by the Board of Directors.
SECTION 3. POWERS AND DUTIES. The officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may be conferred from time to time by the Board of
Directors. The vice-president or vice presidents, the assistant secretary or
assistant secretaries and the assistant treasurer or assistant treasurers, in
the order of their respective seniorities, in the absence or disability of the
president, secretary or treasurer, respectively, shall perform the duties of
such officer and shall generally assist the president, secretary or treasurer,
respectively.
ARTICLE V
CERTIFICATES REPRESENTING SHARES
SECTION 1. FORM. Each holder of shares shall be entitled to one or more
certificates signed by the Chairman of the Board, if any, or the President or a
Vice President and by the Secretary, an assistant secretary, the treasurer, or
an assistant treasurer of the Corporation, which shall certify the number and
class of shares held by him in the Corporation and shall contain such special
statements as may be prescribed by the Ohio General Corporation Law. No
certificate for shares shall be executed or delivered until such shares are
fully paid. The signature of any of said officers of the Corporation may be by
facsimile, engraved, stamped, or printed, to the extent permitted by law.
Although any officer of the Corporation whose manual or facsimile signature is
affixed to such a certificate ceases to be such officer before the certificate
is delivered, such certificate, nevertheless, shall be effective in all respects
when delivered.
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The Corporation may, but need not, issue a certificate for or including a
fraction of a share or may otherwise act in this regard in accordance with the
terms and conditions of the Ohio General Corporation Law.
SECTION 2. TRANSFER OF SHARES. The shares of the Corporation shall be
transferable only upon its books and by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the share transfer books and ledgers or to
such other person as the Board of Directors may designate for such purpose, and
new certificates shall thereupon be issued.
SECTION 3. LOST, STOLEN AND DESTROYED CERTIFICATES. The Board of Directors may
cause a new certificate of shares to be issued in the place of any lost, stolen
or destroyed certificate but the person seeking to have such new certificate
issued shall furnish proof, by affidavit or otherwise, as the Board may require,
of ownership of the shares represented by such lost, stolen or destroyed
certificate and the facts which tend to prove such loss, theft or destruction.
The Board of Directors may also require such person to execute and deliver to
the Corporation a bond, with or without sureties, in such sum as the Board of
Directors may direct, indemnifying the Corporation against any claim that may be
made against it by reason of the issue of such new certificate. The Board of
Directors may also, in its discretion, refuse to issue such new certificate,
except pursuant to a court order.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one
or more transfer agents and one or more registrars, and may require all
certificates representing shares to bear the signature of any such transfer
agents or registrars.
ARTICLE VI
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account,
together with minutes of the proceedings of its incorporators, shareholders,
directors, and committees of the directors, and records of its shareholders
showing their names and addresses and the number and class of shares issued or
transferred of record to or by them from time to time.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January in
each year and shall end on the last day of December next following, unless
otherwise determined by the Board of Directors.
ARTICLE VIII
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AMENDMENTS
This Code of Regulations of the Corporation shall be subject to alteration,
amendment or repeal, and any new Code of Regulations not inconsistent with any
provision of the Articles of Incorporation or statute may be made, either by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation, at any annual or special meeting of the
shareholders, or, without such meeting, by the written consent of the holders of
shares entitling them to exercise two-thirds of the voting power of the
Corporation. If this Code of Regulations are amended or new Code of Regulations
are adopted without a meeting of the shareholders, the Secretary of the
Corporation shall mail a copy of the amendment of the new Code of Regulations to
each shareholder who would have been entitled to vote thereon and did not
participate in the adoption thereof.
ARTICLE IX
CONSTRUCTION
In the event of any conflict between the provisions of the Code of
Regulations of the Corporation as in effect from time to time and the provisions
of the Articles of Incorporation of the Corporation as in effect from time to
time, the provisions of such Articles of Incorporation shall be controlling.
ARTICLE X
EMERGENCY REGULATIONS AND BYLAWS
In the event of an emergency, as defined in Revised Code Section 1701.01(U),
directors' meetings may be held and conducted as provided at the time in Revised
Code Section 1701.11(F), and any action so taken shall be the action of the
Corporation. The provisions of that subsection with regard to executives and
other officers shall also apply. The directors operating during an emergency
shall have authority to adopt such bylaws as they deem best for the conduct of
their meetings.