Exhibit 3.2
FORM OF AMENDMENT TO THE BYLAWS OF
CITIZENS COMMUNICATIONS COMPANY
Adopted on March 6, 2002
Paragraph 4 of Bylaw 4 is deleted in its entirety and replaced with the
following:
"Special meetings of the stockholders may be called by
the Chief Executive Officer and shall be called on the request in
writing or by vote of a majority of the Board of Directors or on
request in writing of stockholders of record owning fifty percent
(50%) in amount of the capital stock of the corporation
outstanding and entitled to vote. Any such request by stockholders
shall set forth a brief description of the business desired to be
brought before the special meeting and the reasons for conducting
such business at the special meeting.
The record date for determining the stockholders of
record entitled to vote at a special meeting called on the written
request of stockholders shall be fixed by resolution of the Board
of Directors. Written notice of such record date shall be sent
promptly to stockholders and the meeting shall be held on such
date as shall be determined by the Board of Directors which shall
be not less than sixty (60) nor more than one hundred and twenty
(120) days after the date on which a proper demand for a
stockholders meeting has been made by stockholders.
The Board of Directors or the Chairman of the Board of
Directors may determine rules and procedures for the conduct of
the special meeting.
No business may be transacted at a special meeting of
stockholders, other than business that is either (a) specified in
the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the
special meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise
properly brought before the special meeting by any stockholder of
the corporation who complies with the procedures set forth in this
Bylaw."
The last three paragraphs of Bylaw 4 are deleted in their entirety and
replaced with the following:
"No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in
the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise
properly brought before the annual meeting by any stockholder of
the corporation (i) who is a stockholder of record on the date of
the giving of the notice of the annual meeting provided for in
this Bylaw and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who
complies with the notice procedures set forth in this Bylaw.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
corporation.
To be timely, a stockholder's notice to the Secretary of
the corporation must be delivered to or mailed and received at the
principal executive offices of the corporation not less than
ninety (90) days nor more than one hundred-twenty (120) days prior
to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that
the annual meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to
the Secretary of the corporation must set forth, as to each matter
such stockholder proposes to bring before the annual meeting, (i)
a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class and series and number of shares of
each class and series of capital stock of the corporation which
are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such
stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such
business, (v) a representation that such stockholder is a holder
of record of stock of the corporation entitled to vote at such
meeting and that such stockholder intends to appear in person or
by proxy at the annual meeting to bring such business before the
meeting, and (vi) any other information relating to such
stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies pursuant to Section 14 of the Securities
Exchange Act of 1934 (the "Exchange Act") (or in any law or
statute replacing such section), and the rules and regulations
promulgated thereunder.
No business shall be conducted at any annual meeting of
stockholders except business brought before the meeting in
accordance with the procedures set forth in this Bylaw; provided,
however, that, once business has been properly brought before the
meeting in accordance with such procedures, nothing in this Bylaw
shall be deemed to preclude discussion by any stockholder of any
such business. If the Chairman of a meeting determines that
business was not properly brought before the meeting in accordance
with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the
meeting and such business shall not be transacted.
In addition, notwithstanding anything in this Bylaw to
the contrary, a stockholder intending to nominate one or more
persons for election as a director at an annual or special meeting
of stockholders must comply with Bylaw 5 for such nominations to
be properly brought before such meeting."
The last three paragraphs of Bylaw 5 are deleted in their entirety and
replaced with the following:
"Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors
of the corporation, subject to the rights of holders of any class
or series of stock having a preference over the common stock of
the corporation as to dividends or upon liquidation to elect
directors under specified circumstances. Nominations of persons
for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders
called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors or the Nominating Committee,
or (b) by any stockholder of the corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Bylaw and on the record date for the
determination of stockholders entitled to vote at such meeting and
(ii) who complies with the notice procedures set forth in this
Bylaw.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the
Secretary of the corporation.
To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the corporation (a) in the case of an annual
meeting, not less than ninety (90) days nor more than one
hundred-twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a
date that is not within twenty-five (25) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever first occurs; and (b) in
the case of a special meeting of stockholders called for the
purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice
of the date of the special meeting was mailed or public disclosure
of the date of the special meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to
the Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation and employment of the
person, (iii) the class and series and number of shares of each
class and series of capital stock of the corporation which are
owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act (or in any
law or statute replacing such section), and the rules and
regulations promulgated thereunder; and (b) as to the stockholder
giving the notice (i) the name and record address of such
stockholder, (ii) the class and series and number of shares of
each class and series of capital stock of the corporation which
are owned beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and that
such stockholder intends to appear in person or by proxy at the
meeting to nominate the person or persons named in its notice, and
(v) any other information relating to such stockholder that would
be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange
Act (or in any law or statute replacing such section) and the
rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of
the corporation unless nominated in accordance with the procedures
set forth in this Bylaw. If the Chairman of the meeting determines
that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded."
A new paragraph is added after the 8th paragraph of Bylaw 5:
"The Board of Directors shall have an Audit Committee.
The Audit Committee shall consist of not less than three
Directors, to be appointed and to serve at the pleasure of the
Board. Except as otherwise provided by such rules, each member of
the Audit Committee shall be qualified to serve thereon in
accordance with the applicable rules of the New York Stock
Exchange. The Audit Committee shall have such powers, duties and
authority as shall be determined by resolution of the Board of
Directors from time to time, including as set forth in the charter
of the Audit Committee adopted by the Board of Directors in
accordance with the rules of the New York Stock Exchange."
The second sentence of the first paragraph of Bylaw 7 is deleted in its
entirety and replaced with the following:
"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 of the Board of
Directors may be held at any time upon the call of two (2)
Directors or of the Chief Executive Officer by oral, telegraphic,
written, electronic mail or other electronic notice duly sent or
mailed to each Director not less than twenty-four (24) hours
before such meeting."
Bylaw 17 is deleted in its entirety and replaced with the following:
"17. The Board of Directors shall have the power to close
the stock transfer books of the corporation for a period not
exceeding sixty (60) days preceding the date for any meeting of
stockholders or for payment of any dividend or for the allotment
of rights or when any change or conversion or exchange of capital
stock shall go into effect. In lieu of so closing the books, the
Board of Directors may fix in advance a date, not exceeding sixty
(60) days preceding the abovementioned dates, as a record date for
the determination of the stockholders entitled to notice of or to
vote at any such meeting, any adjournment thereof, or entitled to
dividends or other rights hereinbefore mentioned.
In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is
adopted by the Board of Directors (or such later date as the
stockholder may request). Any stockholder of record seeking to
have the stockholders authorize or take corporate action by
written consent shall, by written notice to the Secretary of the
corporation, request the Board of Directors to fix a record date.
The Board of Directors shall promptly, but in all events within
ten (10) days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has
been fixed by the Board of Directors within ten (10) days after
the date on which such request is received, the record date for
determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Secretary of the
corporation at its principal executive offices. Delivery shall be
by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior
action."
Bylaw 22 is deleted in its entirety and replaced with the following:
"22. Notice required to be given under the provisions of
these Bylaws to any Director, officer or stockholder shall not be
construed to mean personal notice, but may be given in writing by
depositing the same in a post office or letter box, in a postpaid
sealed or unsealed wrapper, addressed to such stockholder, officer
or Director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the
time when the same shall be thus mailed; provided, however, that
any notice to Directors may also be made by oral, telegraphic,
electronic mail or other electronic transmission, and such notice
shall be deemed to be given at the time when the same shall be
sent or given. In computing the number of days notice required for
any meeting, the day on which the notice shall be deposited in the
mail or sent by telegraph shall be excluded; provided, however,
that in computing the number of hours required for any oral,
telegraphic, electronic mail or other electronic notice to
Directors of a special meeting of Directors, the time of delivery
of such notice shall be the time of sending or giving such
notice."
A new paragraph is added as Paragraph (g) to Bylaw 24:
"Paragraph (g). Certain Limitations. The corporation
shall indemnify any indemnitee as provided in By-laws 24 and 24A
in connection with a Proceeding initiated by such indemnitee only
if such Proceeding was authorized by the Board of Directors of the
corporation; provided, however, that the corporation shall further
indemnify an indemnitee in connection with a Proceeding to enforce
such indemnitee's rights under By-laws 24 and 24A."