EXHIBIT 3.1
AMENDED AND RESTATED BY-LAWS
OF
MEDIACOM COMMUNICATIONS CORPORATION
(As of December 21, 2007)
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. A meeting of stockholders of the Corporation
shall be held annually at such place within or without the State of Delaware, at
such time and on such date as may from time to time be fixed by the Board of
Directors, for the election of directors and for the transaction of such other
business as may come before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation may be called by the Board of Directors or the Chief Executive
Officer, and shall be called by the Secretary upon the written request of
stockholders of record holding at least a majority in number of the issued and
outstanding shares of the Corporation entitled to vote at such meeting. Special
meetings shall be held at such places within or without the State of Delaware,
at such time and on such date as shall be specified in the call thereof. At any
special meeting, only such business may be transacted which is related to the
purpose or purposes set forth in the notice of such special meeting.
Section 3. NOTICE OF MEETINGS. Written notice of each meeting of
stockholders stating the place, date and hour thereof and, unless it is an
annual meeting, the purpose or purposes for which the meeting is called and that
it is being issued by or at the direction of the person or persons calling the
meeting, shall be given personally or by mail, not less than ten nor more than
sixty days before the date of such meeting, to each stockholder entitled to vote
at such meeting. If mailed, such notice is given when deposited in the United
States mail, with postage thereon
prepaid, directed to the stockholder at his or her address as it appears on the
record of stockholders or, if he or she shall have filed with the Secretary a
written request that notices to him or her be mailed to some other address then
directed to him or her at such other address.
Section 4. WAIVER OF NOTICE. Notice of any meeting of stockholders need not
be given to any stockholder who submits a signed waiver of notice, in person or
by proxy, whether before or after the meeting. The attendance of any stockholder
at a meeting in person or by proxy, without protesting prior to the conclusion
of the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him or her.
Section 5. ADJOURNMENT. When any meeting of stockholders is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. However, if after such adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record on the new record
date entitled to vote at such meeting.
Section 6. QUORUM. Except as otherwise provided by law, the holders of a
majority of the shares entitled to vote at any meeting of stockholders, shall
constitute a quorum thereat for the transaction of any business. When a quorum
is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any stockholders. The stockholders present may adjourn a meeting
despite the absence of a quorum.
Section 7. PROXIES. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him or her by proxy. Every proxy must be
signed by the stockholder or his or her attorney-in-fact. No proxy shall be
valid after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by law.
Section 8. VOTING. Every stockholder of record shall be entitled at every
meeting of stockholders to one vote for every share standing in his or her name
on the record of stockholders. Directors shall, except as otherwise required by
law, be elected by a plurality of the votes cast at a meeting of stockholders by
the holders of shares entitled to vote in such election. Whenever any corporate
action, other than the election of directors, is to be taken by vote of the
stockholders, it shall, except as otherwise required by law, be authorized by a
majority of the votes cast at a meeting of stockholders by the holders of shares
entitled to vote thereon.
Section 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by stockholders by vote may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon.
Section 10. RECORD DATE. The Board of Directors may fix, in advance, a
date, which date shall not be more than sixty nor less than ten days before the
date of any meeting of stockholders nor more than sixty days prior to any other
action, as the record date for the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action. When a determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders has been made as
provided herein, such determination shall apply to any adjournment thereof,
unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
DIRECTORS
Section 1. NUMBER AND QUALIFICATIONS. The Board of Directors shall consist
of one or more members. The number of directors shall be fixed by the Board of
Directors. Directors need not be stockholders of the Corporation. Each of the
directors shall be at least eighteen years of age.
Section 2. ELECTION AND TERM OF OFFICE. At each annual meeting of
stockholders, directors shall be elected to hold office until the next annual
meeting of stockholders. Each director shall hold office until the expiration of
such term, and until his or her successor has been elected and qualified, unless
he or she shall sooner die, resign or be removed.
Section 3. MEETINGS. A meeting of the Board of Directors shall be held for
the election of a Chairman of the Board of Directors, for the election of
officers and for the transaction of such other business as may properly come
before such meeting as soon as practicable after the annual meeting of
stockholders. Other regular meetings of the Board of Directors may be held at
such times as the Board of Directors may from time to time determine. Special
meetings of the Board of Directors may be called at any time by the Chief
Executive Officer or by a majority of the directors then in office. Meetings of
the Board of Directors shall be held at the principal office of the Corporation
in the State of Delaware or at such other place within or without the State of
Delaware as may from time to time be fixed by the Board of Directors.
Section 4. NOTICE OF MEETINGS; ADJOURNMENT. No notice need be given of the
first meeting of the Board of Directors after the annual meeting of stockholders
or of any other regular meeting of the Board of Directors, provided the time and
place of such meetings are fixed by the Board of Directors. Notice of each
special meeting of the Board of Directors and of each regular meeting the time
and place of which has not been fixed by the Board of Directors, specifying the
place, date and time thereof, shall be given personally, by mail or telegraphed
to
each director at his or her address as such address appears upon the books of
the Corporation at least two business days (Saturdays, Sundays and legal
holidays not being considered business days for the purpose of these By-Laws)
before the date of such meeting. Notice of any meeting need not be given to any
director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him or her. Notice of any directors' meeting
or any waiver thereof need not state the purpose of the meeting. A majority of
the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice of any adjournment of a meeting of the
Board of Directors to another time or place shall be given to the directors who
were not present at the time of the adjournment and, unless such time and place
are announced at the meeting, to the other directors.
Section 5. QUORUM; VOTING. At any meeting of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business or of any specified item of business. Except as
otherwise required by law, the vote of a majority of the directors present at
the time of the vote, if a quorum is present at such time, shall be the act of
the Board of Directors.
Section 6. PARTICIPATION BY TELEPHONE. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 7. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or such committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the
Board of Directors or such committee shall be filed with the minutes of the
proceedings of the Board of Directors or such committee.
Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board of Directors, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors. Each such committee, to the extent provided in such resolution, shall
have all the authority of the Board of Directors, except that no such committee
shall have authority as to the following matters: (a) the submission to
stockholders of any action that needs stockholders' approval pursuant to law,
(b) the filling of vacancies in the Board of Directors or in any committee, (c)
the fixing of the compensation of the directors for serving on the Board of
Directors or on any committee, (d) the amendment or repeal of these By-Laws, or
the adoption of new By-Laws, or (e) the amendment or repeal of any resolution of
the Board of Directors which by its terms shall not be so amendable or
repealable. The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee. Each such committee shall serve at the
pleasure of the Board of Directors.
Section 9. REMOVAL; RESIGNATION. Any or all of the directors may be removed
for cause by vote of the stockholders, and any of the directors may be removed
for cause by action of the Board of Directors. Any director may resign at any
time, such resignation to be made in writing and to take effect immediately or
on any future date stated in such writing, without acceptance by the
Corporation.
Section 10. VACANCIES. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board of
Directors for any reason may be filled by vote of the Board of Directors or by
vote of the stockholders. If any newly created directorship or vacancy is to be
filled by vote of the Board of Directors and the number of directors then in
office is less than a quorum, such newly created directorship or vacancy may be
filled by vote of a majority of the directors then in office. A director elected
to fill a vacancy,
unless elected by the stockholders, shall hold office until the next meeting of
stockholders at which the election of directors is in the regular order of
business, and until his or her successor has been elected and qualified, and any
director elected by the stockholders to fill a vacancy shall hold office for the
unexpired term of his or her predecessor unless, in either case, he or she shall
sooner die, resign or be removed.
ARTICLE III
OFFICERS
Section 1. ELECTION; QUALIFICATIONS. At the first meeting of the Board of
Directors and as soon as practicable after each annual meeting of stockholders,
the Board of Directors shall elect or appoint a Chief Executive Officer, one or
more Vice-Presidents, a Secretary and a Treasurer, and may elect or appoint at
such time and from time to time such other officers as it may determine. No
officer need be a director of the Corporation. Any two or more offices may be
held by the same person, except the offices of Chief Executive Officer and
Secretary. When all of the issued and outstanding stock of the Corporation is
owned by one person, such person may hold all or any combination of offices.
Section 2. TERM OF OFFICE; VACANCIES. All officers shall be elected or
appointed to hold office until the meeting of the Board of Directors following
the next annual meeting of stockholders. Each officer shall hold office for such
term and until his or her successor has been elected or appointed and qualified
unless he or she shall earlier resign, die, or be removed. Any vacancy occurring
in any office, whether because of death, resignation or removal, with cause, or
any other reason, shall be filled by the Board of Directors.
Section 3. REMOVAL; RESIGNATION. Any officer may be removed by the Board of
Directors with cause. Any officer may resign his or her office at any time, such
resignation to be made in writing and to take effect immediately or on any
future date stated in such writing, without acceptance by the Corporation.
Section 4. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief
Executive Officer shall be the chief executive, operating and administrative
officer of the Corporation and shall have general charge and supervision of its
business, affairs, administration and operations. The Chief Executive Officer
shall from time to time make such reports concerning the Corporation as the
Board of Directors may direct. The Chief Executive Officer shall preside at all
meetings of stockholders and the Board of Directors. The Chief Executive Officer
shall have such other powers and shall perform such other duties as may from
time to time be assigned to him or her by the Board of Directors.
Section 5. POWERS AND DUTIES OF THE VICE-PRESIDENTS. Each of the
Vice-Presidents shall have such powers and shall perform such duties as may from
time to time be assigned to him or her by the Board of Directors.
Section 6. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall record
and keep the minutes of all meetings of stockholders and of the Board of
Directors. The Secretary shall attend to the giving and serving of all notices
by the Corporation. The Secretary shall be the custodian of, and shall make or
cause to be made the proper entries in, the minute book of the Corporation and
such books and records as the Board of Directors may direct. The Secretary shall
be the custodian of the seal of the Corporation and shall affix or cause to be
affixed such seal to such contracts, instruments and other documents as the
Board of Directors may direct. The Secretary shall have such other powers and
shall perform such other duties as may from time to time be assigned to him or
her by the Board of Directors.
Section 7. POWERS AND DUITES OF THE TREASURER. The Treasurer shall be the
custodian of all funds and securities of the Corporation. Whenever required by
the Board of Directors, the Treasurer shall render a statement of the
Corporation's cash and other accounts, and shall cause to be entered regularly
in the proper books and records of the Corporation to be kept for such purpose
full and accurate accounts of the Corporation's receipts and disbursements. The
Treasurer shall at all reasonable times exhibit the Corporation's books and
accounts to any
director of the Corporation upon application at the principal office of the
corporation during business hours. The Treasurer shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
or her by the Board of Directors.
Section 8. DELEGATION. In the event of the absence of any officer of the
Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may at any time and from time to time
delegate all or any part of the powers or duties of any officer to any other
officer or officers or to any director or directors.
ARTICLE IV
STOCK OF THE CORPORATION
Section 1. SHARES OF STOCK. Shares of the capital stock of the Corporation
may be certificated or uncertificated, as provided under the General Corporation
Law of the State of Delaware. Each stockholder, upon written request to the
transfer agent or registrar of the Corporation, shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall
certify the number of shares of the Corporation owned by the stockholder, shall
bear the Corporation seal and shall be signed by the Chairman of the Board of
Directors, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation. The Corporation seal and the signatures by
Corporation officers may be facsimiles if the certificate is manually
countersigned by an authorized person on behalf of a transfer agent or registrar
other than the Corporation or its employee. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such officer, transfer agent or registrar
were such officer, transfer agent or registrar at the time of its issue. Every
certificate for shares of stock which are subject to any restriction on transfer
and every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law.
Section 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued by the Corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. TRANSFERS OF STOCK. Stock of the Corporation shall be
transferable in the manner prescribed by applicable law and in these Bylaws.
Transfers of stock shall be made on the books of the Corporation, and in the
case of certificated shares of stock, only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefore, properly endorsed for transfer
and payment of all necessary transfer taxes; or, in the case of uncertificated
shares of stock, upon receipt of proper transfer instructions from the
registered holder of the shares or by such person's attorney lawfully
constituted in writing, and upon payment of all necessary transfer taxes and
compliance with appropriate procedures for transferring shares in uncertificated
form; provided, however, that
such surrender and endorsement, compliance or payment of taxes shall not be
required in any case in which the officers of the Corporation shall determine to
waive such requirement. No transfer of stock shall be valid as against the
Corporation for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.
Section 4. REGISTERED STOCKHOLDERS. 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 shall not be bound
to recognize any equitable or other claim to or interest in such 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 the State of Delaware.
ARTICLE V
EXECUTION OF DOCUMENTS
All contracts, instruments, agreements, bills payable, notes, checks,
drafts, warrants or other obligations of the Corporation shall be made in the
name of the Corporation and shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
ARTICLE VI
SEAL
The seal of the Corporation shall contain the name of the Corporation, the
words "Corporate Seal", the year of its organization and the word "Delaware".
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any person to the full extent permitted,
and in the manner provided, by the General Corporation Law of the State of
Delaware, as the same now exists or may hereafter be amended.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each year or
on such other date as shall be determined by the Board of Directors.
ARTICLE IX
AMENDMENT OF BY-LAWS
Except as otherwise provided by law, these By-Laws may be amended or
repealed, and any new By-Law may be adopted, by vote of the holders of the
shares at the time entitled to vote in the election of any directors or by a
majority of the entire Board of Directors, but any by-law adopted by the Board
of Directors may be amended or repealed by the stockholders entitled to vote
thereon as herein provided.