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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS OF
HIGH SPEED ACCESS CORP.
(a Delaware corporation)
ARTICLE I
Offices
The registered office of the corporation shall be in the City
of Wilmington, County of New Castle, State of Delaware. The corporation may have
such other offices as the business of the corporation may require from time to
time.
ARTICLE II
Stockholders
Section 1. Annual Meetings. The annual meeting of the
stockholders shall be held for the election of directors and for the transaction
of such other business as may properly come before the meeting at such date,
time and place, either within or without the State of Delaware, as the Board of
Directors shall each year fix.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes prescribed in the notice of the
meeting, may be called only by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors or the
Chairman of the Board and shall be held at such place, on such date, and at such
time as they or the Chairman may fix.
Section 3. Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the certificate
of incorporation or these bylaws, the written notice of any meeting shall be
given, either personally or by first class mail or by telegraphic or other
written communication, not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the corporation. An affidavit of the mailing or other
means of giving any notice of any stockholder's meeting, executed by the
secretary, assistant secretary or any transfer agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.
Section 4. Adjournments. Any meeting of the stockholders,
annual or special, may adjourn from time to time to reconvene at the same or
some other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting
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at which the adjournment is taken. At the adjourned meeting the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Article II, Section 4 of these bylaws until a quorum shall
attend.
Section 6. Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
his absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 7. Voting; Proxies. Except as otherwise provided by
the certificate of incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock
held by such stockholder which has voting power upon the matter in question.
Each stockholder entitled to vote at a meeting of stockholders may authorize
another person or persons to act for such stockholder by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of the
General Corporation Law of Delaware. A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the corporation. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the certificate of incorporation or these bylaws, be
decided by the vote of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all shares of stock entitled to vote
thereon which are present in person or represented by proxy at the meeting.
Section 8. List of Stockholders Entitled to Vote. The officer
who has charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period
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of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 9. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Section 10. Fixing Date for Determination of Stockholders of
Record. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed by the Board of Directors, then the
record date shall be as provided by applicable law.
Section 11. Voting Procedures and Inspections of Elections.
(a) The corporation shall, in advance of any meeting
of stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.
(b) The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors.
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(c) The date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the polls unless the Court of Chancery upon application by
a stockholder shall determine otherwise.
(d) In determining the validity and counting of
proxies and ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information provided in
accordance with Section 212(c)(2) of the Delaware General Corporation Law, the
ballots and the regular books and records of the corporation, except that the
inspectors may consider other reliable information for the limited purpose of
reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the holder of
a proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspectors consider other reliable
information for the limited purpose permitted herein, the inspectors at the time
they make their certification pursuant to sub-section (b)(v) above shall specify
the precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the means
by which the information was obtained and the basis for the inspectors' belief
that such information is accurate and reliable.
Section 12. Stockholder Proposals at Annual Meetings.
(a) At an annual meeting of the stockholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 45 days nor more than 75 days prior to the date on
which the corporation first mailed its proxy materials for the previous year's
annual meeting of stockholders (or the date on which the corporation mails its
proxy materials for the current year if during the prior year the corporation
did not hold an annual meeting or if the date of the annual meeting was changed
more than 30 days from the prior year). A stockholder's notice to the Secretary
shall set forth as to each matter the 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 the stockholder proposing
such business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.
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(b) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 12 of Article II;
provided, that nothing in this Section 12 of Article II shall be deemed to
preclude discussion by any stockholder of any business properly brought before
the annual meeting in accordance with said procedure.
(c) The presiding officer of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 12 of Article II, and any such business not properly brought before the
meeting shall not be transacted.
Section 13. Nominations of Persons for Election to the Board
of Directors.
(a) In addition to any other applicable requirements,
only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors. Nominations of persons for election to
the Board of Directors may be made at a meeting of stockholders by or at the
direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 13 of Article II.
(b) Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 45 days nor more than 75 days prior to the date on
which the corporation first mailed its proxy materials for the previous year's
annual meeting of stockholders (or the date on which the corporation mails its
proxy materials for the current year if during the prior year the corporation
did not hold an annual meeting or if the date of the annual meeting was changed
more than 30 days from the prior year). Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class and number of shares of the corporation which are
beneficially owned by the person, and (D) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934; and (ii) as to the stockholder giving the notice, (A) the name and record
address of the stockholder, and (B) the class and number of shares of the
corporation which are beneficially owned by the stockholder. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth herein. These provisions shall not apply to
nomination of persons, if any, entitled to be separately elected by holders of
preferred stock.
(c) The presiding officer of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and the defective
nomination shall be disregarded.
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ARTICLE III
Board of Directors
Section 1. Number; Qualifications. The Board of Directors may
from time to time designate the number of directors which shall constitute the
whole board. The number of directors shall initially be one (1).
Section 2. Election; Resignation; Removal; Vacancies. The
directors shall be divided into three classes, with the term of office of the
first class, which class initially consists of two directors, to expire at the
annual meeting of stockholders held in 2000; the term of office of the second
class, which class initially consists of two directors, to expire at the annual
meeting of stockholders held in 2001; the term of office of the third class,
which class initially consists of three directors, to expire at the annual
meeting of stockholders held in 2001; and thereafter for each such term to
expire at each third succeeding annual meeting of stockholders after such
election. Each director shall hold office until his successor is elected and
qualified or until his or her earlier resignation and removal. Any director may
resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.
Section 3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined notices thereof need not be given.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President or a
majority of the members of the Board of Directors then in office and may be held
at any time or place within or without the State of Delaware as the person or
persons calling the meeting shall fix. Notice of a special meeting of the Board
of Directors shall be given by the person or persons calling the meeting at
least forty-eight hours before the special meeting.
Section 5. Telephonic Meetings Permitted. Members of the Board
of Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
bylaw shall constitute presence in person at such meeting.
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Section 6. Quorum; Vote Required for Action. At all meetings
of the Board of Directors a majority of the whole Board of Directors shall
constitute a quorum for the transaction of business. Except in cases in which
the certificate of incorporation or these bylaws otherwise provide, the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 7. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or in his or her
absence by the Vice Chairman of the Board, if any, or in his or her absence by
the President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 8. Informal Action by Directors. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or such committee.
Section 9. Compensation. Directors, as such, may receive,
pursuant to a resolution of the Board of Directors, fees and other compensation
for their services as directors, including, without limitation, their services
as members of committees of the Board of Directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving payment therefor.
ARTICLE IV
Committees
Section 1. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation.
Section 2. Executive Committee. The Board of Directors may, by
resolution regularly adopted, designate one or more directors to constitute an
Executive Committee. The
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Executive Committee, in the intervals between the meetings of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the corporation, except that the
Executive Committee shall not have any power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, amending the bylaws of the corporation, declaring dividends,
authorizing the issuance of stock, or adopting a certificate of ownership and
merger. A majority of such committee shall constitute a quorum.
Section 3. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board of Directors may
make, alter and repeal rules for the conduct of its business. In the absence of
such rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article III of these
bylaws.
ARTICLE V
Officers
Section 1. Executive Officers; Election; Qualifications; Terms
of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President, a Chief Operating Officer and a Secretary, and it may, if it so
determines, choose a Chairman of the Board and a Vice Chairman of the Board from
among its members. The Board of Directors may also choose a Chief Executive
Officer, one or more Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers. Each such officer shall hold
office for such term as the Board of Directors may from time to time determine.
Any officer may resign at any time upon written notice to the corporation. The
Board of Directors may remove any officer with or without cause at any time, but
such removal shall be without prejudice to the contractual rights of such
officer, if any, with the corporation. Any number of offices may be held by the
same person. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting. The Board of
Directors may appoint, or may empower the President to appoint, such other
corporate officers as the business of the corporation may require, each of whom
shall hold office for such period, have such power and authority, and perform
such duties as are provided in these bylaws or as the Board of Directors may
from time to time determine.
Section 2. Powers and Duties of Executive Officers. Except as
further described in this Article V, the officers of the corporation shall have
such powers and duties in the management of the corporation as may be prescribed
by the Board of Directors and, to the extent not so provided, as generally
pertain to their respective offices or as directed by the President, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
duties.
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Section 3. Chairman of the Board. The Chairman of the Board,
if any, shall preside as chairman at meetings of the stockholders and the Board
of Directors. He shall, in addition, have such other duties as the Board may
prescribe that he perform. At the request of the President, the Chairman of the
Board may, in the case of the President's absence or inability to act,
temporarily act in his place. In the case of death of the President or in the
case of his absence or inability to act without having designated the Chairman
of the Board to act temporarily in his place, the Chairman of the Board shall
perform the duties of the President, unless the Board of Directors, by
resolution, provides otherwise. If the Chairman of the Board shall be unable to
act in place of the President, the Vice Chairman, or if none, the Vice
Presidents, may exercise such powers and perform such duties as provided below.
Section 4. Vice Chairman of the Board. The Vice Chairman of
the Board, if any, shall perform duties commonly incident to this office and
shall perform such other duties and have such other powers as the President or
Board of Directors may from time to time prescribe. In the event the position of
Chairman of the Board shall not be occupied or the Chairman shall be absent or
otherwise unable to act, the Vice Chairman shall preside at meetings of the
stockholders and directors and shall discharge the duties of the presiding
officer.
Section 5. President. The President shall perform all duties
commonly incident to the office of President and shall perform such other duties
and have such other powers as may, from time to time, be assigned to him by the
Board of Directors. In the event the position of chairman of the board or vice
chairman of the board shall not be occupied or the chairman or vice chairman
shall be absent or otherwise unable to act, the President shall preside at
meetings of the stockholders and directors and shall discharge the duties of the
presiding officer. The President shall have the authority to execute bonds,
mortgages and other contracts requiring a seal under the seal of the
corporation, except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the corporation.
Section 6. Chief Operating Officer. The Chief Operating
Officer shall perform all duties commonly incident to this office and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. The Chief Operating Officer shall have the
authority to execute bonds, mortgages and other contracts requiring a seal under
the seal of the corporation, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
Section 7. Secretary. The Secretary shall keep or cause to be
kept in books provided for that purpose, the minutes of the meetings of the
stockholders, executive committee, if any, and any other committees, and of the
Board of Directors; shall see that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the corporation and see that the seal is affixed to
all documents, the execution of which on behalf of the corporation under its
seal is duly authorized and in accordance with the provisions of these Bylaws;
and, in general, shall perform all duties incident
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to the office of Secretary and such other duties as may, from time to time, be
assigned to him by the Board of Directors or by the President. In the absence of
the Secretary or his inability to act, the assistant secretaries, if any, shall
act with the same powers and shall be subject to the same restrictions as are
applicable to the Secretary.
Section 8. Delegation of Duties. Whenever an officer is
absent, or whenever, for any reason, the Board of Directors may deem it
desirable, the Board may delegate the powers and duties of an officer to any
other officer or officers or to any director or directors.
ARTICLE VI
Stock
Section 1. Certificates. Every holder of stock shall be
entitled to have a certificate signed by or in the name of the corporation by
the Chairman or Vice Chairman of the Board of Directors, if any, or the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, of the corporation, certifying the
number of shares owned by such stockholder in the corporation. Any of or all the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a 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 person were such officer, transfer agent, or
registrar at the date of issue.
Section 2. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
indemnify the corporation and/or to give the corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
Section 3. Transfer of Shares. Subject to applicable law,
shares of stock of the corporation may be transferred on its books upon the
surrender to the corporation or its transfer agent of the certificates
representing such shares, if any, duly endorsed or accompanied by a written
assignment or power of attorney duly executed and with such proof of authority
or authenticity of signature as the corporation or its transfer agent may
reasonably require. In that event, the surrendered certificates shall be
canceled, new certificates issued to the persons entitled to them, if any, and
the transaction recorded on the books of the corporation.
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 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
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or other claim to or interest in such share or shares on the part of the 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 VII
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the corporation
shall be determined by resolution of the Board of Directors.
Section 2. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Any written waiver of notice, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any 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 stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 3. Form of Records. Any records maintained by the
corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, micro-photographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
Section 4. Certificate of Incorporation Governs. In the event
of any conflict between the provisions of the corporation's Certificate of
Incorporation and bylaws, the provisions of the Certificate of Incorporation
shall govern.
Section 5. Severability. If any provision of these bylaws
shall be held to be invalid, illegal, unenforceable or in conflict with the
provisions of the corporation's certificate of incorporation, then such
provision shall nonetheless be enforced to the maximum extent possible
consistent with such holding and the remaining provisions of these bylaws
(including without limitation all portions of any section of these bylaws
containing any such provision held to be invalid, illegal, unenforceable or in
conflict with the Certificate of Incorporation, that are not themselves invalid,
illegal, unenforceable or in conflict with the Certificate of Incorporation)
shall remain in full force and effect.
Section 6. Amendment of Bylaws. These Bylaws may be altered or
repealed, and new Bylaws made, by the Board of Directors, but the stockholders
may make additional Bylaws and may alter and repeal any Bylaws whether adopted
by them or otherwise.
12
CERTIFICATE
I, W. Kent Oyler, III, certify that I am the Secretary of High
Speed Access Corp., a Delaware corporation (the "Company"), that I am duly
authorized to make and deliver this certificate, that the attached Bylaws are a
true and correct copy of the Bylaws of the Company in effect as of the date of
this certificate.
Dated: , 1999
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W. Kent Oyler, III, Secretary