Exhibit 3.28
AMENDED AND RESTATED BYLAWS
OF
PRUDHOE COMMUNICATIONS, INC.
1. CORPORATE OFFICES
1.1 Business Office. The principal office of the corporation shall
be located at any place whether within or outside the State of Alaska as
designated in the corporation's most current Annual Report filed with the
Commissioner of Commerce. The corporation may have such other offices, either
within or without the State of Alaska as the board of directors may designate or
as the business of the corporation may require from time to time.
1.2 Registered Office. The registered office of the corporation,
required by A.S. 10.06.150, shall be 510 L Street, Suite 500, Anchorage, Alaska
99501. The address of the registered office may be changed from time to time.
2. SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of the shareholders of the
corporation shall be held within sixty (60) days of the close of the
corporation's fiscal year, at a time and date as determined by the board of
directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.
2.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, described in the meeting notice, may be called by the board
of directors or the president, and shall be called by the president at the
request of the holders of not less than ten percent (10%) of all outstanding
votes of entitled to be cast on any issue at the meeting.
2.3 Place of Shareholder Meeting. The board of directors may
designate any place, either within or without the State of Alaska as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form, of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
whether within or without the State of Alaska, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be the principal
office of the corporation in the State of Alaska.
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2.4 Notice of Meeting. Written notice stating the place, day, and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting was called, shall unless otherwise prescribed by statute
or waived by the shareholders, be delivered not less than ten (10) days before
the date of the meeting, either personally or confirmed by telecopy, by or at
the direction of the President, or the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
2.5 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed, in any case thirty (30) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least thirty (30) days immediately preceding such meeting. In
lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders. If
the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
2.6 Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address and the number of
shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
2.7 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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2.8 Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or his or her duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six (6) months from the date of its execution, unless otherwise provided in the
proxy.
2.9 Voting of Shares. Subject to the provisions of the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.
2.10 Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent, or proxy as the
bylaws of such corporation may prescribe or, in the absence of such provisions,
as the board of directors of such corporation may determine, or, in the absence
of such determination, by the president or chairman of such corporation.
2.11 Informal Action by Shareholders. Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
3. BOARD OF DIRECTORS
3.1 General Powers. The board of directors shall manage the property
and business of the corporation and shall have and may exercise all of the
powers of the corporation, except such as are reserved to or may be conferred
upon the shareholders of the corporation. The directors shall have the power to
make and change from time to time rules and regulations not inconsistent with
these bylaws for the management of the business and affairs of the corporation.
3.2 Number, Tenure and Qualifications. The number of directors shall
be four as of the date of adoption of these bylaws, and thereafter shall not be
less than three unless all of the outstanding shares are owned, beneficially and
of record by less than three shareholders, in which event the number of
Directors shall not be less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders and until his or her
successor shall have been elected and qualified. In the event of the death,
resignation, or removal of a director, his or her successor or replacement shall
be chosen at a special meeting or at the next annual meeting of the
shareholders. A chairman of the board of directors may be selected by the
directors.
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3.3 Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than these Bylaws immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
3.4 Special Meetings. Special meetings of the board of directors may
be called by any director, who may fix the place for holding any special meeting
of the board of directors called by him or her.
3.5 Notice. Notice of any special meeting shall be given at least
ten (10) days previously thereto by written notice delivered personally or by
telecopy to each director at his or her business address. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
3.6 Quorum. The quorum of the board of directors shall consist of a
majority of directors, and any resolution or other action taken at a meeting of
the board of directors shall be adopted by an affirmative vote of a majority of
the directors present, except as otherwise provided in the bylaws or the
Articles of Incorporation. Meetings of the board of directors may be held by
telephone conference calls.
3.7 Action Without a Meeting. Any action that may be taken by the
board of directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed by all the
directors.
3.8 Vacancies. Any vacancy occurring in the board of directors may
be filled by a person or persons elected at a special or annual meeting of the
shareholders. A director elected to fill a vacancy caused by death, resignation,
or removal, or by reason of an increase in the number of directors shall be
elected for the unexpired terms of his or her predecessor or other directors in
the office.
3.9 Compensation. By resolution of the board of directors, each
director may be paid his or her expenses, if any, of attendance at each meeting
of the board of directors, including reasonable travel expenses. Otherwise,
directors shall serve without compensation. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
3.10 Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the
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minutes of the meeting or unless he or she shall file his or her written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
3.11 Removal. Any director may be removed with or without cause at
any time by the shareholders at a special meeting called for that purpose and
may be removed for cause by action of the board of directors.
4. OFFICERS
4.1 Number. The officers of the corporation may be a President, a
Senior Vice President, a Secretary and a Treasurer, each of whom shall be
appointed by the board of directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the board of
directors.
4.2 Election and Term of Office. The officers of the corporation to
be elected by the board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after each meeting
of the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner hereinafter provided.
4.3 Removal. Any officer may be removed at the discretion of the
board of directors.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
4.5 President. The President shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. The President shall, when present, preside at all
meetings of the shareholders and of the board of directors. He or she may sign,
with the Secretary or any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts or other instruments which
the board of directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors or by these bylaws or the Articles of Incorporation or some other
officer or agent of the
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corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the board of directors from time to time.
4.6 Executive Vice President. In the event of the death of the
President or the inability of the President to serve, the Executive Vice
President shall perform the duties of the President until the succeeding
President is elected, and while so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Executive Vice President
shall perform such other duties as from time to time may be assigned to him or
her by the board of directors.
4.7 Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, certificates
of shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the President or by the board of directors.
4.8 Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the President or by the board of directors. If required by the
board of directors, the Treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.
4.9 Salaries. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the corporation.
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5. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
5.1 Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances or restricted by agreement, the
bylaws, or the Articles of Incorporation.
5.2 Loans. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the board of directors. Such authority may be general or
confined to specific instances and, as limited by agreement, these bylaws, or
the Articles of Incorporation.
5.3 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the board of directors.
5.4 Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the board of directors may
select.
6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the board of
directors to do so, and sealed with the corporate seal. All certificates of
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.
6.2 Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his or her legal representative, who shall furnish proper
evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in
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whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
7. FISCAL YEAR
7.1 The fiscal year of the corporation shall begin on the 1st day of
January and end on the 31st day of December of each year, unless the board of
directors, by resolution, establishes a different fiscal year.
8. DIVIDENDS
8.1 The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Articles of Incorporation.
9. WAIVER OF NOTICE
9.1 Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the corporation under the
provisions of these bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the Alaska Business Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated herein shall be deemed
equivalent to the giving of such notice.
10. AMENDMENTS
10.1 These bylaws may be altered, amended, or repealed and new
bylaws may be adopted by the board of directors at any regular
or special meeting of the board of directors.
11. CORPORATE SEAL
11.1 The board of directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal".
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