EXHIBIT 3.18
BYLAWS
OF
YPTEL(U.S.) CORPORATION
ARTICLE I
Registered Office and Registered Agent
The registered office of the corporation shall be located in the state
of Washington at such place as may be fixed from time to time by the board of
directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office. Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of State of
the state of Washington.
ARTICLE II
Shareholder's Meetings
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation shall be held at the registered office of the corporation, or such
other place as may be designated by the notice of the meeting, on such date as
shall be determined by the Board of Directors which shall be within the four
months immediately following the fiscal year end of the corporation, for the
purpose of election of directors and for such other business as may properly
come before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders of the
corporation may be called at any time by the holders of at least ten percent of
the voting shares of the corporation, or by the president, or by a majority of
the board of directors. No business shall be transacted at any special meeting
of shareholders except as is specified in the notice calling for said meeting
The board of directors may designate any place as the place of any special
meeting called by the president or the board of directors, and special meetings
called at the request of shareholders shall be held at such place as may be
determined by the board of directors and placed in the notice of such meetings
Section 3. Notice of Meetings. Written notice of annual or special
meetings of shareholders stating the place, day, and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given by the secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting. Such
notice shall be given not less than ten (10) nor more than sixty (60) days prior
to the date of the meeting, except that notice of a meeting to act on (i) an
amendment to the Articles of Incorporation, (ii) a plan of merger or share
exchange, (iii) a proposed sale, lease, exchange or other disposition of
substantially all of the assets of the corporation other than in the usual or
regular course of business, or (iv) the dissolution of the corporation shall be
given no fewer than twenty (20) days nor more than sixty (60) days before the
meeting date Notice may be transmitted by mail, private carrier or personal
delivery, telegraph or teletype; or telephone, wire or wireless equipment which
transmits a facsimile of the notice. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mall addressed to the
shareholder at his or her address as it appears on the stock transfer books of
the corporation.
Section 4. Waiver of Notice. Notice of the time, place, and purpose of
any meeting may be waived in writing (either before or after such meeting) and
will be waived by any shareholder by his or her attendance thereat in person or
by proxy, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. Any shareholder so
waiving shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.
Section 5. Quorum and Adjourned Meetings. 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. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn the meeting
from time to time without further notice. At such reconvened 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 notified. The
shareholders present at a duly organized meeting may continue to transact
business at such meeting and at any adjournment of such meeting (unless a new
record date is or must be set for the adjourned meeting), notwithstanding the
withdrawal of enough shareholders from either meeting to leave less than a
quorum.
Section 6. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by 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
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 7. Voting Record. After fixing a record date for a shareholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
shareholders on the record date who are entitled to notice of the shareholders'
meeting. The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of shares
held by each shareholder. A shareholder, shareholder's agent, or a shareholder's
attorney may inspect the shareholder's list, beginning ten days prior to the
shareholders' meeting and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held during regular business hours and at the
shareholder's expense. The shareholders' list shall be kept open for inspection
during such meeting or any adjournment.
Section 8. Voting of Shares. Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of record shall
have the right at every shareholders' meeting to one
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vote for every share standing in his or her name on the books of the
corporation. If a quorum exists, action on a matter, other than election of
directors, is approved by a voting group of shareholders if the votes cast
within the voting group favoring the action exceed the votes cast within the
voting group opposing the action, unless the Articles of Incorporation or the
Washington Business Corporation Act require a greater number of affirmative
votes.
Section 9. 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 entitled to receive payment of any dividend, the board of
directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy-(70) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken. If 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 day before 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, unless the board of directors fixes a new record date, which it must do
if the meeting is adjourned more than one hundred twenty (120) days after the
date fixed for the original meeting.
ARTICLE III
Directors
Section 1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors except as otherwise
provided by the laws of the state of Washington or in the Articles of
Incorporation.
Section 2. Number. The number of directors of the corporation shall be
three (3). The number of directors can be increased or decreased from time to
time by the vote of the directors or shareholders to amend this Section 2,
provided that the number of directors shall be not less than one, and provided
further that no decrease shall shorten the term of any incumbent director.
Section 3. Tenure and Qualifications. At the first annual meeting of
shareholders and at each annual meeting thereafter, the shareholders of the
corporation shall elect directors. Each director shall hold office until the
next succeeding annual meeting and until his or her successor shall have been
elected and qualified Directors need not be residents of the state of Washington
or shareholders of the corporation.
Section 4. Election. The directors shall be elected by the shareholders
at their annual meeting
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each year, and if for any cause, the directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
Section 5. Vacancies. Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by the shareholders, the board of directors, or a majority of the remaining
directors if they do not constitute a quorum.
Section 6. Resignation. Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation A resignation shall be effective
when the notice is delivered unless - notice specifies a later effective date.
Section 7. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of such directors.
Section 8. Meetings.
(a) The annual meeting of the board of directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the directors. No notice of the annual meeting of the board of
directors shall be necessary.
(b) Special meetings may be called at any time and place upon
the call of the president, secretary, or any director. Notice of the time and
place of each special meeting shall be given by the secretary or the persons
calling the meeting, by mail, private carrier, radio, telegraph, telegram,
facsimile transmission, personal communication by telephone or otherwise at
least two (2) days in advance of the time of the meeting. The purpose of the
meeting need not be given in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or after such meeting) and will
be waived by any director by attendance thereat.
(c) Regular meetings of the board of directors shall be held at
such place and on such day and hour as shall from time to time be fixed by
resolution of the board of directors No notice of regular meetings of the board
of directors shall be necessary.
(d) At any meeting of the board of directors, any business may
be transacted, and the board may exercise all of its powers.
Section 9. Quorum and Voting
(a) A majority of the directors presently in office shall
constitute a quorum, but a
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lesser number may adjourn any meeting from time to time until a quorum is
obtained, and no further notice thereof need be given.
(b) If a quorum is present when a vote is taken, the affirmative
vote of a majority of the directors present at the meeting is the act of the
board of directors
Section 10. Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 11. 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:
(a) The director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding it or transacting business at
the meeting;
(b) The director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or
(c) The director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation within a reasonable time after adjournment of
the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 12. Committees. The board of directors, by resolution adopted by
a majority of the full board of directors, may designate one or more committees
from among its members, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the Washington Business Corporation Act
requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of
merger requiring shareholder approval; or authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the board of directors may authorize a committee, or a senior executive officer
of the corporation, to do so within limits specifically prescribed by the board
of directors.
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ARTICLE IV
Special Measures for Corporate Action
Section 1. Actions by Written Consent Any corporate action required or
permitted by the Articles of Incorporation, Bylaws, or the laws under which the
corporation is formed, to be voted upon or approved at a duly called meeting of
the directors, committee of directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
directors or shareholders, setting forth the actions so taken, shall be signed,
either before or after the action taken, by all the directors, committee
members, or shareholders, as the case may be Action taken by unanimous written
consent is effective when the last director or committee member signs the
consent, unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.
Section 2. Meetings by Conference Telephone. Members of the board of
directors, members of a committee of directors, or shareholders may participate
in their respective meetings by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, participation in a meeting by such
means shall constitute presence in person at such meeting.
ARTICLE V
Officers
Section 1. Officers Designated. The officers of the corporation shall be
a president, a vice president, a secretary/treasurer, and an assistant
secretary, each of whom shall be elected 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. Any two or more offices may be held by the
same person.
The board of directors may, in its discretion, elect a chairperson and
one or more vice-chairpersons of the board of directors; and, if a chairperson
has been elected, the chairperson shall, when present, preside at all meetings
of the board of directors and the shareholders and shall have such other powers
as the board may prescribe.
Section 2. Election, Qualification and Term of Office. Each of the
officers shall be elected by the board of directors. None of said officers need
be a director. The officers shall be elected by the board of directors at each
annual meeting of the board of directors. Except as hereinafter provided, each
of said officers shall hold office from the date of his or her election until
the next annual meeting of the board of directors and until his or her successor
shall have been duly elected and qualified.
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Section 3. Powers and Duties.
(a) President. The president shall be the chief executive
officer of the corporation and, subject to the direction and control of the
board of directors, shall have general charge and supervision over its property,
business, and affairs.
(b) Vice President. In the absence or disability of the
president, the vice president shall perform all the duties of the president and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president, provided that the vice president shall assume
the authority to preside as the chairman of meeting of the board of directors
unless such vice president is a member of the board of directors. The vice
president shall have such other powers and perform such other duties as from
time to time may be respectively prescribed for him by the board of directors,
these Bylaws, or the president.
(c) Secretary. The secretary shall: (1) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (2) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (3) be custodian of
the corporate records and of the seal of the corporation and affix the seal of
the corporation to all documents as may be required, (4) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (5) sign with the president, or a vice president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (6) have general charge
of the stock transfer books of the corporation, and (7) 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.
(d) Treasurer. Subject to the direction and control of the board
of directors, the treasurer shall have the custody, control, and disposition of
the funds and securities of the corporation and shall account for the same; and,
at the expiration of his or her term of office, he or she shall turn over to his
or her successor all property of the corporation in his or her possession.
(e) Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president, or a vice president, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the board of
directors. The assistant treasurers shall, respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
Section 4. Removal. The board of directors shall have the right to
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.
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Section 5. Vacancies. The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired term and
until his or her successor shall have been duly elected and qualified.
Section 6. Salaries. The salaries of all officers of the corporation
shall be fixed by the board of directors.
ARTICLE VI
Share Certificates
Section 1. Issuance, Form and Execution of Certificates. No shares of
the corporation shall be issued unless authorized by the board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, the value of noncash consideration,
and a statement that the board has determined that such consideration is
adequate. Certificates for shares of the corporation shall be in such form as is
consistent with the provisions of the Washington Business Corporation Act and
shall state:
(a) The name of the corporation and that the corporation is
organized under the laws of this state;
(b) The name of the person to whom issued; and
(c) The number and class of shares and the designation of the
series, if any, which such certificate represents. They shall be signed by two
officers of the corporation, and the seal of the corporation may be affixed
thereto. Certificates may be issued for fractional shares No certificate shall
be issued for any share until the consideration established for its issuance has
been paid.
Section 2. Transfers. Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate, written assignment separate from certificate, or written
power of attorney to assign and transfer the same, signed by the record holder
of the certificate, The board of directors may, by resolution, provide that
beneficial owners of shares shall be deemed holders of record for certain
specified purposes. Except as otherwise specifically provided in these Bylaws,
no shares shall be transferred on the books of the corporation until the
outstanding certificate therefor has been surrendered to the corporation.
Section 3. Loss or Destruction of Certificates. In case of loss or
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation. A new certificate may be issued without
requiring any bond when in the judgment of the board of directors it is proper
to do so.
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ARTICLE VII
Books and Records
Section 1. Books of Account, Minutes and Share Register. The corporation
shall keep as permanent records minutes of all meetings of its shareholders and
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, and a record of all actions taken by a committee
of the board of directors exercising the authority of the board of directors on
behalf of the corporation. The corporation shall maintain appropriate accounting
records The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year, and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein, all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officers; and its
most recent annual report delivered to the Secretary of State of the state of
Washington.
Section 2. Copies of Resolutions. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when certified
by the president or secretary.
ARTICLE VIII
Amendment of Bylaws
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent power
of the shareholders to adopt, alter, amend or repeal the Bylaws.
I hereby certify the foregoing to be the Bylaws of YPTEL (U.S.)
Corporation, which were adopted on October __, 1998.
/s/ Edward Truant
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Edward Truant, Secretary/Treasurer
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