EXHIBIT 3.2
Amended 11-2003
SHENANDOAH TELECOMMUNICATIONS COMPANY
Edinburg, Virginia
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Places of Meetings - All meetings of the shareholders shall be held
at the principal office of the company in Edinburg, Virginia, or at such other
place or places in Shenandoah County, Virginia, as may from time to time, be
fixed by the Board of Directors.
SECTION 2. Annual Meetings - Subject to the ability of the Board of Directors to
postpone a meeting under Virginia law, the annual meeting of shareholders shall
be held on the first Tuesday after the third Monday in April of each year, or
such other date and time as may be fixed by the Board of Directors and stated in
the notice of meeting. The annual meeting shall be held for the purpose of
electing directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these Bylaws. To be
properly brought before an annual meeting, business must be: (a) specified in
the notice of annual meeting (or any supplement thereto) given by or at the
direction of the Board of Directors; (b) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors; or (c)
otherwise properly brought before the annual meeting by a shareholder. In
addition to any other applicable requirements for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Company. To be
timely, a shareholder's notice must be delivered or mailed to and received at
the principal executive offices of the Company not less than one hundred twenty
(120) days before the meeting. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting: (a) 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; (b) the name and record address of the shareholder proposing such
business; (c) the class, series and number of shares of the Company's stock that
are beneficially owned by the shareholder proposing such business; and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Section;
provided, however, that nothing in this Section shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting. In the event that a shareholder attempts to bring business before an
annual meeting without complying with the provisions of this Section, the
chairman of the meeting shall declare to the shareholders present at the meeting
that the business was not properly brought before the meeting in accordance with
the foregoing procedures, and such business shall not be transacted.
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SECTION 3. Special Meetings - Special meetings of the shareholders may be called
at any time by the Chairman of the Board or by a majority of the Board of
Directors. At a special meeting of shareholders, no business shall be transacted
and no corporate action shall be taken other than that stated in the notice of
the meeting.
SECTION 4. Notice of Meetings - Written notice stating the place, day and hour
of a shareholders' meeting and the purpose or purposes for which the meeting is
called shall be given not less than ten nor more than fifty days before the date
of the meeting, except as hereinafter provided, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid. Notice of a shareholders' meeting to act on an amendment of the
Articles of Incorporation or on a plan of merger or consolidation shall be given
in the manner provided above, not less than twenty-five nor more than fifty days
before the date of the meeting.
SECTION 5. Quorum - Any number of shareholders together holding at least a
majority of the shares of the capital stock of the company entitled to vote in
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business, except where by law a greater interest is required.
If less than a quorum shall be in attendance at the time for which a meeting
shall have been called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting until a quorum shall attend. When a
quorum is present at any meeting, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless the question is one upon which by
express provision of law a larger or different vote is required, in which case
such expressed provision shall govern and control the decision of such question,
except that in the election of directors those receiving the greater numbers of
votes shall be deemed elected even though not receiving a majority.
SECTION 6. Voting - At any meeting of the shareholders each common shareholder
shall have one vote, in person or by proxy, for each share of common stock
standing in his or her name on the books of the company at the time of such
meeting or on any date fixed by the Board of Directors not exceeding thirty days
prior to the meeting.
SECTION 7. Waiver of Notice - Any shareholder may waive and shall be treated as
having waived the notice hereinabove in this article required, either by signing
a written waiver of such notice or by attending such meeting in person or by
proxy. A waiver of notice in writing, whether signed before or after the time
stated therein, shall be equivalent to the giving of such notice.
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ARTICLE II
DIRECTORS
SECTION 1. Powers - The property, affairs and business of the company shall be
managed by the Board of Directors, and except as otherwise expressly provided by
law or by the charter, as amended, or by these Bylaws all of the powers of the
company shall be vested in said Board. The Board of Directors shall have power
to determine what constitutes net earnings, profit and surplus, respectively,
what amount shall be reserved for working capital and for any other purposes,
and what amount shall be declared as dividends, and such determination by the
Board of Directors shall be final and conclusive.
SECTION 2. Number and Qualification - The Board of Directors shall be nine in
number. Such number may be increased or decreased by amendment to this section
of the Bylaws. Directors need not be shareholders. No person shall be a member
of the Board of Directors after the end of the term of such member's class (as
provided in Article VI of the Articles of Incorporation of the Corporation) in
which such member reaches the age of 72.
SECTION 3. Election of Directors - At each annual meeting of shareholders (or
any meeting held in lieu of the annual meeting for that purpose) the successors
to the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third proceeding annual meeting and until
their successors shall be elected and qualified.
SECTION 4. Meetings of Directors - Meetings of the Board of Directors shall be
held at places within or without the Commonwealth of Virginia and at times fixed
by resolution of the Board, or upon call of the Chairman of the Board or
president; and the secretary or officer performing his duties shall give at
least two (2) days' notice by telegraph, telephone, letter, or in person of all
meetings of the directors, provided that notice need not be given of regular
meetings held at time and places fixed by resolution of the Board. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting. Meetings may be held at any time without notice if all of the
directors are present, or if those not present waive notice in writing either
before or after the meeting. The secretary or officer performing his duties
shall call special meetings of the Board whenever requested in writing to do so
by two or more directors, such request to specify the object of the meeting.
Directors may be allowed, by resolution of the Board, a reasonable fee and
expenses for attendance at all meetings.
SECTION 5. Quorum - A quorum at any meeting shall consist of a majority of the
entire membership of the Board. A majority of such quorum shall decide any
question which may come before the meeting.
SECTION 6. Chairman and Vice Chairman of the Board - The Chairman of the Board
shall preside over the meetings of the Board of Directors and of the
shareholders at which he shall be present and shall in general oversee all of
the business and affairs of the Board of Directors. In the absence of the
Chairman of the Board, the Vice Chairman of the Board shall preside at such
meetings at which he shall be present. The Chairman of the Board and the Vice
Chairman of the Board shall be appointed by a majority of the Board of Directors
and shall serve in such capacities until a successor is designated or until his
earlier resignation, removal from office, death or incapacity. The positions of
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Chairman of the Board and Vice Chairman of the Board shall not be officer
positions of the company.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Designation of Committee - The Board of Directors may, whenever it
sees fit, by a majority vote of the whole Board, designate an Executive
Committee which shall consist of at least three directors, one of whom shall be
the Chairman of the Board. The members of the Executive Committee shall serve
until their successors are designated by the Board of Directors or until removed
or until the Executive Committee is dissolved by the Board of Directors. All
vacancies which may occur in the Executive Committee shall be filled by the
Board of Directors. The Board of Directors shall have the power at any time to
change the membership of or to dissolve the Executive Committee.
SECTION 2. General Powers - The Executive Committee, when the Board of Directors
is not in session, shall have and may exercise all of the authority of the Board
of Directors, except to approve an amendment of the articles of incorporation, a
plan of merger or consolidation, a plan of exchange under which the corporation
would be acquired, the sale, lease or exchange, or the mortgage or pledge for a
consideration other than money, of all, or substantially all, the property and
assets of the corporation otherwise than in the usual and regular course of its
business, the voluntary dissolution proceedings. The Executive Committee shall
report at the next regular or special meeting of the Board of Directors all
action which the Executive Committee may have taken since the last regular or
special meeting of the Board of Directors.
SECTION 3. Meetings of the Executive Committee - Meetings of the Executive
Committee shall be held at such places and at such times fixed by resolution of
the Committee, or upon call of the chairman of the Committee. Due notice shall
be given by letter, telegraph, telephone, or in person, of all meetings of the
Executive Committee, provided that notice need not be given of regular meetings
held at times and places fixed by resolution of the committee and that meetings
may be held at any time without notice if all of the members of the committee
are present or if those not present waive notice either before or after the
meeting. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Executive Committee need be specified in the
notice or waiver of notice of such meeting. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
Members of this committee may be allowed, by resolution of the Board, a
reasonable fee and expenses for attending Executive Committee meetings without
regard to any compensation received by them as officers, directors or employees
of the company.
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ARTICLE IV
OFFICERS
SECTION 1. Election - The officers of the company shall consist of a president,
, a vice president of Finance, a secretary, a treasurer, and such other officers
as may be elected as provided in Section 3 of this Article, and shall be elected
by the Board of Directors after its election by the shareholders; and a meeting
may be held without notice for this purpose immediately after the annual meeting
of the shareholders and at the same place.
SECTION 2. Removal of Officers - All officers and agents elected or appointed by
the Board of Directors may be removed at the pleasure of the Board, and
directors may fix the compensation of all officers and agents of the company.
All vacancies may be filled at any meeting of the Board of Directors.
SECTION 3. Other Officers - Other officers, including one or more vice
presidents, one or more assistant secretaries and assistant treasurers, may from
time to time be elected by the Board of Directors, and shall hold office for
such term as may be designated by the said Board of Directors.
SECTION 4. Eligibility of Officers - No person shall be an officer of the
company after the end of the calendar year in which he reaches the age of 72.
SECTION 5. Vacancies - If the office of any officer or agent, one or more,
becomes vacant by reason of death, resignation, removal, disqualification or
otherwise, the directors at the time in office, if a quorum, may by a majority
vote, choose a successor or successors who shall hold office for the unexpired
term.
SECTION 6. Duties - The officers of the company shall have such duties as
generally pertain to their offices, respectively, as well as such powers and
duties as are hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require any officer to
give such bond for the faithful performance of his duties as it may see fit.
SECTION 7. Duties of the President - In the absence of the Chairman of the Board
and the Vice Chairman of the Board, the president shall preside at all meetings
of the Board of Directors and shareholders. He shall be the chief executive
officer to whom all other officers shall report. He shall have the overall
supervision of the affairs of the company, including the day-to-day
responsibilities for the operation of the company and have direct charge of the
employees thereof and such other duties as may be delegated to him by the Board
of Directors or the Executive Committee. Presidents of all subsidiaries of the
company shall report to the president of the company.
SECTION 8. Duties of the Vice President of Finance - The vice president of
Finance shall coordinate the financial and accounting affairs of the company and
its subsidiaries and shall assist the treasurer in carrying out his duties. The
president or vice president of Finance, unless some other person is thereunto
specifically authorized by the vote of the Board of Directors, shall sign
certificates of stock, bonds, deeds, and contracts of the company.
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SECTION 9. Duties of the Secretary - The secretary shall give notices of
meetings of shareholders, of the Board of Directors and of the Executive
Committee, if there be one, as required by law and these Bylaws; shall record
the proceedings at such meetings; shall keep or supervise the keeping of records
of the ownership of shares of common stock; shall have custody of the Corporate
seal and all deeds, leases and contracts to which the company is a party; and,
on behalf of the company, shall make reports as from time to time are required
by law, except tax returns; and shall have power, together with the president or
a vice president, to sign certificates of stock, bonds, deeds and contracts of
the company. In his absence an assistant secretary or a secretary pro tempore
shall perform his duties.
SECTION 10. Duties of the Treasurer - The treasurer shall be the chief financial
officer and shall have custody of all securities held by the company and of all
funds which may come into his hands. He shall keep appropriate records and
accounts of all moneys of the company received or disbursed and shall deposit
all moneys and securities in the name of and to the credit of the company in
such banks and depositories as the directors shall from time to time designate.
He may endorse for deposit for collection all checks, notes, et cetera, payable
to the company or its order, may accept drafts on behalf of the company, and,
together with the president or a vice president, may sign certificates of stock.
He shall also file or supervise the filing of all tax returns required by law.
All checks, drafts, bonds (unless signed by the secretary or an assistant
secretary), notes or other obligations for the payment of money shall be signed
by the treasurer or an assistant treasurer (except as the Board of Directors
shall otherwise specifically order) and, with the exception of checks for the
payment of not exceeding $100, shall also be signed or countersigned as
condition to their validity by the president, a vice president, or such other
officer or agent as the directors by resolution shall direct. Checks for the
total amount of any payroll may be drawn in accordance with the foregoing
provisions and deposited in a special fund. Checks upon this fund may be drawn
by such person as the treasurer shall designate and need not be countersigned.
The treasurer may affix his signature to coupons on any bonds of the company by
any form or facsimile, whether engraved, printed, lithographed or otherwise.
SECTION 12. Other Duties of Officers - Any officer of the company shall have, in
addition to the duties prescribed herein and by law, such other duties as from
time to time shall be prescribed by the Board of Directors or the president.
ARTICLE V
CAPITAL STOCK
SECTION 1. Certificates - Certificates of capital stock shall be in such form as
prescribed by the Board of Directors and shall bear the seal of the company and
the signature of at least two officers designated by the Board of Directors to
sign such certificates.
Transfer agents and/or registrars for the stock of the company may be appointed
by the Board of Directors and may be required to countersign stock certificates.
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In the event that any officer whose signature shall have been used on a stock
certificate shall for any reason cease to be an officer of the company and such
certificate shall not then have been delivered by the company, the Board of
Directors may nevertheless adopt such certificate, and it may then be issued and
delivered as though such person had not ceased to be an officer of the company.
SECTION 2. Lost, Destroyed and Mutilated Certificates - Holders of the stock of
the company shall immediately notify the company of any loss, destruction or
mutilation of the certificate therefor; and the Board of Directors may in its
discretion cause one or more new certificates for the same number of shares in
the aggregate to be issued to such shareholder upon the surrender of the
mutilated certificate or upon satisfactory proof of such loss or destruction,
and the deposit of a bond in such form and amount and with corporate surety.
SECTION 3. Transfer of Stock - The stock of the company shall be transferable or
assignable only on the books of the company by the holders in person or by
attorney on surrender of the certificate for such shares duly endorsed and, if
sought to be transferred by attorney, accompanied by a written power of attorney
to have the same transferred on the books of the company. The company will
recognize, however, the exclusive rights of the person registered on its books
as the owner of shares to receive dividends and to vote as such owner, subject
to the provision of the amended and restated charter with regard to the present
issued and outstanding stock. It shall be the duty of each shareholder to notify
the company of his post office address.
SECTION 4. Transfer Books - The transfer books of the company shall be closed by
order of the Board of Directors for not exceeding fifty days next preceding any
shareholders' meeting or the date for payment of any dividend or the date for
the allotment of rights, or the date when any change or exchange of capital
stock shall go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting or entitled
to receive payment of any such dividend, or any such allotment of rights, or to
exercise the rights in respect to any such change or exchange of capital stock,
and in such cases only shareholders on record on the date so fixed shall be
entitled to such notice of and to vote at such meeting or to receive payment of
such dividends, or allotment of rights, or exercise such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the company
after such record dates fixed as aforesaid.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. Seal - The seal of the company shall bear the words, "Shenandoah
Telecommunications Company Seal," with such device or devices as the Board of
Directors may determine, an impression of which is affixed to this section of
the Bylaws.
SECTION 2. Fiscal Year - The fiscal year shall end on the last day in December
of each year.
SECTION 3. Examination of Books - The Board of Directors shall, subject to the
laws of the Commonwealth of Virginia, have power to determine from time to time
whether and to what extent
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and under what conditions and limitations the accounts, records and books
(except the stock and transfer books) of the company, or any of them, shall be
open to the inspection of the shareholders.
The stock and transfer books of the company shall be at all times during
business hours open to the inspection of the registered shareholders in person.
SECTION 4. Amendment of Bylaws - The Bylaws may be amended, altered or repealed
at any meeting of the Board of Directors by affirmative vote of a majority of
all of the directors. The shareholders shall have the power to rescind, alter,
amend, or repeal any Bylaws and to enact Bylaws which, if expressly provided,
may not be amended, altered or repealed by the Board of Directors.
SECTION 5. Voting of Stock Held - Unless otherwise provided by resolution of the
Board of Directors, the president, the vice president, or the secretary may from
time to time appoint an attorney or attorneys or agent or agents of this
company, in the name and on behalf of this company, to cast the votes which this
company may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose stock or securities may be held by this company, at
meetings of the holders of the stock or other securities of any other
corporations, or to consent in writing to any action by any such other
corporations, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of this company and under its corporate seal, or
otherwise, such written proxies, consents, waivers, or other instruments as may
be necessary or proper in the premises; or the president, the vice president, or
the secretary himself attend any meeting of the holders of stock or other
securities of any such other corporation and thereat vote or exercise any or all
other powers of this company as the holder of such stock or other securities of
such other corporation.
SECTION 6. Control Share Statute - Article 14.1 of Title 13.1 of the Code of
Virginia (Control Share Acquisitions) shall not apply to acquisitions of shares
of capital stock of the Company.
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