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8-K - BYLAWS FORM 8-K - AT&T INC. | bylaws8k.htm |
AT&T INC.
Incorporated
under the Laws of the State of Delaware, October 5, 1983
Bylaws
Article
I
Stockholders
Section
1. Annual
Meeting
An annual
meeting of the stockholders, for the election of Directors to succeed those
whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors shall fix each year.
Section
2. Special
Meeting
Special
meetings of the stockholders may be called at any time, either by the Board of
Directors or by the Chairman of the Board, and the Chairman of the Board shall
call a special meeting whenever requested in writing to do so by stockholders
representing 15 percent of the shares of the corporation, then outstanding, and
entitled to vote at such meeting. This request must specify the time,
place and object of the proposed meeting. Only such business as is
specified in the notice may be conducted at a special meeting of the
stockholders.
Section
3. Notice
of Meetings
Written
notice of all meetings of the stockholders shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held. The notice
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. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed to
the stockholder at his address as it appears on the stock transfer books of the
corporation. Any previously scheduled meeting of the stockholders may
be postponed by resolution of the Board of Directors upon public notice given
prior to the time previously scheduled for such meeting of
stockholders.
When a
meeting is adjourned to another place, date, or time, written notice need not be
given of the meeting when reconvened, if the place, date, and time thereof are
announced at the meeting at which the adjournment is taken. If the
date of the meeting to be reconvened is more than thirty (30) days after the
date for which notice of the meeting was originally given or if a new record
date is fixed for the meeting, written notice of the place, date and time of the
meeting to be reconvened shall be given in conformity herewith. At
any reconvened meeting, any business may be transacted that might have been
transacted at the original meeting.
Section
4. Quorum
At any
meeting of the stockholders, the holders of forty percent (40%) of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for the transaction of business.
If a
quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
Section
5. Organization
The
Chairman of the Board, or a Director or officer as the Chairman of the Board may
designate, shall act as chairman of the stockholders’ meeting. The
chairman of the meeting shall designate an officer to act as a secretary for the
meeting in the absence of the corporation’s Secretary.
Section
6. Proxies
and Voting
At any
meeting of the stockholders, every stockholder entitled to vote may vote in
person or by proxy.
Each
holder of common stock represented in person or by proxy at any such meeting and
entitled to vote on a matter shall have one vote on such matter for every share
of common stock that is registered in the stockholder’s name on the record date
for the meeting.
All
voting may be by a voice vote, provided that upon demand of a stockholder
entitled to vote in person or by proxy, a recorded vote of all shares of stock
at the meeting shall be taken.
All
matters, except as provided below, shall be determined by a majority of the
votes cast, unless a greater number is required by law or the Certificate of
Incorporation for the action proposed. In an election of Directors,
each Director shall be elected by the vote of the majority of the votes cast
with respect to that Director’s election. If a nominee for Director
is not elected and the nominee is an incumbent Director, the Director shall
promptly tender his or her resignation to the Board of Directors, subject to
acceptance by the Board of Directors. The Corporate Governance and
Nominating Committee will make a recommendation to the Board of Directors as to
whether to accept or reject the tendered resignation, or whether other action
should be taken. The Board of Directors will act on the tendered
resignation, taking into account the Corporate Governance and Nominating
Committee’s recommendation, and publicly disclose (by a press release, a filing
with the Securities and Exchange Commission or other broadly disseminated means
of communication) its decision regarding the tendered resignation and the
rationale behind the decision within ninety (90) days from the date of the
certification of the election results. The Corporate Governance and
Nominating Committee in making its recommendation and the Board of Directors in
making its decision may each consider any factors or other information that they
consider appropriate and relevant. Any Director who tenders his or
her resignation in accordance with this Section will not participate in the
recommendation of the Corporate Governance and Nominating Committee or the
decision of the Board of Directors with respect to his or her
resignation.
If the
number of persons properly nominated for election as Directors as of the date
that is ten (10) days before the record date for determining stockholders
entitled to notice of or to vote at such meeting shall exceed the number of
Directors to be elected, then the Directors shall be elected by a plurality of
the votes cast.
For
purposes of this Section, a majority of votes cast shall mean that the number of
shares voted “for” a matter or “for” the election of a Director exceeds the
number of votes cast “against” such matter or “against” the election of such
Director.
Section
7. Nomination
of Directors
Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as Directors. Nomination of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders (a) by or at the direction of the Board of Directors or any duly
authorized committee thereof or (b) by any stockholder of the corporation
entitled to vote for the election of Directors at the annual
meeting. In addition to any other applicable requirements, a
nomination made by a stockholder shall be pursuant to timely notice in proper
written form to the Secretary of the Corporation.
To be
timely, a stockholder’s notice to the Secretary must be received at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day, nor earlier than the close of business on
the one hundred twentieth (120th) day, prior to the first anniversary of the
preceding year’s annual meeting (provided, however, that in the event that the
date of the annual meeting is more than thirty (30) days before or more than
seventy (70) days after such anniversary date, notice by the stockholder must be
so delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made by the corporation). In no event
shall the public announcement of an adjournment or postponement of an annual
meeting commence a new time period (or extend any time period) for the giving of
a stockholder’s notice as described above.
To be in
proper written form, a stockholder’s notice to the Secretary must set forth (a)
as to each person whom the stockholder proposes to nominate for election as
Director (i) the name, age, business address, and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by the person, and (iv) any other
information relating to the person that is required to be disclosed in
solicitations of proxies for election of Directors pursuant to Section 14
of the Securities Exchange Act of 1934, as amended, and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such stockholder,
and (iii) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitation of proxies for the election of Directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a Director if
elected.
No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance with the procedures set forth in this Section 7. If the
Chairman determines that a nomination was not made in accordance with the
foregoing procedure, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
Section
8. Conduct
of Annual Meeting
No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise properly brought before the
meeting by a stockholder as of the record date for the determination of
stockholders entitled to vote at such annual meeting. In addition to
any other applicable requirements for business to be properly brought before an
annual meeting by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be
timely, a stockholder’s notice to the Secretary must be received at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day, nor earlier than the close of business on
the one hundred twentieth (120th) day, prior to the first anniversary of the
preceding year’s annual meeting (provided, however, that in the event that the
date of the annual meeting is more than thirty (30) days before or more than
seventy (70) days after such anniversary date, notice by the stockholder must be
so delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made by the corporation). In no event
shall the public announcement of an adjournment or postponement of an annual
meeting commence a new time period (or extend any time period) for the giving of
a stockholder’s notice as described above.
The
foregoing notice requirements of this Section shall be deemed satisfied by a
stockholder if the stockholder has notified the corporation of his or her
intention to present a proposal at an annual meeting in compliance with
applicable rules and regulations promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual
meeting.
To be in
proper written form, stockholder’s notice to the Secretary must set forth, as to
each matter such 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 such stockholder, (iii) the class or series and
number of shares of capital stock of the corporation which are owned
beneficially or of record of such stockholder, and (iv) any material
interest of the stockholder in such business.
No
business shall be conducted at the annual meeting of stockholders except in
accordance with the procedures set forth in this Section 8; provided, however,
that nothing in this Section 8 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual
meeting. If the Chairman determines that business was not properly
brought before the annual meeting in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the business was not brought
properly before the meeting and such business shall not be
transacted.
Article
II
Board
of Directors
Section
1. Number
and Terms of Office
The business and affairs of the
corporation shall be under the direction of a Board of Directors. The
number of Directors shall be set from time to time by a majority vote of the
total number of Directors then serving in office.
The terms of office of all Directors
who are in office immediately prior to the closing of the polls for the election
of Directors at the 2005 annual meeting of stockholders shall expire at such
time. At each annual meeting of stockholders beginning with the 2005
annual meeting of stockholders, the Directors shall be elected to hold office
until the next annual meeting of stockholders and until their respective
successors shall have been duly elected and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office.
Section
2. Increases
and Decreases in Directors
The Board of Directors may increase or
decrease the number of Directors as provided in Section 1 of this Article
II. Any vacancies created by an increase in the number of Directors
shall be filled as provided in Section 3 of this Article II.
Section
3. Vacancies
and Newly Created Directorships
Vacancies
and newly created directorships resulting from an increase in the authorized
number of Directors may be filled by a majority of Directors then in
office.
Section
4. Regular
Meetings
Regular
meetings of the Board of Directors shall be held at such place or places, on
such date or dates, and at such time or times as shall be established by the
Board of Directors. A notice of each regular meeting shall not be
required.
Section
5. Special
Meetings
Special
meetings of the Board of Directors may be called by one-third of the Directors
or by the Chairman of the Board and shall be held at such place, on such date,
and at such time as the Directors calling the meeting or the Chairman of the
Board shall fix. Notice of a special meeting shall be given to each
Director in any of the following ways: in person, by telephone or by
delivery of a written notice or facsimile communication to the Director’s
business or residence. Notice given in writing or by facsimile
communication to the Director’s business or residence must be delivered at least
twenty-four (24) hours before such meeting. Notice given by telephone
or in person shall be given at least twelve (12) hours prior to the time set for
the meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice of such meeting. A written waiver of any notice, signed by a
Director, whether before or after the time of the event for which notice is to
be given, shall be equivalent to the notice required to be given to such
person.
Section
6. Quorum
At any
meeting of the Board of Directors, a majority of the total number of the
Directors shall constitute a quorum.
Section
7. Committees
of the Board of Directors
The
corporation elects to be governed by the provisions of Section 141(c)(2) of the
General Corporation Law of the State of Delaware, as amended effective July 1,
1996. The Board of Directors may from time to time designate
committees of the Board of Directors, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board of Directors
and shall elect a Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members who may replace
any absent or disqualified members at any meeting of the
committee. Any committee so designated may exercise the power and
authority of the Board of Directors as permitted by law. In the
absence or disqualification of any member of any committee and any alternate
member designated to replace such member, the members of the committee present
at the meeting and not disqualified from voting may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member. Meetings of a committee may be set
by the committee or may be called by one-third of the Directors then serving on
the committee, the chairman of the committee, or the Chairman of the Board and
shall be held at such place, on such date, and at such time as the person or
persons calling the meeting shall fix. Notice of a committee meeting
shall be given to a Director in any of the following ways: in person,
by telephone or by delivery of a written notice or facsimile communication to
the Director’s business or residence. Notice given in writing or by
facsimile communication to the Director’s business or residence must be
delivered at least twenty-four (24) hours before such meeting. Notice
given by telephone or in person shall be given at least twelve (12) hours prior
to the time set for the meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of a committee need be specified
in the notice of such meeting. A written waiver of any notice, signed
by a Director, whether before or after the time of the event for which notice is
to be given, shall be equivalent to the notice required to be given to such
person. No notice is required if a committee meeting is set by the
committee.
If not
otherwise fixed by the Board of Directors, the number of members making up a
committee shall equal the number of Directors then serving on the committee from
time to time. At any meeting of a committee, a majority of the number
of Directors then serving on the committee shall constitute a
quorum.
Each
committee may determine procedural rules for the conduct of its meetings and
business, and shall act in accordance therewith, unless otherwise provided by
the Board of Directors in the resolution establishing the
committee.
Article
III
Officers
of the Company
Section
1. Generally
The
officers of the corporation shall consist of a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and a Vice
President-Chief Financial Officer appointed by the Board of
Directors. The Board of Directors may also appoint one or more
Assistant Secretaries, Assistant Treasurers, and such other officers and agents
as the Board of Directors may desire. Officers shall be appointed by
the Board of Directors at its first meeting after every annual meeting of
stockholders. Each officer or agent appointed by the Board of
Directors shall hold office until a successor is elected and qualified or until
such person’s earlier resignation or removal. Any number of offices
may be held by the same person.
Section
2. Duties
of the Chairman of the Board
The
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors.
Unless
otherwise directed by the Board of Directors, the Chairman of the Board, or such
other officer or agent as the Chairman of the Board may designate, shall have
authority to vote and otherwise act on behalf of the corporation, in person or
by proxy, at any meeting of stockholders, or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities, and otherwise to exercise any and all rights and powers that this
corporation may possess by reason of its ownership of securities in any other
corporation.
Section
3. Duties
of the President
The
President shall perform the duties as usually pertain to the office and such
other duties as may from time to time be assigned.
Section
4. Duties
of Vice Presidents
Each Vice
President shall perform the duties as usually pertain to the office to which
appointed and such other duties as may from time to time be
assigned.
Section
5. Duties
of Secretary and Assistant Secretaries
The
Secretary shall make a record of the proceedings of all meetings of the
stockholders, Board of Directors and any committee of Directors, in books to be
kept for that purpose. The Secretary shall also give and publish all
necessary notices of all meetings, have custody of the corporate seal and affix
it when authorized, and preserve and keep all general contracts, papers and
documents. In general, the Secretary shall perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned.
Each
Assistant Secretary shall perform such duties of the Secretary as may from time
to time be assigned.
Section
6. Duties
of Treasurer and Assistant Treasurers
The
Treasurer shall have charge of all monies, funds and securities which may come
into the Treasurer’s possession, maintain deposits of the corporation’s monies
and funds in such depositories as the Board of Directors, the Chairman of the
Board or the President shall approve, make disbursements of such monies and
funds under direction of the Board of Directors, the Chairman of the Board, or
the President, keep an account of all receipts and disbursements, and make such
reports as may be required. The Treasurer shall also maintain a
record of the outstanding shares of stock in the corporation, a stock transfer
record and a list of the stockholders of the corporation. In general,
the Treasurer shall perform all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned.
Each
Assistant Treasurer shall perform such duties of the Treasurer as may from time
to time be assigned.
Section
7. Duties
of the Vice President-Chief Financial Officer
The Vice
President-Chief Financial Officer shall be the principal officer in charge of
the accounts of the corporation and shall perform all duties incident to the
office of Vice President-Chief Financial Officer and such other duties as from
time to time may be assigned.
Section
8. Delegation
of Authority
The Board
of Directors may from time to time assign or delegate the powers, authorities or
duties of the Chairman of the Board, the President or any officer or agent to
any other officers or agents, notwithstanding any provision hereof.
Article
IV
Indemnification
The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action or suit by or in the right
of the corporation) by reason of the fact that such person is or was a Director,
officer or employee of the corporation, or, while such person is or was a
Director, officer or employee of the corporation, such person is or was serving
at the request of the corporation as a Director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys’ fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit, or proceeding, but in each case only if and to the extent
permitted under applicable state or federal law.
The
indemnification provided herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, and shall continue as to a
person who has ceased to be a Director, officer, employee, or agent, and shall
inure to the benefit of the heirs and personal representatives of such a
person.
Article
V
Stock
Section
1. Stock
Certificates; Uncertificated Shares
The
shares of the corporation shall be represented by certificates, provided that
the Board of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares 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, or the President or Vice-President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of such
corporation representing the number of shares registered in certificate
form. Any or all of 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 he or she were such officer, transfer agent or registrar at the date of
issue.
Section
2. Transfers
of Stock
Transfers
of stock shall be made only on the stock transfer record of the corporation and
upon surrender of the certificate previously issued therefore which is
outstanding and not canceled, except in the case of uncertificated
shares.
Section
3. Transfer
on Death Directions
At the
request of a stockholder residing in a state that permits transfer on death
directions by law, the Treasurer shall record on the stockholder’s certificate,
or, in the case of uncertificated shares, upon the account statements evidencing
the shares, a direction to transfer the stockholder’s interest in the
corporation to a person designated by the stockholder on death of the
stockholder. The Treasurer shall execute such direction upon proof of
death of the stockholder, surrender of the outstanding certificate with the
direction written thereon, and under such regulations as may be prescribed by
the Treasurer.
Article
VI
Miscellaneous
Section
1. Facsimile
Signatures
In
addition to the provision for the use of facsimile signatures on stock
certificates as provided in Section 1 of Article V, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors.
Section
2. Corporate
Seal
The Board
of Directors shall provide a suitable seal for the corporation that contains the
name of the corporation and the state of incorporation, which seal shall be kept
by the Secretary.
Section
3. Fiscal
Year
The
fiscal year of the corporation shall be identical with the calendar year unless
otherwise established by the Board of Directors.
Section
4. Time
Periods
In
applying any provision of these Bylaws which requires that an act be done or not
be done in a specified number of days prior to an event, or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used. The day of the doing of the act shall be excluded and
the day of the event shall be included.
Article
VII
Amendments
These Bylaws may be amended or repealed
in accordance with the Certificate of Incorporation by the Board of Directors at
any meeting or by the stockholders at any meeting.