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EX-99.1 - EX-99.1 - NEUSTAR INC | w80043exv99w1.htm |
8-K - FORM 8-K - NEUSTAR INC | w80043e8vk.htm |
Exhibit
99.2
AMENDED AND RESTATED BYLAWS
OF
NEUSTAR, INC.
OF
NEUSTAR, INC.
ARTICLE I
OFFICES
OFFICES
The address of the registered office of NeuStar, Inc. (the Corporation) in the State
of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the
Corporations registered agent at such address is The Corporation Trust Company. The Corporation
may also have such other offices at such other places, within or without the State of Delaware, as
the Board of Directors may from time to time designate or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
STOCKHOLDERS
Section 1. Annual Meeting.
(a) 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 each year fix, which date shall be within 13 months of the last annual meeting of
stockholders.
(b) Nominations of persons for election to the Board of Directors and the proposal of business
other than nominations to be transacted by the stockholders may be made at an annual meeting of
stockholders only (i) pursuant to the Corporations notice with respect to such meeting (or any
supplement thereto), (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of record of the Corporation who was a stockholder of record at the time of the giving
of the notice provided for in the following paragraph, who is entitled to vote at the meeting and
who has complied with the notice procedures set forth in this section.
(c) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of the foregoing paragraph, (i) the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation, (ii) such business must
be a proper matter for stockholder action under the General Corporation Law of the State of
Delaware, (iii) if the stockholder, or the beneficial owner (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act)) on whose behalf any
such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (D)(iv) of this paragraph, such stockholder or beneficial owner
must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of
at
least the percentage of the Corporations voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form
of proxy to holders of a percentage of the Corporations voting shares reasonably believed by such
stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be
nominated by such stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided
pursuant to this section, the stockholder or beneficial owner proposing such business or nomination
must not have solicited a number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this section. To be timely, a stockholders notice shall be delivered to
the Secretary at the principal executive offices of the Corporation by the close of business not
less than 90 or more than 120 days prior to the first anniversary (the Anniversary) of
the date of the preceding years annual meeting of stockholders; provided, however, that if the
date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days
after the Anniversary, notice by the stockholder to be timely must be so delivered not later than
the close of business on the later of (I) the 90th day prior to such annual meeting or (II) the
10th day following the day on which public announcement (as defined below) of the date of such
meeting is first made. 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
stockholders notice as described above. Such stockholders notice shall set forth (A) as to each
person whom the stockholder proposes to nominate for election or reelection as a director (i) all
information relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors in an election contest pursuant to
Regulation 14A under the Exchange Act, and (ii) such persons written consent to being named in the
proxy statement as nominee and to serve as a director if elected; (B) as to any other business that
the stockholder proposes to bring before the meeting, a brief description of such business, the
reasons for conducting such business at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (C) as to
the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such stockholder, as they appear on the
Corporations books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned of record by such stockholder and such beneficial owner as of the date
of the notice, and the stockholders agreement to notify the Corporation in writing within five
business days after the record date for such meeting of the class and number of shares of the
Corporation owned of record by the stockholder and such beneficial owner as of the record date for
the meeting, and (iii) a representation that the stockholder intends to appear in person or by
proxy at the meeting to propose such nomination or business; (D) as to the stockholder giving the
notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination or
proposal is made, as to such beneficial owner: (i) the class and number of shares of the
Corporation which are beneficially owned by such stockholder or beneficial
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owner as of the date of the notice, and the stockholders agreement to notify the Corporation in writing within five
business days after the record date for such meeting of the class and number of shares of the
Corporation beneficially owned by such stockholder or beneficial owner as of the record date for
the meeting, (ii) a description of any agreement, arrangement or understanding with respect to the nomination or
other business between or among such stockholder or beneficial owner and any other person,
including without limitation any agreements that would be required to be disclosed pursuant to Item
5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule
13D is applicable to the stockholder or beneficial owner) and the stockholders agreement to notify
the Corporation in writing within five business days after the record date for such meeting of any
such agreement, arrangement or understanding in effect as of the record date for the meeting, (iii)
a description of any agreement, arrangement or understanding (including any derivative or short
positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has
been entered into as of the date of the stockholders notice by, or on behalf of, such stockholder
or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from
changes in the share price of any class of shares of the Corporation, or increase or decrease the
voting power of the stockholder or beneficial owner with respect to shares of the Corporation, and
the stockholders agreement to notify the Corporation in writing within five business days after
the record date for such meeting of any such agreement, arrangement or understanding in effect as
of the record date for the meeting, and (iv) a representation whether either such stockholder or
beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case
of a proposal, at least the percentage of the Corporations voting shares required under applicable
law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of
holders of the Corporations voting shares to elect such nominee or nominees (an affirmative
statement of such intent, a Solicitation Notice). The Corporation may require any
proposed nominee for director to furnish such other information as the Corporation may reasonably
request, including such information as would be necessary for the Corporation to determine whether
the proposed nominee can be considered an independent director. The foregoing notice requirements
of this paragraph (c) of Section 1 shall not apply to a stockholder if the stockholder has notified
the Corporation of his or her intention to present a stockholder proposal at an annual meeting of
stockholders only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such
proposal has been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting.
(d) Only persons nominated in accordance with the procedures set forth in this Section 1 shall
be eligible to serve as directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with the procedures set
forth in this section. Except as otherwise provided by law, the Chairman of the Board shall have
the power and the duty to determine whether a nomination or any business proposed to be brought
before the meeting has been made in accordance with the procedures set forth in these Bylaws,
including whether either the stockholder or beneficial owner on whose behalf the nomination or
proposal is made solicited or did not solicit, as the case may be, proxies in support of such
stockholders nominee or proposal in accordance with any Solicitation Notice delivered pursuant to
subclause (D)(iv) of paragraph (c) of this Section 1. If any proposed nomination or business is not
in compliance with these Bylaws, the chairman of the meeting shall have
3
the power and duty to declare that such defectively proposed business or nomination shall
not be presented for stockholder action at the meeting and shall be disregarded. Notwithstanding
the foregoing provisions of this Section 1, unless otherwise required by law, if the stockholder
does not provide the information required under subclauses (C)(ii) and (D)(i) through (iii) of
paragraph (c) of this Section 1 to the Corporation within five business days following the record
date for an annual or special meeting of stockholders or if the stockholder (or a qualified
representative of the stockholder) does not appear at the meeting of stockholders to present a
nomination or proposed business, such nomination shall be disregarded and such proposed business
shall not be transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation. For purposes of this Section 1, to be considered a qualified
representative of the stockholder, a person must be a duly authorized officer, manager or partner
of such stockholder or authorized by a writing executed by such stockholder (or a reliable
reproduction or electronic transmission of the writing) delivered to the Corporation prior to the
making of such nomination or proposal at such meeting by such stockholder stating that such person
is authorized to act for such stockholder as proxy at the meeting of stockholders.
(e) For purposes of these Bylaws, public announcement shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or a comparable national
news service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section 2. Special Meetings.
(a) Special meetings of the stockholders, other than those required by statute, may be called
at any time by the Chairman of the Board, the Chief Executive Officer or the President or by the
Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For
purposes of these Bylaws, the term Whole Board shall mean the total number of authorized
directors whether or not there exist any vacancies in previously authorized directorships. The
Board of Directors may postpone or reschedule any previously scheduled special meeting.
(b) Only such business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporations notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporations notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of record of the Corporation who is
a stockholder of record at the time of giving of notice provided for in this paragraph, who shall
be entitled to vote at the meeting and who provides the information required by Section 1 of this
Article II. Nominations by stockholders of persons for election to the Board of Directors may be
made at such a special meeting of stockholders if the stockholders notice required by paragraph
(c) of Section 1 of this Article II shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the
4
later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a new time period (or
extend any time period) for the giving of a stockholders notice as described above.
Section 3. Notice of Meetings. Notice of the place, if any, date, and time of all
meetings of the stockholders, and the means of remote communications, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such meeting, shall be given,
not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided herein or required by
law (meaning, here and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place, if any, thereof, and the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than 30 days after the date for which
the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting,
notice of the place, if any, date, and time of the adjourned meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the original meeting.
Section 4. Quorum. At any meeting of the stockholders, the holders of a majority 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 all purposes, unless or except to the extent that the presence of a
larger number may be required by law. Where a separate vote by a class or classes or series is
required, a majority of the shares of such class or classes or series present in person or
represented by proxy shall constitute a quorum entitled to take action with respect to that vote on
that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the
meeting to another place, if any, date, or time.
Section 5. Organization. Such person as the Board of Directors may have designated or,
in the absence of such a person, the Chairman of the Board or, in his or her absence, the Chief
Executive Officer or President of the Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the shares entitled to vote who are present, in person or by
proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In
the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.
5
Section 6. Conduct of Business. The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order. The chairman shall
have the power to adjourn the meeting to another place, if any, date and time. The date and time of
the opening and closing of the polls for each matter upon which the stockholders will vote at the
meeting shall be announced at the meeting.
Section 7. Proxies and Voting. At any meeting of the stockholders, every stockholder
entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established for the meeting.
Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A proxy shall be deemed signed if the
stockholders name is placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholders attorney-in-fact. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long
as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing
a later date with the Secretary of the Corporation. A proxy is not revoked by the death or
incapacity of the maker unless, before the vote is counted, written notice of such death or
incapacity is received by the Corporation.
The Corporation may, and to the extent required by law, shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the
person presiding at the meeting may, and to the extent required by law, shall, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. Every vote taken by ballots shall be
counted by a duly appointed inspector or inspectors.
All elections shall be determined by a plurality of the votes cast, and except as otherwise
required by law, all other matters shall be determined by a majority of the votes cast
affirmatively or negatively.
Section 8. Stock List. A complete list of stockholders entitled to vote at any meeting
of stockholders, arranged in alphabetical order for each class of stock and showing the address of
each such stockholder and the number of shares registered in his or her name,
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shall be open to the examination of any such stockholder for a period of at least 10 days prior to the meeting in the
manner provided by law.
The stock list shall also be open to the examination of any stockholder during the whole time
of the meeting as provided by law. This list shall presumptively determine the identity of the
stockholders entitled to examine the list and to vote at the meeting and the number of shares held
by each of them.
ARTICLE III
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Section 1. Number of Directors; Qualifications. Subject to the rights of the holders
of any series of preferred stock to elect directors under specified circumstances, the number of
directors constituting the Whole Board shall be not less than three nor more than fifteen, as fixed
from time to time by vote of a majority of the Whole Board; provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the time in office;
provided, further, that the number of directors constituting the Whole Board shall be nine until
otherwise fixed by a majority of the Whole Board. In the event that the service by any individual
on the Corporations board of directors would cause the Corporation to violate any of the
neutrality requirements to which the Corporation is subject under the applicable laws, regulations,
rules and orders of the Federal Communications Commission, such individual shall not qualify to
serve as a director of the Corporation and, if applicable, such individual shall cease to be a
member of the board of directors immediately.
Section 2. Newly Created Directorships and Vacancies. Subject to the rights of the
holders of any series of preferred stock then outstanding, any vacancies in the Board of Directors
for any reason, and any directorships resulting from any increase in the number of directors, may
be filled by the Board of Directors, acting by a majority of the directors then in office, although
less than a quorum, and any directors so chosen shall hold office until the next election of the
class for which such directors have been chosen and until their successors shall be elected and
qualified.
Section 3. 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 have been
established by the Board of Directors and publicized among all directors. A notice of each regular
meeting shall not be required.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Chief Executive Officer, the President or by a majority of the
Whole Board and shall be held at such place, on such date, and at such time as they or he or she
shall fix. Notice of the place, date, and time of each such special meeting shall be given to each
director by whom it is not waived by mailing written notice not less than five days before the
meeting or by telephone or by telegraphing or telexing or by facsimile or electronic transmission
of the same not less than 24 hours
7
before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
Section 5. Quorum. At any meeting of the Board of Directors, a majority of the total
number of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone. Members of the Board of
Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or
committee by means of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other and such participation shall constitute
presence in person at such meeting.
Section 7. Conduct of Business. At any meeting of the Board of Directors, business
shall be transacted in such order and manner as the Board of Directors may from time to time
determine, and all matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by the Board of
Directors without a meeting if all members thereof consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or transmissions are filed
with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
Section 8. Compensation of Directors. Unless otherwise restricted by the Corporations
Certificate of Incorporation, the Board of Directors shall have the authority to fix the
compensation of the 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 paid a stated salary or paid other compensation as director. No such
payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may be allowed
compensation for attending committee meetings.
Section 9. Powers. The business and affairs of the Corporation shall be managed by or
under the direction of its Board of Directors. The Board of Directors shall exercise all of the
powers and duties conferred by law except as provided by the Certificate of Incorporation or these
Bylaws.
Section 10. Chairman of the Board. The Board of Directors may appoint one of its
members as Chairman of the Board. The Chairman of the Board shall perform all duties and have all
powers which are commonly incident to the position of Chairman or which are delegated to him or her
by the Board of Directors. He or she shall have the power to sign all stock certificates, contracts
and other instruments of the Corporation which are authorized. The Chairman of the Board shall hold
such position until his or her successor
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is appointed or until his or her earlier resignation or removal. The Chairman of the Board may be removed from such position at any time, with or without
cause, by the Board of Directors.
Section 11. Resignations. Any director may resign from the Board of Directors at any
time upon notice given in writing or by electronic transmission. The resignation shall take effect
at the time specified therein, and if no time is specified, at the time of its receipt by the Chief
Executive Officer, President or Secretary. The acceptance of a resignation shall not be necessary
to make it effective.
ARTICLE IV
COMMITTEES
COMMITTEES
Section 1. Committees of the Board of Directors. 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, for
those committees and any others provided for herein, 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 member at any meeting of the committee. In the absence or
disqualification of any member of any committee and any alternate member in his or her place, the
member or members of the committee present at the meeting and not disqualified from voting, whether
or not he or she or they constitute a quorum, 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.
Section 2. Conduct of Business. Each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance therewith, except as otherwise
provided herein or required by law. Adequate provision shall be made for notice to members of all
meetings; one-third of the members shall constitute a quorum unless the committee shall consist of
one or two members, in which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any committee without
a meeting if all members thereof consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with the minutes of the
proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic form.
ARTICLE V
OFFICERS
OFFICERS
Section 1. Generally. The officers of the Corporation may consist of a Chief Executive
Officer, a President, a Chief Operating Officer, one or more Vice Presidents, a Chief Financial
Officer, a Secretary, one or more Assistant Secretaries and such other officers as may from time to
time be appointed by the Board of Directors. In the event there are two or more Vice Presidents,
then one or more may be designated as Executive
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Vice President, Senior Vice President, or other
similar or dissimilar title. At the time of the election of officers, the directors may by
resolution determine the order of their rank. Officers shall be elected by the Board of Directors,
which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his
or her successor is elected and qualified or until his or her earlier resignation or removal. Any
number of offices may be held by the same person, and an officer may serve concurrently as a member
of the Board of Directors and as Chairman of the Board. The salaries of officers elected by the
Board of Directors shall be fixed from time to time by the Board of Directors or by such officers
as may be designated by resolution of the Board of Directors.
Section 2. Chief Executive Officer. Subject to the provisions of these Bylaws and to
the direction of the Board of Directors, the Chief Executive Officer shall have the responsibility
for the general management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office of chief executive
or which are delegated to him or her by the Board of Directors. He or she shall have power to sign
all contracts and other instruments of the Corporation which are authorized and shall have general
supervision and direction of all of the other officers, employees and agents of the Corporation.
Section 3. President. The President shall perform all duties and have all powers which
are commonly incident to the office of president or which are delegated to him or her by the Board
of Directors. Subject to the direction of the Board of Directors and the Chief Executive Officer,
the President shall have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized.
Section 4. Chief Operating Officer. The Chief Operating Officer shall have general
responsibility for the management and control of the operations of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office of chief operating
officer or which are delegated to him or her by the Board of Directors. Subject to the direction of
the Board of Directors and the Chief Executive Officer, the Chief Operating Officer shall have
power to sign all contracts and other instruments of the Corporation which are authorized and shall
have general supervision of all of the other officers (other than the Chief Executive Officer and
the President), employees and agents of the Corporation.
Section 5. Vice President. Each Vice President shall have such powers and duties as
may be delegated to him or her by the Board of Directors. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, 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.
Section 6. Chief Financial Officer. The Chief Financial Officer shall have the general
care and custody of the funds and securities of the Corporation, and shall deposit all such funds
in the name of the Corporation in such banks, trust companies or other
10
depositories as shall be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever. He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in
connection therewith as may be necessary or desirable. He shall, in general, perform all other
duties incident to the office of Chief Financial Officer and such other duties as from time to time
may be assigned to him by the Board.
Section 7. Secretary. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties for the standing
committees when required by the Board of Directors. He shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these Bylaws. He shall keep in safe custody the
seal of the Corporation, and when authorized by the Board, affix the same to any instrument
requiring it, and when so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his signature.
Section 8. Assistant Secretary. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such
determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence
or disability of the Secretary, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of Directors may from time
to time prescribe.
Section 9. Delegation of Authority. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
Section 10. Removal. Any officer of the Corporation may be removed at any time, with
or without cause, by the Board of Directors.
Section 11. Action with Respect to Securities of Other Corporations. Unless otherwise
directed by the Board of Directors, the Chief Executive Officer or any officer of the Corporation
authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other Corporation in which this Corporation mayhold securities and
otherwise to exercise any and all rights and powers which this Corporation may possess by reason of
its ownership of securities in such other Corporation.
Section 12. Corporate Funds and Checks. The funds of the Corporation shall be kept in
such depositories as shall from time to time be prescribed by the Board of Directors. All checks or
other orders for the payment of money shall be signed by the
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Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or such other person or agent as may from
time to time be authorized and with such countersignature, if any, as may be required by the Board
of Directors.
ARTICLE VI
STOCK
STOCK
Section 1. Certificates of Stock. Each holder of stock represented by certificates
shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of
the Board, President or a Vice President, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or
all of the signatures on the certificate may be by facsimile. The Board of Directors shall have the
power to appoint one or more transfer agents and/or registrars for the transfer or registration of
certificates of stock of any class, and may require stock certificates to be countersigned or
registered by one or more of such transfer agents and/or registrars.
Section 2. Transfers of Stock. Transfers of stock shall be made only upon the transfer
books of the Corporation kept at an office of the Corporation or by transfer agents designated to
transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance
with Section 4 of Article VI of these Bylaws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is issued therefor.
Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer if, when the certificates are presented, both the
transferor and transferee request the Corporation to do so. The Board of Directors shall have the
power and authority to make such rules and regulations as it may deem necessary or proper
concerning the issue, transfer and regulation of certificates for shares of stock of the
Corporation.
Section 3. Record Date. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any
dividend or other distribution or allotment of any rights or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other lawful action, the
Board of Directors may, except as otherwise required by law, fix a record date, which record date
shall not precede the date on which the resolution fixing the record date is adopted and which
record date shall not be more than 60 nor less than 10 days before the date of any meeting of
stockholders, nor more than 60 days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day next preceding the day on which the meeting
is held, and, for determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change, conversion or exchange of
stock or for any other purpose, the record date shall be at the
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close of business on the day on which the Board of Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 4. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or
destruction of any certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the Board of Directors may
establish.
Section 6. List of Stockholders Entitled to Vote. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, the list required by
Section 219 of the Delaware General Corporation Law or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.
Section 7. Dividends. Subject to the provisions of the Certificate of Incorporation,
the Board of Directors may at any regular or special meetings, declare dividends upon the stock of
the Corporation either (a) out of its surplus, as defined in and computed in accordance with
Sections 154 and 244 of the Delaware General Corporation Law or (b) in case there shall be no such
surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. Before the declaration of any dividend, the Board of Directors may set
apart, out of any funds of the Corporation available for dividends, such sum or sums as from time
to time in their discretion may be deemed proper for working capital or as a reserve fund to meet
contingencies or for such other purposes as shall be deemed conducive to the interests of the
Corporation.
Section 8. Registered Stockholders. Prior to the surrender to the Corporation of the
certificate or certificates for a share or shares of stock with a request to record the transfer of
such share or shares, the Corporation may treat the registered owner as the person entitled to
receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any equitable or other claims
to or interest in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.
ARTICLE VII
NOTICES
NOTICES
Section 1. Notices. Notice to stockholders may be given personally, by mail, or by
electronic transmission in accordance with Section 232 of the Delaware General Corporation Law. If
mailed, notice to stockholders shall be deemed given when deposited
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in the mail, postage prepaid, directed to the stockholder at such stockholders address as it appears on the records of the
Corporation. Notice shall be deemed to have been given to all stockholders of record who share a
post office or street or electronic mail address if
notice is given in accordance with the householding rules set forth in Rule 14a-3(e) under the
Exchange Act and Section 233 of the Delaware General Corporation Law. An affidavit of the Secretary
or Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice
has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Notice to the Corporation shall be deemed given when received by the Secretary of the Corporation.
Section 2. Waivers. A written waiver of any notice, signed by a stockholder or
director, or waiver by electronic transmission by such person, whether given before or after the
time of the event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such person. Neither the business nor the purpose of any meeting need be
specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except
attendance for the sole purpose of objecting to the timeliness of notice.
ARTICLE VIII
MISCELLANEOUS
MISCELLANEOUS
Section 1. Facsimile Signatures. In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer
or officers of the Corporation may be used whenever and as authorized by the Board of Directors or
a committee thereof.
Section 2. Corporate Seal. The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be
kept and used by the Chief Financial Officer or by an Assistant Secretary.
Section 3. Reliance upon Books, Reports and Records. Each director, each member of any
committee designated by the Board of Directors, and each officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or committees of the
Board of Directors so designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other persons professional or expert
competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the
Board of Directors.
Section 5. Time Periods. In applying any provision of these Bylaws which requires that
an act be done or not be done a specified number of days prior to an event or that an
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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.
Section 6. Electronic Transmission. For purposes of these Bylaws, electronic
transmission means any form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.
Section 7. Section Headings. Section headings in these Bylaws are for convenience of
reference only and shall not be given any substantive effect in limiting or otherwise construing
any provision herein.
Section 8. Inconsistent Provisions; Changes in Delaware Law. If any provision of these
Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the
General Corporation Law of the State of Delaware or any other applicable law, the provision of
these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise
be given full force and effect. If any of the provisions of the General Corporation Law of the
State of Delaware referred to above are modified or superseded, the references to those provisions
is to be interpreted to refer to the provisions as so modified or superseded.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall be authorized to indemnify and hold harmless each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in any proceeding, by
reason of the fact that he or she is or was a director, officer, employee or agent of the
Corporation or is or was a director, officer, employee or agent of the Corporation serving at the
request of the Corporation as a director, officer, trustee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee, agent or trustee or in any other capacity while serving
as a director, officer, employee, agent or trustee, and the Corporation may indemnify each such
person to the fullest extent authorized by the Delaware General Corporation Law against all
expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such person in
connection with such proceeding.
ARTICLE X
AMENDMENTS
AMENDMENTS
These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made,
(i) by the Board, by vote of a majority of the number of directors then in
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office as directors, acting at any meeting of the Board or by written consent, or (ii) by the stockholders, at any
annual meeting of stockholders, without previous notice, or at any special meeting of stockholders,
provided that notice of such proposed amendment,
modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or the stockholders.
ARTICLE XI
CONDUCT OF BUSINESS
CONDUCT OF BUSINESS
In the conduct of its business and other corporate matters, the Corporation shall take such
actions as are necessary to comply with the neutrality requirements to which the Corporation is
subject under the applicable laws, regulations, rules and orders of the Federal Communications
Commission. In the case of an ambiguity in the application of any of the provisions of this Article
XI, the Board of Directors shall have the power to determine the application of the provisions of
this Article XI with respect to any situation based on the facts reasonably believed in good faith
by it. In the event Article XI requires an action by the Board of Directors and the Corporations
Certificate of Incorporation and these Bylaws fail to provide specific guidance with respect to
such action, the Board of Directors shall have the power to determine the action to be taken.
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