<PAGE>
EXHIBIT 4.03
At Home Corporation
(a Delaware corporation)
THIRD AMENDED AND RESTATED BYLAWS
________________________
Adopted as of August 28, 2000
________________________
ARTICLE I
STOCKHOLDERS
Section 1.1 Annual Meeting. An annual meeting of stockholders for the
----------- --------------
purpose of electing directors and of transacting such other business as may come
before it shall be held each year at such date, time, and place, either within
or without the State of Delaware, as may be specified by the Board of Directors
in the notice of meeting.
Section 1.2 Special Meetings. Except as otherwise provided in the terms
----------- ----------------
of any class or series of preferred stock or unless otherwise provided by law or
by the Certificate of Incorporation, special meetings of stockholders of the
Corporation, for any purpose or purposes, shall be called by the Secretary of
the Corporation (i) upon written request of the holders of not less than 10% of
the total voting power of the outstanding capital stock of the Corporation
entitled to vote at such meeting or (ii) at the request of a majority of the
members of the Board of Directors then in office.
Section 1.3 Notice of Meetings. Written notice of stockholders' meetings,
----------- ------------------
stating the place, date, and hour thereof, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
by the Chairman of the Board, if there be one, the President, any Vice
President, the Secretary, or an Assistant Secretary, to each stockholder
entitled to vote thereat at least ten days but not more than sixty days before
the date of the meeting, unless a different period is prescribed by law.
Section 1.4 Quorum. Subject to the rights of the holders of any class
----------- ------
or series of preferred stock or common stock and except as otherwise provided by
law or in the Certificate of Incorporation or these Bylaws, at any meeting of
stockholders, the holders of a majority in total voting power of the outstanding
shares of stock entitled to vote at the meeting shall be present or represented
by proxy in order to constitute a quorum for the transaction of any business.
In the absence of a quorum, the holders of a majority in total voting power of
the shares that are present in person or by proxy or the chairman of the meeting
may adjourn the meeting from time to time in the manner provided in Section 1.5
of these Bylaws until a quorum shall attend.
<PAGE>
Section 1.5 Adjournment. Any meeting of stockholders, annual or special,
----------- -----------
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 1.6 Organization. The Chairman of the Board, if there be one, or
----------- ------------
in his absence the President, or in their absence any Vice President, shall call
to order meetings of stockholders and shall act as chairman of such meetings.
The Board of Directors or, if the Board fails to act, the stockholders, may
appoint any stockholder, director, or officer of the Corporation to act as
chairman of any meeting in the absence of the Chairman of the Board, if there be
one, the President, and all Vice Presidents.
The Secretary shall act as secretary of all meetings of stockholders, but,
in the absence of the Secretary, the chairman of the meeting may appoint any
other person to act as secretary of the meeting .
Section 1.7 Voting. Subject to the rights of the holders of any class or
----------- ------
series of preferred stock or common stock and except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws and except for the
election of directors, at any meeting duly called and held at which a quorum is
present, the affirmative vote of the majority in voting power of shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Subject to the rights of
the holders of any class or series of preferred stock or common stock, at any
meeting duly called and held for the election of directors at which a quorum is
present, directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
Section 1.8 Voting List.
----------- -----------
(a) A complete list of the stockholders of the Corporation entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number and class of shares registered in the name of each
stockholder shall be prepared by the officer who has charge of the stock ledger
of the Corporation at least 10 days before every meeting of stockholders. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
-2-
<PAGE>
(b) Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting.
(c) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation or to vote in person or by proxy at any
meeting of stockholders.
Section 1.9 Stockholder Action Without a Meeting. Subject to the rights
----------- ------------------------------------
of the holders of any class or series of preferred stock, to the rights of the
holders of Series A Common Stock and Series B Common Stock, and to the
Certificate of Incorporation, any action required to be taken or which may be
taken at any annual meeting or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
counterpart consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to authorize the taking of such actions
at a meeting at which all shares entitled to vote on the action were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
Section 1.10 Inspectors of Election. The Corporation may, and shall if
------------ ----------------------
required by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting 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 to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify
such other information as may be required by law. In determining the validity
and counting of proxies and ballots cast at any meeting of stockholders of the
Corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.
-3-
<PAGE>
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Number. The authorized number of directors of the Corporation
----------- ------
shall be as specified in the Certificate of Incorporation. The number of
directors from time to time constituting the entire Board of Directors shall be
determined in the manner specified in the Certificate of Incorporation.
Section 2.2 Election. At each annual meeting of stockholders of the
----------- --------
Corporation, all directors shall be elected to hold office for a term expiring
at the next annual meeting of stockholders. Such directors will serve until
their respective successors are elected and qualified.
Section 2.3 Resignations. Any director of the Corporation, or any member
----------- ------------
of any committee, may resign at any time by giving written notice to the Board
of Directors, the Chairman of the Board, if there be one, the President or
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time be not specified therein, then upon receipt
thereof. The acceptance of such resignation shall not be necessary to make it
effective.
Section 2.4 Removal of Directors. Subject to the rights of the holders of
----------- --------------------
any class or series of preferred stock or common stock and to the Certificate of
Incorporation, directors may be removed from office upon the affirmative vote of
the holders of not less than a majority of the total voting power of the then
outstanding capital stock of the Corporation entitled to vote thereon, voting
together as a single class.
Section 2.5 Newly Created Directorships and Vacancies. Subject to the
----------- -----------------------------------------
rights of the holders of any class or series of preferred stock or common stock
and except as otherwise provided in the Certificate of Incorporation, vacancies
on the Board of Directors resulting from death, resignation, removal,
disqualification or other cause, and newly created directorships resulting from
any increase in the number of directors on the Board of Directors, shall be
filled by the affirmative vote of a majority of the remaining directors then in
office (even though less than a quorum) or by the sole remaining director. Any
director elected in accordance with the preceding sentence shall hold office for
a term expiring at the next annual meeting of stockholders, and until such
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director, except as may be provided in the terms of any class
or series of preferred stock or common stock with respect to any director
elected solely by the holders of such class or series of preferred stock or
common stock.
-4-
<PAGE>
Section 2.6 Chairman of the Board. The directors may elect one of their
----------- ---------------------
members to be Chairman of the Board of Directors. He shall perform such duties
as may from time to time be assigned to him by the Board of Directors.
Section 2.7 Meetings. Notice of each regular meeting shall be furnished
----------- --------
in writing to each member of the Board of Directors not less than five days in
advance of said meeting, unless such notice requirement is waived in writing by
each member.
Special meetings of the Board of Directors shall be held at such time and
place as shall be designated in the notice of the meeting. Special meetings of
the Board of Directors may be called by the Chairman of the Board, if there be
one, and shall be called by the President or Secretary of the Corporation upon
the written request to such effect of a majority of the members of the Board of
Directors.
Section 2.8 Notice of Special Meetings. The Secretary, or in his absence
----------- --------------------------
any other officer of the Corporation, shall give each director, at the
director's normal business address most recently provided by the director to the
Company in writing, notice of the time and place of holding of special meetings
of the Board of Directors by mail at least 10 days before the meeting, or by
facsimile, telegram, cable or personal service at least 3 days before the
meeting, unless such notice requirement is waived in writing by each member.
Unless otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the notice.
Section 2.9 Quorum and Organization of Meetings. A quorum for the taking
----------- -----------------------------------
any action at a meeting of the Board of Directors shall require the presence of
a majority of the members of the Board of Directors.
The Chairman of the Board, if there be one, or in his absence, such other
person as the directors may select shall act as chairman and shall preside at
all meetings of the Board of Directors. The Board of Directors shall keep
written minutes of its meetings. The Secretary of the Corporation shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.10 Committees of the Board of Directors. Except to the extent
------------ ------------------------------------
that the powers of any committee are set forth in the Certificate of
Incorporation or these Bylaws, the Board of Directors may establish committees
and shall specify with particularity the powers and duties of any such
committee. Subject to the limitations of the laws of the State of Delaware, the
Certificate of Incorporation and these Bylaws, and provided that any action
taken by any committee shall require approval of the Board, any such committee
shall exercise all powers and authority specifically granted to it by the Board
of Directors, which powers may include the authority to authorize the issuance
of shares of capital stock of the Corporation in an amount not in excess of such
number of shares as shall be specifically authorized from time to time by the
Board of Directors in respect of a particular transaction. Such committees shall
serve at the pleasure of the Board and shall have such names as the Board of
Directors by resolution may
-5-
<PAGE>
determine. All such committees shall keep minutes of their meetings and shall be
responsible to the Board of Directors for the conduct of the enterprises and
affairs entrusted to them.
Section 2.11 Committees Generally. Subject to the limitations set forth
------------ --------------------
in these Bylaws and in the Certificate of Incorporation, the Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such committee;
and in the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Each committee which may be established by the Board of
Directors pursuant to these Bylaws may fix its own rules and procedures. Notice
of meetings of committees, other than of regular meetings provided for by such
rules, shall be given to committee members.
Section 2.12 Directors' Compensation. Directors may receive such
------------ -----------------------
compensation for attendance at any meetings of the Board and any expenses
incidental to the performance of their duties as the Board of Directors shall
determine by resolution. Such compensation may be in addition to any
compensation received by the members of the Board of Directors in any other
capacity.
Section 2.13 Action Without Meeting. Subject to the provisions of the
------------ ----------------------
Certificate of Incorporation, nothing contained in these Bylaws shall be deemed
to restrict the power of members of the Board of Directors or any committee
designated by the Board to take any action required or permitted to be taken by
them by written consent without a meeting.
Section 2.14 Telephone Meetings. Nothing contained in these Bylaws
------------ ------------------
shall be deemed to restrict the power of members of the Board of Directors or
any committee designated by the Board of Directors to participate in a meeting
of the Board of Directors or such committee, as applicable, by means of
telephone conference or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
Section 2.15 Vote Required for Action or Approval of the Board or
------------ ----------------------------------------------------
Committees. Section B of Article V of the Certificate of Incorporation
----------
specifies the vote required for action or approval by the Board of Directors or
any committee thereof.
-6-
<PAGE>
ARTICLE III
OFFICERS
Section 3.1 Officers. The officers of the Corporation shall be chosen by
----------- --------
the Board of Directors and shall consist of a President and a Secretary. The
Board of Directors, in its discretion, may also choose a Chairman of the Board
(who must be a director), a Treasurer and one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers and other officers. The Board of Directors, in
its discretion, may also choose one or more Vice Chairmen (each of whom must be
a director), provided that a Vice Chairman shall not be considered to be an
officer of the Corporation by virtue of such position. Any number of offices may
be held by the same person, unless otherwise prohibited by law, the Certificate
of Incorporation or these Bylaws. The officers of the Corporation need not be
stockholders of the Corporation or, except in the case of the Chairman of the
Board, directors of the Corporation. The Board of Directors may elect or appoint
from time to time such other or additional officers as in its opinion are
desirable for the conduct of the business of the Corporation. Each officer shall
hold office until the first meeting of the Board of Directors following the next
annual meeting of stockholders following their respective election.
Section 3.2 Powers and Duties of Officers. The Board of Directors in its
----------- -----------------------------
discretion may designate either the Chairman of the Board, if there be one, or
the President as the Chief Executive Officer of the Corporation. The Chief
Executive Officer shall have overall responsibility for the management and
direction of the business and affairs of the Corporation and shall exercise such
duties as customarily pertain to such office and such other duties as may be
prescribed from time to time by the Board of Directors. He shall be the senior
officer of the Corporation. He may appoint and terminate the appointment or
election of officers, agents, or employees other than those appointed or elected
by the Board of Directors. He may sign, execute and deliver, in the name of the
Corporation, powers of attorney, contracts, bonds and other obligations which
implement policies established by the Board of Directors.
Unless otherwise provided by the Board of Directors, the President shall be
the chief operating officer of the Corporation and shall be responsible for the
active direction of the daily business of the Corporation and shall exercise
such duties as customarily pertain to the office of President and such other
duties as may be prescribed from time to time by the Board of Directors. The
President may sign, execute and deliver, in the name of the Corporation, powers
of attorney, contracts, bonds and other obligations which implement policies
established by the Board of Directors.
Vice Presidents shall have such powers and perform such duties as may be
assigned to them by the Chief Executive Officer, the President or the Board of
Directors. A Vice President may sign and execute contracts and other obligations
pertaining to the regular course of his duties which implement policies
established by the Board of Directors.
-7-
<PAGE>
The Treasurer, if there be one, shall be the chief financial officer of the
Corporation. Unless the Board of Directors otherwise declares by resolution, the
Treasurer shall have general custody of all the funds and securities of the
Corporation and general supervision of the collection and disbursement of funds
of the Corporation. He shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board of Directors
may designate. He may sign, with the Chief Executive Officer, the President, or
such other person or persons as may be designated for the purpose by the Board
of Directors, all bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of the Corporation a
full and accurate account of all moneys received and paid by him on account of
the Corporation; shall at all reasonable times exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by these Bylaws. He may be required to give bond for the faithful
performance of his duties in such sum and with such surety as shall be approved
by the Board of Directors. Any Assistant Treasurer shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
The Secretary shall keep the minutes of all meetings of the stockholders
and of the Board of Directors. The Secretary shall cause notice to be given of
meetings of stockholders, of the Board of Directors, and of any committee
appointed by the Board of Directors. He shall have custody of the corporate
seal, minutes and records relating to the conduct and acts of the stockholders
and Board of Directors, which shall, at all reasonable times, be open to the
examination of any director. The Secretary or any Assistant Secretary may
certify the record of proceedings of the meetings of the stockholders or of the
Board of Directors or resolutions adopted at such meetings; may sign or attest
certificates, statements or reports required to be filed with governmental
bodies or officials; may sign acknowledgments of instruments; may give notices
of meetings; and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
Section 3.3 Bank Accounts. In addition to such bank accounts as may be
----------- -------------
authorized in the usual manner by resolution of the Board of Directors, the
Treasurer, with approval of the Chief Executive Officer or the President, may
authorize such bank accounts to be opened or maintained in the name and on
behalf of the Corporation as he may deem necessary or appropriate, provided
payments from such bank accounts are to be made upon and according to the check
of the Corporation, which may be signed jointly or singularly by either the
manual or facsimile signature or signatures of such officers or bonded employees
of the Corporation as shall be specified in the written instructions of the
Treasurer or Assistant Treasurer of the Corporation with the approval of the
Chief Executive Officer or the President of the Corporation.
Section 3.4 Proxies. Unless otherwise provided in the Certificate of
----------- -------
Incorporation or directed by the Board of Directors, the Chief Executive Officer
or the President or their designees shall have full power and authority on
behalf of this Corporation to attend and to vote
-8-
<PAGE>
upon all matters and resolutions at any meeting of stockholders of any
corporation in which this Corporation may hold stock, and may exercise on behalf
of this Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, whether regular or special, and at
all adjournments thereof, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in connection with
the exercise by this Corporation of the rights and powers incident to the
ownership of such stock, with full power of substitution or revocation.
ARTICLE IV
CAPITAL STOCK
Section 4.1 Stock Certificates. Each stockholder of the Corporation shall
----------- ------------------
be entitled to a certificate certifying the class and number of shares
represented thereby and in such form, not inconsistent with the law of the State
of Delaware or the Certificate of Incorporation of the Corporation, as the Board
of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board, if
there be one, or the President and by the Secretary or the Treasurer, and sealed
with the seal of the Corporation. Such seal may be a facsimile, engraved or
printed. Where any certificate is manually signed by a transfer agent or by a
registrar, the signatures of any officers upon such certificate may be
facsimiles, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such before the certificate is issued, it
may be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar had not ceased to be such at the time of its issue.
Section 4.2 Transfer of Shares.
----------- ------------------
(a) Shares of the capital stock of the Corporation may be transferred on
the books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.
(b) The Person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim 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, except as
otherwise provided by the laws of the State of Delaware.
Section 4.3 Fixing Record Date. Subject to the provisions of the
----------- ------------------
Certificate of Incorporation, in order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled 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 fix a record date, which record
date shall not precede the date upon which the
-9-
<PAGE>
resolution fixing the record date is adopted by the Board of Directors, and
which record date: (1) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before
the date of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a meeting,
shall not be more than ten days from the date upon which the resolution fixing
the record date is adopted by the Board of Directors; and (3) in the case of any
other action, shall not be more than sixty days prior to such other action. If
no record date is fixed: (1) 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; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action of the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation in
accordance with applicable law, or, if prior action by the Board of Directors is
required by law, shall be at the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the 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 4.4 Lost Certificates. The Board of Directors or any transfer
----------- -----------------
agent of the Corporation may direct a new certificate or certificates
representing stock of the Corporation to be issued in place of any certificate
or certificates theretofore issued by the Corporation, alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
Person claiming the certificate to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors (or any transfer agent of the Corporation authorized to do so by a
resolution of the Board of Directors) may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as the Board of Directors (or any transfer agent
so authorized) shall direct to indemnify the Corporation against any claim that
may be made against the Corporation with respect to the certificate alleged to
have been lost, stolen, or destroyed or the issuance of such new certificates,
and such requirement may be general or confined to specific instances.
Section 4.5 Transfer Agent and Registrar. The Board of Directors may
----------- ----------------------------
appoint one or more transfer agents and one or more registrars, and may require
all certificates for shares to bear the manual or facsimile signature or
signatures of any of them.
Section 4.6 Regulations. The Board of Directors shall have power and
----------- -----------
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, cancellation, and replacement of
certificates representing stock of the Corporation.
-10-
<PAGE>
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Offices. The Corporation shall maintain a registered office
----------- -------
in the State of Delaware as required by law. The Corporation may also have
offices in such other places, either within or without the State of Delaware, as
the Board of Directors may from time to time designate or as the business of the
Corporation may require.
Section 5.2 Corporate Seal. The corporate seal shall have inscribed
----------- --------------
thereon the name of the Corporation, the year of its organization, and the words
"Corporate Seal" and "Delaware".
Section 5.3 Fiscal Year. The fiscal year of the Corporation shall be
----------- -----------
determined by resolution of the Board of Directors.
Section 5.4 Notices and Waivers Thereof. Whenever any notice whatever
----------- ---------------------------
is required by law, the Certificate of Incorporation, or these Bylaws to be
given to any stockholder, director or officer, such notice, except as otherwise
provided by law, may be given personally, or by mail, or, in the case of
directors or officers, by telegram, cable or facsimile transmission, addressed
to such address as appears on the books of the Corporation. Any notice given by
telegram, cable or facsimile transmission shall be deemed to have been given
when it shall have been transmitted and any notice given by mail shall be deemed
to have been given three business days after it shall have been deposited in the
United States mail with postage thereon prepaid.
Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these Bylaws, a written waiver thereof, signed by the Person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.
Section 5.5 Definition of "Person". "Person" shall mean any individual,
----------- ----------------------
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity, whether acting in an individual, fiduciary
or other capacity.
Section 5.6 Amendments. Subject to the Certificate of Incorporation and
----------- ----------
the rights of the holders of any class or series of preferred stock, these
Bylaws may be adopted, amended or repealed by the Board of Directors or by
affirmative vote of the holders of not less than 66-2/3% of the total voting
power of the then outstanding capital stock of the Corporation entitled to vote
thereon.
-11-
