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EXHIBIT 3.2
NEXTEL INTERNATIONAL, INC.
AMENDED AND RESTATED
BYLAWS
ARTICLE I
OFFICES
Section 1.1 The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 1.2 The Corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
Section 2.2 Annual meetings of stockholders shall be held in each
year on such date and at such time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote or by written ballot a board of directors, and
transact such other business as may properly be brought before the meeting.
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Section 2.3 Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.
Section 2.4 Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority of
the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 2.5 Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting.
Section 2.6 The holders of a majority of the entire capital stock
of the Corporation issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.
Section 2.7 When a quorum is present at any meeting, the vote of
the holders of a majority of the entire capital stock of the Corporation
having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern
and control the decision of such question.
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Section 2.8 Except as otherwise provided in the certificate of
incorporation, each outstanding share of Class B Common Stock shall be
entitled to ten votes per share, and each other outstanding share of capital
stock entitled to vote shall be entitled to one vote per share, with respect
to a matter submitted to a vote of stockholders. Every reference in these
bylaws to a majority or other proportion of the entire capital stock of the
Corporation shall refer to such majority or other proportion of the votes
entitled to be cast by such capital stock.
ARTICLE III
DIRECTORS
Section 3.1 The board of directors shall consist of not less than
one nor more than ten members as shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.2 of this Article, and each
director elected shall hold office until the next annual election and until
his successor is elected and qualified. Directors need not be stockholders. At
each succeeding annual meeting of the stockholders of the Corporation, the
successor of any director shall be elected by plurality vote of all votes
entitled to elect such director and cast at such meeting.
Section 3.2 Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute.
Section 3.3 The business and affairs of the Corporation shall be
managed by or under the direction of its board of directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the certificate of incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.
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Section 3.4 The board of directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 3.5 Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 3.6 Special meetings of the board may be called by the
chairman of the board or by the president on one day's notice to each
director, either personally, by mail, by telegram or by electronic
transmission; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors.
Section 3.7 At all meetings of the board a majority of the
directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting, until a quorum
shall be present.
Section 3.8 Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in writing or by electronic transmission, and the writing
or writings, or, if the consent action is taken by electronic transmission,
paper reproductions of such electronic transmission or transmissions, are
filed with the minutes or proceedings of the board or committee.
Section 3.9 Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting
of the board of directors, or any 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 in a meeting shall
constitute presence in person at the meeting.
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Section 3.10 The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee
to consist of one or more directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the power and authority of the
board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to
all papers which may require it, but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the bylaws of the
corporation; and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power of authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.
Section 3.11 Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
ARTICLE IV
NOTICES
Section 4.1 Whenever, under the provisions of the Delaware General
Corporation Law or of the certificate of incorporation or of these bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram, by telephone or by electronic transmission.
Section 4.2 Whenever any notice is required to be given under the
provisions of the Delaware General Corporation Law or of the certificate of
incorporation or of these bylaws, a
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waiver thereof in writing, signed by the person or persons entitled to said
notice or, in the case of a director, a waiver by electronic transmission by
the director entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 5.1 The officers of the Corporation shall be chosen by the
board of directors and shall be a president, secretary, general counsel,
treasurer and controller. The board of directors may also choose a chairman of
the board of directors, a chief executive officer, one or more vice
presidents, one or more assistant secretaries, one or more assistant general
counsels and one or more assistant treasurers and assistant controllers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide.
Section 5.2 The compensation of all officers and agents of the
Corporation that are also directors of the Corporation shall be fixed by the
board of directors. The board of directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.
Section 5.3 The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the Corporation shall be filled by the board of
directors.
Section 5.4 The officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, or as may be specified from time to time by the board of
directors regardless of whether such authority and duties are customarily
incident to such office.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 6.1 Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the president or a vice-president and the secretary or an assistant secretary
of the Corporation, certifying the number of shares owned by such holder in
the Corporation.
Section 6.2 Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7.1 Each person that is or was a director, officer,
employee, or agent of the Corporation, or 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 (including
the heirs, executors, administrators or estate of such person) (collectively,
an "Agent") shall be indemnified by the Corporation to the full extent
permitted or authorized by the General Corporation Law of the State of
Delaware. The Corporation may, but shall not be obligated to, maintain
insurance, at its expense, for its benefit in respect of such indemnification
and that of any such person whether or not the Corporation would otherwise
have the power to indemnify such person.
Section 7.2 Expenses incurred by a person in defending a civil or
criminal action, suit or proceeding by reason of the fact that he or she is or
was an Agent, for which such Agent may be entitled to indemnification either
under these bylaws and/or the certificate of incorporation,
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shall be paid by the Corporation in advance of the final disposition of such
action, suit, or proceeding upon receipt of an undertaking by or on behalf of
such Agent to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the Corporation as authorized by
relevant Delaware law (statutory or nonstatutory), provided, however, that the
Corporation shall not be required to advance such expenses to such Agent in
connection with any action, suit or proceeding brought by the Corporation and
approved by a majority of the Board of Directors which alleges willful
misappropriation of corporate assets by such Agent, disclosure of confidential
information in violation of such Agent's fiduciary or contractual obligations
to the Corporation, or any other willful and deliberate breach in bad faith of
such Agent's duty to the corporation or its stockholders.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of the incorporation, if any, may
be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.
Section 8.2 Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums
as the directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for such
other purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 8.3 All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may
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from time to time designate.
Section 8.4 The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.
Section 8.5 The board of directors may adopt a corporate seal and
use the same by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 9.1 These bylaws may be altered, amended or repealed or
new bylaws may be adopted by the stockholders or by the board of directors.
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