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Exhibit 3(ii)
BYLAWS
OF
ISNI.NET, INC.
(A DELAWARE CORPORATION)
ADOPTED MAY 1, 2000
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. 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 1. Place of Meetings. All meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting.
Section 2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 2000, shall be held at such date and time as shall be designated
by the board of directors and stated in the notice of the meeting. At such
meetings, stockholders shall elect a board of directors and transact such other
business as may properly be brought before the meeting.
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Section 3. Notice of Annual Meetings. 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 fewer than 10 nor more
than 60 days before the date of the meeting.
Section 4. List of Stockholders Entitled to Vote. The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. 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 corporation's
principal office. During the meeting, the list shall be produced and kept at the
time and place of the meeting, and may be inspected by any stockholder who is
present.
Section 5. Special Meetings. Unless otherwise prescribed by statute or
by the certificate of incorporation, special meetings of the stockholders may be
called for any purpose or purposes by the president, and shall be called by the
president or secretary at the written request of a majority of the board of
directors or of the holders of 25% of all stock issued and outstanding and
entitled to vote on the date such written request was received by the
corporation. Such written request shall state the purpose or purposes of the
proposed meeting.
Section 6. Notice of Special Meetings. 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 not fewer than 10 nor
more than 60 days before the date of the meeting, to each stockholder entitled
to vote at such meeting.
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Section 7. Business Transacted at Special Meetings. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.
Section 8. Quorum. Except as otherwise provided by statute or by the
certificate of incorporation, a quorum of stockholders shall consist of the
holders of a majority of the stock issued and outstanding and entitled to vote
at all meetings of the stockholders for the transaction of business, present in
person or represented by proxy. 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, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally scheduled. 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 9. Votes Required. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless (1) the vote is for the election of directors, in which case the
candidates receiving the greatest number of votes shall be elected, or (2) the
question is one upon which a different vote is required by express provision of
the statute or of the certificate of incorporation or bylaws, in which case such
express provision shall govern and control the decision of such question.
Section 10. Voting in Person or by Proxy. Unless otherwise provided in
the certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote
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in person or by proxy for each share of the capital stock having voting power
held by such stockholder. No proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period.
Section 11. Consent in Writing. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Such consent or
consents shall be delivered to the Corporation by delivery to its principal
place of business or to an officer or agent of the corporation having custody of
the books in which proceedings of meetings of stockholders are recorded. Every
such written consent shall bear the date of signature of each stockholder who
signs the consent. No such written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated consent delivered to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the corporation in
the manner provided by this Section. Prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing and who,
if the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that the
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation as provided in this Section.
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ARTICLE III
DIRECTORS
Section 1. Number, Election, and Term of Office. The number of
directors of the corporation shall not be fewer than four nor more than fifteen.
Initially, there shall be four directors. Thereafter, the number of directors
shall be as provided from time to time by resolutions adopted by the directors
of the corporation, provided that no amendment to the bylaws decreasing the
number of directors shall have the effect of shortening the term of any
incumbent director and no action shall be taken by the directors (whether
through amendment of the bylaws or otherwise) to increase the number of
directors as provided in the bylaws from time to time unless at least two-thirds
(66 2/3%) of the directors then in office shall concur in such action. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and Newly-created Directorships. 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, or by
a sole remaining director, and the directors so chosen shall hold office until
the next election of directors 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. Authority. The business of the corporation shall be managed
by, or under the direction of, its board of directors. The board of directors
may exercise all such powers of the corporation and do all such lawful acts and
things except as otherwise may be provided by statute, the certificate of
incorporation, or these bylaws.
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Section 4. Place of Meetings. The board of directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.
Section 5. Organizational Meeting. The first meeting of each newly
elected board of directors shall be held immediately after the annual meeting of
stockholders at the same place as such annual meeting is held. No notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum of directors shall be present. In the
event such meeting is not held at the time and place provided herein, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board of directors, or
as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular Meetings. 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 7. Special Meetings. Special meetings of the board of directors
may be called by the chairman of the board or by the president of the
corporation on 24 hours notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the chairman of the board or by
the president or the secretary of the corporation in like manner and on like
notice, on the written request of a majority of the directors.
Section 8. Quorum. At all meetings of the board of directors, a
majority of the directors shall constitute a quorum for the transaction of
business. 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 the certificate of incorporation.
If a quorum shall not be present at any meeting of the board of directors, the
directors present
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thereat may adjourn the meeting, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Consent in Writing. 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 of directors or of
the committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the board of directors
or of the board committee.
Section 10. Participation in Meetings by Telephone. Unless otherwise
restricted by the certificate of incorporation, 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 of any board committee by means of
conference telephone or similar communications equipment which permit all
persons participating in the meeting to hear each other. Such participation in a
meeting shall constitute presence in person at the meeting.
Section 11. Board Committee Designation; Powers. The board of
directors, by resolution passed by a majority of the whole board, may designate
one or more committees. Each committee shall consist of no fewer than two
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.
In the absence or disqualification of a member of a committee, the
committee member or members present at any meeting and not disqualified from
voting may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or
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disqualified member, whether or not such committee member or members
constitute(s) a quorum.
Any committee designated by the board of directors shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation to the extent provided
in the resolution of the board of directors creating such committee. However, no
such committee shall have the power or authority to (1) approve or adopt, or
recommend to the stockholders, any action or matter expressly required by
statute or the certificate of incorporation to be submitted to the stockholders
for approval or (2) adopt, amend, or repeal these bylaws.
Section 12. Committee Minutes. Each committee designated by the board
of directors shall keep regular minutes of its meetings and report the same to
the board of directors when required.
Section 13. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of 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 a stated salary 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 like
compensation for attending committee meetings.
Section 14. Removal Of Directors. Any director or the entire board of
directors of the corporation may be removed from office at any time, with or
without cause, by the affirmative vote of the holders of at least a majority of
all of the outstanding shares of capital stock of the
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corporation entitled to vote on the election of directors at a meeting of
stockholders called for that purpose.
ARTICLE IV
NOTICES
Section 1. Methods. Whenever, under the provisions of the General
Corporation Law of the State of Delaware, the certificate of incorporation, or
these bylaws, notice is required to be given to any director or stockholder,
such notice may be given either personally or in writing mailed to such director
or stockholder at the address which appears on the records of the corporation,
with postage prepaid. 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 also
may be given by telegram.
Section 2. Waiver. Whenever the provisions of the General Corporation
Law of the State of Delaware, the certificate of incorporation, or these bylaws
require that notice of an event or action be given to any director or
stockholder, a waiver of such notice, in writing and signed (either before or
after the time stated for the occurrence of such event or action) by the person
or persons entitled to such notice, shall be deemed equivalent to the giving of
such notice.
ARTICLE V
OFFICERS
Section 1. Designation. The officers of the corporation shall be chosen
by the board of directors and shall be a president and a secretary. The board of
directors also may choose a chairman of the board, vice-presidents (including
senior, executive, or assistant vice-presidents),
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a treasurer, and one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person.
Section 2. Election. At its first meeting after each annual meeting of
stockholders, the board of directors shall elect a president and a secretary.
Section 3. Others. The board of directors may elect such other officers
and agents as it shall deem necessary. Such persons shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. Salaries. The salaries of all executive officers of the
corporation shall be fixed by the board of directors.
Section 5. Term of Office. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed, with or without cause, 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 6. Chairman of the Board. If chosen by the Board of Directors,
the chairman of the board of directors shall be the chief executive officer of
the corporation and shall have general control and management of the business
affairs and policies of the corporation. He shall be generally responsible for
the proper conduct of the business of the corporation. During the absence or
disability of the president, he shall exercise all the powers and discharge all
the duties of the president. He shall preside at all meetings of the
stockholders and of the board of directors at which he is present. In his
absence, the president shall preside at such meetings. He shall have such other
powers and perform such other duties as from time to time may be conferred or
imposed upon him by the board of directors. He shall execute bonds, mortgages,
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and other contracts except where required or permitted by law to be otherwise
signed and executed and where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.
Section 7. President. Unless delegated to a vice president of the
corporation by the board of directors, the president of the corporation shall be
the principal operating and administrative officer of the corporation. If there
is no chairman of the board or during the absence or disability of the chairman
of the board, he shall exercise all of the powers and discharge all of the
duties of the chairman of the board and chief executive officer. He shall, in
the absence of the chairman of the board possess the power to sign all
certificates, contracts, and other instruments of the corporation, and preside
at all meetings of the stockholders and of the board of directors. He shall
perform all such other duties as are incident to his office or are properly
required of him by the board of directors.
Section 8. Vice Presidents. In the absence of the president or in the
event of his inability or refusal to act, the vice-president (or, if there is
more than one vice-president, the vice-presidents in the order designated by the
directors or, in the absence of any designation, in the order of their election)
shall perform 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. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
Section 9. Secretary. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders, record all the
proceedings of the meetings of the board of directors and of the stockholders in
a book to be kept for that purpose, and perform like duties for the standing
committees of the board of directors when required. He shall give, or cause to
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be given, notice of all meetings of the stockholders and all special meetings of
the board of directors, and shall perform such other duties as may be prescribed
by the board of directors or the chief executive officer. He shall have custody
of the corporate seal of the corporation, if any, and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it, and to attest such action by his signature or by the signature of such
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 of
the corporate seal by his signature, if required.
Section 10. Assistant Secretary. The assistant secretary (or, if there
is more than one, the assistant secretaries in the order determined by the board
of directors or, if there be no such determination, then in the order of their
election) shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and perform such other duties and have such other powers as the board
of directors may from time to time prescribe.
Section 11. Treasurer. The treasurer shall have the custody of the
corporate funds and securities, keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and deposit all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors. The treasurer shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements. He shall render to the
chief executive officer and the board of directors, at its regular meetings or
when the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation. In the event the
board of directors does not appoint a treasurer, or in the absence of the
treasurer or
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any assistant treasurers or in the event of his or their inability or refusal to
act, the secretary shall perform the duties and exercise the powers of the
treasurer.
Section 12. Assistant Treasurer. The assistant treasurer (or, if there
is more than one, the assistant treasurers in the order determined by the board
of directors or, if there be no such determination, then in the order of their
election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and perform such other duties and have such other powers as the board
of directors may from time to time prescribe.
Section 13. Bond. If required by the board of directors, an officer of
the corporation shall give the corporation a bond (which shall be renewed each
year) in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Certificate. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by the chairman of the board of
directors, the president, or a vice-president and by the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
such holder in the corporation.
Section 2. Signatures. Any or all of the signatures on the certificate
may be facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has
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been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, the certificate may be
issued by the corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.
Section 3. Lost Certificates. The board of directors (through the
corporation's duly authorized officers) may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation and alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors (through the
corporation's duly authorized officers) 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 it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
Section 4. Transfer of Stock. Upon surrender of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignation, or authority to transfer to the corporation or to the transfer
agent of the corporation, the corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books.
Section 5. Record Date. To determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
entitled to express consent to corporate action in writing without a meeting,
entitled to receive payment of any dividend or other distribution or allotment
of any rights, entitled to exercise any rights in respect of any change,
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conversion, or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date. The record date shall
not precede the date upon which the resolution fixing the record date is adopted
and shall not be more than 60 nor fewer than 10 days before the date of such
meeting of stockholders, nor more than 60 days before any other action. If no
record date is fixed in the case of a stockholders' meeting, the record date
shall be the close of business on the day next preceding the day on which notice
is give or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. In all other cases, if no record
date is fixed, the record date for determining stockholders for any such purpose
shall be the close of business on the day on which the board of directors
adopted 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 6. Registered Stockholders. The corporation is entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner and to hold liable for
calls and assessments a person registered on its books as the owner of shares.
Except as otherwise provided by statute, the corporation is not 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 has express or other notice o
such claim or interest.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Subject to provisions of the General Corporation
Law of the State of Delaware or of the certificate of incorporation, dividends
upon the capital stock of the corporation may be declared by the board of
directors at any regular or special meeting, and may be paid in cash, in
property, or in shares of the capital stock.
Section 2. Reserves. Before payment of any dividend, the corporation
may set aside from its funds available for dividends such sum or sums as the
directors, from time to time and in their absolute discretion, deem proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall deem conducive to the interest of the
corporation. The directors may modify or abolish any such reserve in the manner
in which it was created.
Section 3. Annual Statement. The board of directors shall present a
full and clear statement of the business and condition of the corporation at
each annual meeting and at any special meeting of the stockholders when called
for by vote of the stockholders.
Section 4. Checks. 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 from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation shall be
June 30, 2000.
Section 6. Indemnification. The corporation shall indemnify its
officers, directors, employees, and agents to the fullest extent permitted by
the General Corporation Law of Delaware.
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ARTICLE VIII
AMENDMENTS
Section 1. Procedure; Vote Required. These bylaws may be amended or
repealed by: affirmative vote of the holders of record of shares entitling them
to exercise a majority of the voting power on such proposal or by a majority
vote of the board of directors, when such power is conferred upon the board of
directors by the certificate of incorporation.
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