Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
AMERICOM NETWORKS INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be located in the City of
Wilmington, State of Delaware.
Section 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 1. All meetings of the stockholders shall be held at such place
within or without the State as may be from time to time fixed or determined by
the Board of Directors.
Section 2. An annual meeting of the stockholders, commencing with the year
1999, shall be held on a date and at a time and place to be determined by the
Board of Directors, when they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.
Section 3. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors pursuant to a
resolution adopted by a majority of total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption). Such resolution shall state the purpose or purposes of the proposed
meeting. Upon delivery to the secretary of the Corporation of said resolution,
it shall be the duty of the secretary to call a special meeting of the
stockholders to be held at such time, not more than sixty days thereafter, as
the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.
Section 4. Written notice of every meeting of the stockholders, specifying
the place, date, and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting in called, shall be served upon or
mailed, postage prepaid, not less than ten nor more than sixty days before the
date of the meeting unless a different period of notice is required by statute,
to each stockholder entitled to vote thereat.
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Section 5. The officer who has charge of the stock ledger of the
Corporation shall prepare and make at least ten days before every meeting of the
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
ten 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.
Section 6. Business transacted at all special meetings of stockholders
shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the issued and outstanding shares
entitled to vote, present in person or represented by proxy, shall be requisite
and 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, or by these Bylaws. The stockholders present in
person or by proxy at a duly convened meeting can continue to do business until
adjournment, notwithstanding withdrawal of enough stockholders to leave less
than a quorum.
Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, 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.
Section 9. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share having voting power
hold by such stockholder, but no proxy shall be voted an after three years from
its date, unless the proxy provides for a longer period; and, except where the
Board of Directors has fixed, in advance, a record date, which shall not be more
than sixty, nor less than ten days before the date of such meeting, the record
date for determining stockholders entitled to vote at a meeting of stockholders
shall be at the close of business on the next day preceding the day on which the
meeting is held.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the Board of
Directors shall not be less than one (1) nor more than eight (8) directors,
which Board of Directors shall be elected by the stockholders at their annual
meeting. The Board of Directors may, by a vote of not less than a majority of
the authorized number of directors, increase or decrease the number of directors
from time to time without a vote of the stockholders provided, however, that any
such decrease shall not eliminate any director then in office.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining number of, the Board of Directors, though less than a quorum. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
Board of Directors (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be hold to fill any such vacancies or newly created directorships,
or to replace the directors chosen by directors then in office as aforesaid,
which election shall be governed by the provision of Article II, Section 2, as
far as applicable.
Section 3. The business of the Corporation shall be managed by 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 and, done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected Board of Directors
shall be held at the same place as, and immediately following, the annual
meeting of the stockholders unless the stockholders shall otherwise fix the time
and place of such meeting at the annual meeting of stockholders at which such
directors were elected, in which case such meeting shall be hold at the time and
place so fixed. No notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute such meeting, provided a
majority of the whole Board of Directors shall be present. In the event such
meeting is not hold at such time and place as provided for above, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for such meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors,
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Section 6. 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 resolution of at least a majority of the Board of Directors at a duly
governed meeting, or by unanimous written consent.
Section 7. Special meetings of the Board of Directors may be called by the
president on five (5) days' notice to each director, either personally or by
mail or by telegram; 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 8. At all meetings of the Board of Directors, a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts 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
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 9. If all the directors shall severally or collectively consent in
writing to any action to be taken by the Corporation, and if the writing or
writings are filed with the minutes of the proceedings of the Board of
Directors, such action shall be as valid a corporate action as though it had
been authorized at a meeting of the Board of Directors.
Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board of Directors, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate 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, shall have and may
exercise the powers of the Board of Directors in the management of the business
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it. The committee or committees
designated shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
COMPENSATION OF DIRECTORS
Section 11. Directors shall not receive any stated salary for their
services but, by resolution of the Board of Directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors or at meetings of the executive committee;
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
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REMOVAL OF DIRECTORS
Section 12. The entire Board of Directors or any individual director may
be removed from office at any time, but only for cause and only by an
affirmative vote of the holders of at least 80% of the then outstanding shares
of capital stock entitled to vote generally in the election of directors.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a chairman of the Board of Directors, a president, a vice
president, a secretary and a treasurer. The Board of Directors may also choose
additional vice presidents and one or more assistant secretaries and assistant
treasurers. Any of the aforesaid offices may be held by the same person. The
Board of Directors, in its discretion, may leave vacant for such period of time
as it may doom appropriate any office provided for in these Bylaws.
Section 2. The Board of Directors, at their first meeting, shall elect a
president, who may but need not be a director, and, the Board of Directors shall
also annually choose a vice president, a secretary and a treasurer who need not
be members of the Board of Directors.
Section 3. The Board of Directors may appoint such other officers and,
agents as it shall doom necessary who 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 of Directors.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
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Section 5. 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 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.
CHAIRMAN OF THE BOARD
Section 6. The chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
THE PRESIDENT
Section 7. The president shall preside at all meetings of the
stockholders, shall have general and active management of the business, of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section 8. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be-expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
THE CHIEF EXECUTIVE OFFICER
Section 9. The Chief Executive Officer, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president, and shall perform such other duties and have much other powers as the
Board of Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
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.
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Section 11. The assistant secretary or, if there shall be more than one,
the assistant secretaries, in the order determined 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.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have custody of the corporate funds and
securities, shall keep full and accurate. accounts of receipts and disbursements
in books belonging to the Corporation, and shall 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.
Section 13. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president 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.
Section 14. If required by the Board of Directors, he shall give the
Corporation a bond 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.
Section 15. The assistant treasurer or, if there shall be more than one,
the assistant treasurers, in the order determined by the Board of Directors,
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.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the Corporation shall be numbered
and registered in a share register as they are issued. They shall exhibit the
name of the registered holder and the number and class of shares and the series,
if any, represented thereby and the par value of each share or a statement that
such shares are without par value as the case may be.
Section 2. Every share certificate shall be signed by the president and
the secretary and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.
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Section 3. In case any officer who has signed or whose facsimile signature
has been placed upon any share certificate, shall have ceased to be such officer
because of death, resignation or otherwise before, the certificate is issued, it
maybe issued, by the Corporation with the same of fact as if the officer had not
ceased to be such at the date of its issue.
LOST CERTIFICATES
Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and 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 or certificates alleged to have been
lost, destroyed or wrongfully taken.
TRANSFER OF SHARES
Section 8. Upon the 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, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS.
Section 6. The Board of Directors may fix a time, not more than sixty nor
less than ten days, prior to the date of any meeting of stockholders or the date
fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the stockholders entitled to receive payment of any such dividend or
distribution or to receive any such allotment of rights or to exercise the
rights in respect to any such change, conversion or exchange of shares. In such
case only such stockholders an shall be stockholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting or to receive
payment of such dividend or to receive such allotment of rights or to exercise
such rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after any record date so fixed. The Board of
Directors may close the books of the Corporation against transfers of shares
during the whole or any part of such period and in such case written or printed
notice thereof shall be mailed at least ton days before the closing thereof to
each stockholder of record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the purpose of notice.
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REGISTERED STOCKHOLDERS
Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, and shall not be liable for any registration or transfer of
shares which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with actual knowledge that a fiduciary or
nominee of a fiduciary is committing a breach of trust in requesting such
registration or transfer, or with knowledge of such facts that its participation
therein amounts to bad faith.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. The Corporation shall, to the fullest extent now or hereafter
permitted by law, indemnify any person who was or is a party or in threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contenders or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 2. The Corporation shall, to the fullest extent now or hereafter
permitted by law, indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership,
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joint venture, trust or other enterprise against expenses, including attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation. No such indemnification against expenses shall be made, however, in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery in which such action or suit was brought shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the came, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall doom proper.
Section 3. Indemnification under Sections 1 and 2 of this Article shall be
made by the Corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct at forth in those
sections. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (b) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
Section 4. Expenses incurred in defending a civil or criminal action, suit
or proceeding of the kind described in sections 1 and 2 of this Article 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 the person who
may be entitled to indemnification under those Sections, to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation.
Section 5. The indemnification provided in this Article shall continue as
to a person who has ceased to be a director or officer of the Corporation and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 6. Nothing herein contained shall be construed as limiting the
power or obligation of the Corporation to indemnify any person in accordance
with the Delaware General Corporation Law, as amended from time to time, or in
accordance with any similar law adopted in lieu thereof. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
Section 7. The Corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the Delaware
General Corporation Law, as amended from time to time, or under any similar law
adopted in lieu thereof.
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Section 8. Any person who shall serve as a director, officer, employee or
agent of the Corporation or who shall serve, at the request of the Corporation,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be deemed to do so with
knowledge of and in reliance upon the rights of indemnification provided in this
Article, in the Delaware General Corporation Law, as amended from time to time,
and in any similar law adopted in lieu thereof.
INSURANCE
Section 9. The Corporation shall have power but not the obligation to
purchase and maintain insurance on behalf of any person who 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
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability.
ARTICLE VIII
GENERAL PROVISIONS
EMERGENCY BYLAWS
Section 1. The Board of Directors of the Corporation may adopt emergency
Bylaws, subject to repeal or change by action of the stockholders, which shall
be operative during any emergency resulting from warlike damage or attack on the
United States or any nuclear or atomic disaster. The emergency Bylaws may make
any provision that may be practical and necessary for the circumstances of the
emergency.
INTERESTED DIRECTORS
Section 2. No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of its directors or officers are also directors or officers, or have a financial
interest, shall be void or voidable solely for such reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
(a) The material facts as to his interest and as to the contract or
transaction are disclosed or known to the Board of Directors and the Board of
Directors in good faith authorizes the
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contract or transaction by a vote sufficient for such purpose without counting
the vote of the interested director or directors; or
(b) The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by a vote of the shareholders; or
(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors or
the stockholders.
Section 3. Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors which authorized a contract
or transaction in the preceding section.
DIVIDENDS
Section 4. Dividends upon the shares of the Corporation, subject to the
provisions of the Certificate of 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 its shares, subject to the provisions of
the Certificate of Incorporation.
Section 5. 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
purposes 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.
CHECKS
Section 6. 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.
FISCAL YEAR
Section 7. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
SEAL
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Section 8. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "YouNetwork Corporation
Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed by a
resolution of a majority of the Board of Directors.
