BY-LAWS OF
Impulse Communications, Inc.
ARTICLE I
Stockholders
Section 1. Annual Meeting.
The annual meeting of stockholders shall be held on the first Tuesday in
June in each year (or if that be a legal holiday in the place where the meeting
is to be held, on the next succeeding full business day) at the hour fixed by
the Directors or the President and stated in the notice of the meeting. The
purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Incorporation, or by these By-Laws, may be
specified by the Directors or the President. If no annual meeting is held in
accordance with the foregoing provisions, a special meeting may be held in lieu
thereof, and any action taken at such meeting shall have the same force and
effect as if taken at the annual meeting.
Section 2. Special Meetings.
Special meetings of the stockholders may be called by the President or by
the Directors, and shall be called by the Clerk, or in case of the death,
absence, incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who are entitled to vote at the meeting
and who hold at least one-tenth part in interest of the capital stock entitled
to vote at the meeting, stating the time, place and purposes of the meeting, No
call of a special meeting of the stockholders shall be required if such notice
of the meeting shall have been waived in writing (including a telegram) by every
stockholder entitled to notice thereof, or by his attorney thereunto authorized.
Section 3. Place of Meetings.
All meetings of the stockholders shall be held at the principal office of
the corporation or elsewhere within the United States is designated by the
President, or by a majority of the Directors. Any adjourned session of any
meeting of the stockholders shall be held at such place within said state, or,
if permitted by the Articles of Incorporation, elsewhere within the United
States as is designated in the vote of adjournment.
Section 4. Notice of Meetings.
A written notice of the place, date and hour of all meetings of
stockholders stating the purposes of the meeting shall be given at least seven
(7) days before the meeting to each stock- holder entitled to vote thereat and
to each stockholder who is otherwise entitled by law, the Articles of
Incorporation, or by these By-Laws to such notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given by the Clerk, or in case
of the death, absence, incapacity or refusal of the Clerk by any other officer
or by a person designated either by the Clerk, by the person or persons calling
the meeting or by the Board of Directors. Whenever notice of a meeting is
required to be given a stockholder under any provision of law, or the Articles
of Incorporation, or of these By-Laws, a written waiver thereof, executed before
or after the meeting by such stockholder or his attorney there unto authorized,
and filed with the records of the meeting, shall be deemed equivalent to such
notice.
Section 5. Quorum.
At any meeting of the stockholders, a quorum for the transaction of
business shall consist of a majority in interest of all stock issued and
outstanding and entitled to vote at the meeting; except that if two or more
classes or series of stock are entitled to vote on any matter as separate
classes or series, then in the case of each such class or series a quorum for
that matter shall consist 0(pound) a majority in interest of all stock of that
class or series issued and outstanding; and except when a larger quorum is
requited by law, by the Articles of Incorporation or by these By-Laws. Stock
owned directly or indirectly by the corporation, if any, shall not be deemed
outstanding for this purpose. Any meeting may be adjourned from time to time by
a majority of the votes properly cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without f1.U'ther notice.
Section 6. Voting.
Each stockholder shall have one vote for each share of stock entitled to
vote held by him of record according to the records of the corporation and a
proportionate vote for a fractional share, unless otherwise provided by the
Articles of Incorporation. The corporation shall not, directly or indirectly,
vote any share of its own stock.
Section 7. Action by Consent
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such consents shall be
treated for all purposes as a vote at a meeting.
Section 8. Proxies.
Stockholders entitled to vote may vote either in person or by written proxy
dated not more than six months before the meeting named therein, which proxies
shall be filled with the clerk or other person responsible to record the
proceedings of the meeting before being voted. Unless otherwise specifically
limited by their terms, such proxies shall entitle the holders thereof to vote
at any adjournment of such meeting but shall not be valid after the final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by anyone of them unless at or
prior to exercise of the proxy the corporation receives a specific Mitten notice
to the contrary from anyone of them. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the cha1lenger.
Section 9. Action at Meeting.
When a quorum is present, the action of the stockholders on any matter
properly brought before such meeting shall be decided by the holders of a
majority of the stock present or represented and entitled to vote and voting on
such matter, except where a different vote is required by law, the Articles of
Incorporation or these By-Laws. Any election by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at the
election. No ballot shall be required for such election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election.
