{"id":41428,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-asiainfo-holdings-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-asiainfo-holdings-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-asiainfo-holdings-inc2.html","title":{"rendered":"By-Laws &#8211; AsiaInfo Holdings, Inc."},"content":{"rendered":"<pre> \n                                    BY-LAWS\n\n                                      OF\n\n                            ASIAINFO HOLDINGS, INC.\n\n                              (the 'Corporation')\n\n\n                                   ARTICLE I\n\n                                    OFFICES\n\n    Section 1.  Registered Office.  The registered office of the Corporation\nshall be located in the State of Delaware at CorpAmerica, Inc., 30 Old Rudnick\nLane, Dover, Kent County, Delaware 19901.\n\n    Section 2.  Other Offices.  The Corporation may also have offices at such\nother places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine.\n\n                                  ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n    Section 1.  Time and Place of Meetings.  Meetings of the stockholders for\nthe election of directors or for any other purpose shall be held at such time\nand place, either within or without the State of Delaware as shall be designated\nfrom time to time by the Board of Directors and stated in the notice of the\nmeeting or in a duly executed waiver of notice thereof.\n\n    Section 2.  Annual Meetings.  The Annual Meetings of Stockholders shall be\nheld on such date and at such time as shall be designated from time to time by\nthe Board of Directors and stated in the notice of the meeting, at which\nmeetings the stockholders shall elect by a plurality vote a Board of Directors,\nand transact such other business as may properly be brought before the meeting.\nWritten notice of the Annual Meeting stating the place, date and hour of the\nmeeting shall be given to each stockholder entitled to vote at such meeting not\nless than ten nor more than sixty days before the date of the meeting.\n \n     Section 3.  Special Meetings.  Unless otherwise prescribed by law or by the\nCertificate of Incorporation, Special Meetings of Stockholders, for any purpose\nor purposes, may be called by either (i) the Chairman, if there be one, or (ii)\nthe President, (iii) any Vice President, if there be one, (iv) the Secretary or\n(v) any Assistant Secretary, if there be one, and shall be called by any such\nofficer at the request in writing of a majority of the Board of Directors or at\nthe request in writing of stockholders owning a majority of the capital stock of\nthe Corporation issued and outstanding and entitled to vote.  Such request shall\nstate the purpose or purposes of the proposed meeting.  Written notice of a\nSpecial Meeting stating the place, date and hour of the meeting and the purpose\nor purposes for which the meeting is called shall be given not less than ten or\nmore than sixty days before the date of the meeting to each stockholder entitled\nto vote at such meeting.\n\n                                       1\n\n \n     Section 4.  Quorum.  Except as otherwise provided by law or by the\nCertificate of Incorporation, the holders of a majority of the capital stock\nissued and outstanding and entitled to vote thereat, present in person or\nrepresented by proxy, shall constitute a quorum at all meetings of the\nstockholders for the transaction of business.  If, however, such quorum shall\nnot be present or represented at any meeting of the stockholders, the\nstockholders entitled to vote thereat, present in person or represented by\nproxy, shall have power to adjourn the meeting from time to time, without notice\nother than announcement at the meeting, until a quorum shall be present or\nrepresented.  At such adjourned meeting at which a quorum shall be present or\nrepresented, any business may be transacted which might have been transacted at\nthe meeting as originally noticed.  If the adjournment is for more than thirty\ndays, or if after the adjournment a new record date is fixed for the adjourned\nmeeting, a notice of the adjourned meeting shall be given to each stockholder\nentitled to vote at the meeting.\n\n     Section 5.  Voting.  Unless otherwise required by law, the Certificate of\nIncorporation or these By-Laws, any question brought before any meeting of\nstockholders shall be decided by the vote of the holders of a majority of the\nstock represented and entitled to vote thereat.  Each stockholder represented at\na meeting of stockholders shall be entitled to cast one vote for each share of\nthe capital stock entitled to vote thereat held by such stockholder.  Such votes\nmay be cast in person or by proxy but no proxy shall be voted on or after three\nyears from its date, unless such proxy provides for a longer period.  The Board\nof Directors, in its discretion, or the officer of the Corporation presiding at\na meeting of stockholders, in his discretion, may require that any votes cast at\nsuch meeting shall be cast by written ballot.\n\n      Section 6.  Consent of Stockholders in Lieu of Meeting.  Unless otherwise\nprovided in the Certificate of Incorporation, any action required or permitted\nto be taken at any Annual or Special Meeting of Stockholders of the Corporation,\nmay be taken without a meeting, without prior notice and without a vote, if a\nconsent in writing, setting forth the action so taken, shall be signed by the\nholders of outstanding stock having not less than the minimum number of votes\nthat would be necessary to authorize or take such action at a meeting at which\nall shares entitled to vote thereon were present and voted.  Prompt notice of\nthe taking of the corporate action without a meeting by less than unanimous\nwritten consent shall be given to those stockholders who have not consented in\nwriting.\n\n      Section 7.  List of Stockholders Entitled to Vote.  The officer of the\nCorporation who has charge of the stock ledger of the Corporation shall prepare\nand make, at least ten days before every meeting of stockholders, a complete\nlist of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder.  Such list shall be open\nto the examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held.  The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder of the Corporation who is\npresent.\n  \n      Section 8.  Stock Ledger. The stock ledger of the Corporation shall be the\nonly evidence as to who are the stockholders entitled to examine the stock\nledger, the list required by Section 7 of this Article II or the books of the\nCorporation, or to vote in person or by proxy at any meeting of stockholders.\n  \n                                       2\n\n \n                                  ARTICLE III\n\n                                   DIRECTORS\n\n     Section 1. Number and Election of Directors. The Board of Directors shall\nconsist of not less than three nor more than nine members, the exact number of\nwhich shall initially be fixed by the Incorporator and thereafter from time to\ntime by the Board of Directors. Except as provided in Section 2 of this Article,\ndirectors shall be elected by a plurality of the votes cast at Annual Meetings\nof Stockholders, and each director so elected shall hold office until the next\nAnnual Meeting and until his successor is duly elected and qualified, or until\nhis earlier resignation or removal. Any director may resign at any time upon\nnotice to the Corporation. Directors need not be stockholders.\n\n     Section 2. Vacancies. Vacancies and newly created directorships resulting\nfrom any increase in the authorized number of directors may be filled by a\nmajority of the directors then in office, though less than a quorum, or by a\nsole remaining director, and the directors so chosen shall hold office until the\nnext annual election and until their successors are duly elected and qualified,\nor until their earlier resignation or removal.\n\n     Section 3. Duties and Powers. The business of the Corporation shall be\nmanaged by or under the direction of the Board of Directors which may exercise\nall such powers of the Corporation and do all such lawful acts and things as are\nnot by statute or by the Certificate of Incorporation or by these By-Laws\ndirected or required to be exercised or done by the stockholders.\n\n     Section 4. Meetings. The Board of Directors of the Corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware. Regular meetings of the Board of Directors may be held without notice\nat such time and at such place as may from time to time be determined by the\nBoard of Directors. Special meetings of the Board of Directors may be called by\nthe Chairman, if there be one, the President, or any directors. Notice thereof\nstating the place, date and hour of the meeting shall be given to each director\neither by mail not less than forty-eight (48) hours before the date of the\nmeeting, by telephone or telegram on twenty-four (24) hours' notice, or on such\nshorter notice as the person or persons calling such meeting may deem necessary\nor appropriate in the circumstances.\n\n     Section 5. Quorum. Except as may be otherwise specifically provided by law,\nthe Certificate of Incorporation or these By-Laws, at all meetings of the Board\nof Directors, a majority of the entire Board of Directors shall constitute a\nquorum for the transaction of business and the act of a majority of the\ndirectors present at any meeting at which there is a quorum shall be the act of\nthe Board of Directors. If a quorum shall not be present at any meeting of the\nBoard of Directors, the directors present thereat may adjourn the meeting from\ntime to time, without notice other than announcement at the meeting, until a\nquorum shall be present.\n\n     Section 6. Actions of Board. Unless otherwise provided by the Certificate\nof Incorporation or these By-Laws, any action required or permitted to be taken\nat any meeting of the Board of Directors or of any committee thereof may be\ntaken without a meeting, if all the members of the Board of Directors or\ncommittee, as the case may be, consent thereto in writing, and the writing or\nwritings are filed with the minutes of proceedings of the Board of Directors or\ncommittee.\n\n     Section 7. Meetings by Means of Conference Telephone. Unless otherwise\nprovided by the Certificate of Incorporation or these By-Laws, members of the\nBoard of Directors of the Corporation, or any committee designated by the Board\nof Directors, may participate in a meeting of the Board of\n\n                                       3\n\n \nDirectors or such committee by means of a conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other, and participation in a meeting pursuant to this\nSection 7 shall constitute presence in person at such meeting.\n\n     Section 8.  Committees. The Board of Directors may, by resolution passed by\na majority of the entire Board of Directors, designate one or more committees,\neach committee to consist of one or more of the directors of the Corporation.\nThe Board of Directors may designate one or more directors as alternate members\nof any committee, who may replace any absent or disqualified member at any\nmeeting of any such committee. In the absence or disqualification of a member of\na committee, and in the absence of a designation by the Board of Directors of an\nalternate member to replace the absent or disqualified member, the member or\nmembers thereof present at any meeting and not disqualified from voting, whether\nor not he or they constitute a quorum, may unanimously appoint another member of\nthe Board of Directors to act at the meeting in the place of any absent or\ndisqualified member. Any committee, to the extent allowed by law and provided in\nthe resolution establishing such committee, shall have and may exercise all the\npowers and authority of the Board of Directors in the management of the business\nand affairs of the Corporation. Each committee shall keep regular minutes and\nreport to the Board of Directors when required.\n\n     Section 9.  Compensation. The directors may be paid their expenses, if any,\nof attendance at each meeting of the Board of Directors and may be paid a fixed\nsum for attendance at each meeting of the Board of Directors or a stated salary\nas director. No such payment shall preclude any director from serving the\nCorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n     Section 10. Interested Directors. No contract or transaction between the\nCorporation and one or more of its directors or officers, or between the\nCorporation and any other corporation, partnership, association, or other\norganization in which one or more of its directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or committee thereof which\nauthorizes the contract or transaction, or solely because his or their votes are\ncounted for such purpose if (i) the material facts as to his or their\nrelationship or interest and as to the contract or transaction are disclosed or\nare known to the Board of Directors or the committee, and the Board of Directors\nor committee in good faith authorizes the contract or transaction by the\naffirmative votes of a majority of the disinterested directors, even though the\ndisinterested directors be less than a quorum; or (ii) the material facts as to\nhis or their relationship or interest and as to the contract or transaction are\ndisclosed or are known to the stockholders entitled to vote thereon, and the\ncontract or transaction is specifically approved in good faith by vote of the\nstockholders; or (iii) the contract or transaction is fair as to the Corporation\nas of the time it is authorized, approved or ratified, by the Board of\nDirectors, a committee thereof or the stockholders. Common or interested\ndirectors may be counted in determining the presence of a quorum at a meeting of\nthe Board of Directors or of a committee which authorizes the contract or\ntransaction.\n\n                                  ARTICLE IV\n\n                                   OFFICERS\n\n     Section 1.  General.  The officers of the Corporation shall consist of a\nPresident, a Secretary, and a Treasurer. The Board of Directors, in its\ndiscretion, may also choose a Chairman of the Board of Directors (who must be a\ndirector) and one or more Vice Presidents, Assistant Secretaries, Assistant\nTreasurers and other officers. Any number of offices may be held by the same\nperson, unless otherwise prohibited by law, the Certificate of Incorporation or\nthese By-Laws. The officers of the Corporation need\n\n                                       4\n\n \nnot be stockholders of the Corporation nor, except in the case of the Chairman\nof the Board of Directors, need such officers be directors of the Corporation.\n\n     Section 2.  Election.  The Board of Directors at its first meeting held\nafter each Annual Meeting of Stockholders shall elect the officers of the\nCorporation who shall hold their offices for such terms and shall exercise such\npowers and perform such duties as shall be determined from time to time by the\nBoard of Directors; and all officers of the Corporation shall hold office until\ntheir successors are chosen and qualified, or until their earlier resignation or\nremoval.  Any officer elected by the Board of Directors may be removed at any\ntime by the affirmative vote of a majority of the Board of Directors.  Any\nvacancy occurring in any office of the Corporation shall be filled by the Board\nof Directors.  The salaries of all officers of the Corporation shall be fixed by\nthe Board of Directors.\n\n     Section 3.  Voting Securities Owned by the Corporation. Powers of attorney,\nproxies, waivers of notice of meeting, consents and other instruments relating\nto securities owned by the Corporation may be executed in the name of and on\nbehalf of the Corporation by the President or any Vice President and any such\nofficer may, in the name of and on behalf of the Corporation, take all such\naction as any such officer may deem advisable to vote in person or by proxy at\nany meeting of security holders of any corporation in which the Corporation may\nown securities and at any such meeting shall possess and may exercise any and\nall rights and power incident to the ownership of such securities and which, as\nthe owner thereof, the Corporation might have exercised and possessed if\npresent. The Board of Directors may, by resolution, from time to time confer\nlike powers upon any other person or persons.\n \n     Section 4.  Chairman of the Board of Directors.  The Chairman of the Board\nof Directors, if there be one, shall preside at all meetings of the stockholders\nand of the Board of Directors.  He shall be the Chief Executive Officer of the\nCorporation, and except where by law the signature of the President is required,\nthe Chairman of the Board of Directors shall possess the same power as the\nPresident to sign all contracts, certificates and other instruments of the\nCorporation which may be authorized by the Board of Directors.  During the\nabsence or disability of the President, the Chairman of the Board of Directors\nshall exercise all the powers and discharge all the duties of the President.\nThe Chairman of the Board of Directors shall also perform such other duties and\nmay exercise such other powers as from time to time may be assigned to him by\nthese By-Laws or by the Board of Directors.\n \n     Section 5.  President.  The President shall, subject to the control of the\nBoard of Directors and, if there be one, the Chairman of the Board of Directors,\nhave general supervision of the business of the Corporation and shall see that\nall orders and resolutions of the Board of Directors are carried into effect.\nHe shall execute all bonds, mortgages, contracts and other instruments of the\nCorporation requiring a seal, under the seal of the Corporation, except where\nrequired or permitted by law to be otherwise signed and executed and except that\nthe other officers of the Corporation may sign and execute documents when so\nauthorized by these By-Laws, the Board of Directors or the President.  In the\nabsence or disability of the Chairman of the Board of Directors, or if there be\nnone, the President shall preside at all meetings of the stockholders and the\nBoard of Directors.  If there be no Chairman of the Board of Directors, the\nPresident shall be the Chief Executive Officer of the Corporation.  The\nPresident shall also perform such other duties and may exercise such other\npowers as from time to time may be assigned to him by these By-Laws or by the\nBoard of Directors.\n \n     Section 6.  Vice Presidents.  At the request of the President or in his\nabsence or in the event of his inability or refusal to act (and if there be no\nChairman of the Board of Directors), the Vice President or the Vice Presidents\nif there is more than one (in the order designated by the Board of Directors)\nshall perform the duties of the President, and when so acting, shall have all\nthe powers of and be subject to all the restrictions upon the President.  Each\nVice President shall perform such other duties and have such \n\n                                       5\n\n \nother powers as the Board of Directors from time to time may prescribe. If there\nbe no Chairman of the Board of Directors and no Vice President, the Board of\nDirectors shall designate the officer of the Corporation who, in the absence of\nthe President or in the event of the inability or refusal of the President to\nact, shall perform the duties of the President, and when so acting, shall have\nall the powers of and be subject to all the restrictions upon the President.\n\n     Section 7.   Secretary.  The Secretary shall attend all meetings of the\nBoard of Directors and all meetings of stockholders and record all the\nproceedings thereat in a book or books to be kept for that purpose; the\nSecretary shall also perform like duties for the standing committees when\nrequired.  The Secretary shall give, or cause to be given, notice of all\nmeetings of the stockholders and special meetings of the Board of Directors, and\nshall perform such other duties as may be prescribed by the Board of Directors\nor President, under whose supervision he shall be.  If the Secretary shall be\nunable or shall refuse to cause to be given notice of all meetings of the\nstockholders and special meetings of the Board of Directors, and if there be no\nAssistant Secretary, then either the Board of Directors or the President may\nchoose another officer to cause such notice to be given.  The Secretary shall\nhave custody of the seal of the Corporation and the Secretary or any Assistant\nSecretary, if there be one, shall have authority to affix the same to any\ninstrument requiring it and when so affixed, it may be attested by the signature\nof the Secretary or by the signature of any such Assistant Secretary.  The Board\nof Directors may give general authority to any other officer to affix the seal\nof the Corporation and to attest the affixing by his signature.  The Secretary\nshall see that all books, reports, statements, certificates and other documents\nand records required by law to be kept or filed are properly kept or filed, as\nthe case may be.\n\n     Section 8.   Treasurer.  The Treasurer shall have the custody of the\ncorporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe Corporation in such depositories as may be designated by the Board of\nDirectors.  The Treasurer shall disburse the funds of the Corporation as may be\nordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the President and the Board of Directors, at\nits regular meetings, or when the Board of Directors so requires, an account of\nall his transactions as Treasurer and of the financial condition of the\nCorporation.  If required by the Board of Directors, the Treasurer shall give\nthe Corporation a bond in such sum and with such surety or sureties as shall be\nsatisfactory to the Board of Directors for the faithful performance of the\nduties of his office and for the restoration to the Corporation, in case of his\ndeath, resignation, retirement or removal from office, of all books, papers,\nvouchers, money and other property of whatever kind in his possession or under\nhis control belonging to the Corporation.\n  \n     Section 9.   Assistant Secretaries.  Except as may be otherwise provided in\nthese By-Laws, Assistant Secretaries, if there be any, shall perform such duties\nand have such powers as from time to time may be assigned to them by the Board\nof Directors, the President, any Vice President, if there be one, or the\nSecretary, and in the absence of the Secretary or in the event of his disability\nor refusal to act, shall perform the duties of the Secretary, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe Secretary.\n\n     Section 10.  Assistant Treasurers.  Assistant Treasurers, if there be any,\nshall perform such duties and have such powers as from time to time may be\nassigned to them by the Board of Directors, the President, any Vice President,\nif there be one, or the Treasurer, and in the absence of the Treasurer or in the\nevent of his disability or refusal to act, shall perform the duties of the\nTreasurer, and when so acting, shall have all the powers of and be subject to\nall the restrictions upon the Treasurer.  If required by the Board of Directors,\nan Assistant Treasurer shall give the Corporation a bond in such sum and with\nsuch surety or sureties as shall be satisfactory to the Board of Directors for\nthe faithful performance of the \n\n                                       6\n\n \nduties of his office and for the restoration to the Corporation, in case of his\ndeath, resignation, retirement or removal from office, of all books, papers,\nvouchers, money and other property of whatever kind in his possession or under\nhis control belonging to the Corporation.\n\n     Section 11. Other Officers.  Such other officers as the Board of Directors\nmay choose shall perform such duties and have such powers as from time to time\nmay be assigned to them by the Board of Directors.  The Board of Directors may\ndelegate to any other officer of the Corporation the power to choose such other\nofficers and to prescribe their respective duties and powers.\n22\n                                   ARTICLE V\n\n                                     STOCK\n\n     Section 1.  Form of Certificates.  Every holder of stock in the Corporation\nshall be entitled to have a certificate signed, in the name of the Corporation\n(i) by the Chairman of the Board of Directors, the President or a Vice President\nand (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an\nAssistant Secretary of the Corporation, certifying the number of shares owned by\nhim in the Corporation.\n\n     Section 2.  Signatures.  Where a certificate is countersigned by (i) a\ntransfer agent other than the Corporation or its employee, or (ii) a registrar\nother than the Corporation or its employee, any other Signature on the\ncertificate may be a facsimile.  In case any officer, transfer agent or\nregistrar who has signed or whose facsimile signature has bean placed upon a\ncertificate shall have ceased to be such officer, transfer agent or registrar\nbefore such certificate is issued, it may be issued by the Corporation with the\nsame effect as if he were such officer, transfer agent or registrar at the date\nof issue.\n\n     Section 3.  Lost Certificates.  The Board of Directors may direct a new\ncertificate to be issued in place of any certificate theretofore issued by the\nCorporation alleged to have been lost, stolen or destroyed, upon the making of\nan affidavit of that fact by the person claiming the certificate of stock to be\nlost, stolen or destroyed.  When authorizing such issue of a new certificate,\nthe Board of Directors may, in its discretion and as a condition precedent to\nthe issuance thereof, require the owner of such lost, stolen or destroyed\ncertificate, or his legal representative, to advertise the same in such manner\nas the Board of Directors shall require and\/or to give the Corporation a bond in\nsuch sum as it may direct as indemnity against any claim that may be made\nagainst the Corporation with respect to the certificate alleged to have been\nlost, stolen or destroyed.\n\n     Section 4.  Transfers.  Stock of the Corporation shall be transferable in\nthe manner prescribed by law and in these By-Laws.  Transfers of stock shall be\nmade on the books of the Corporation only by the person named in the certificate\nor by his attorney lawfully constituted in writing and upon the surrender of the\ncertificate therefor, which shall be canceled before a new certificate shall be\nissued.\n\n     Section 5.  Record Date.  In order that the Corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or entitled to express consent to corporate action in\nwriting without a meeting, or entitled to receive payment of any dividend or\nother distribution or allotment of any rights, or entitled to exercise any\nrights in respect of any change, conversion or exchange of stock, or for the\npurpose of any other lawful action, the Board of Directors may fix, in advance,\na record date, which shall not be more than sixty days nor less than ten days\nbefore the date of such meeting, nor more than sixty days prior to any other\naction.  A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of \n\n                                       7\n\n \nthe meeting; provided however, that the Board of Directors may fix a new record\ndate for the adjourned meeting.\n\n     Section 6.  Beneficial Owners.  The Corporation shall be entitled to\nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and to hold liable\nfor calls and assessments a person registered on its books as the owner of\nshares, and shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any other person, whether or not\nit shall have express or other notice thereof, except as otherwise provided by\nlaw.\n\n                                  ARTICLE VI\n\n                                    NOTICES\n\n     Section 1.  Notices.  Whenever written notice is required by law, the\nCertificate of Incorporation or these By-Laws, to be given to any director,\nmember of a committee or stockholder, such notice may be given by mail,\naddressed to such director, member of a committee or stockholder, at his address\nas it appears on the records of the Corporation, with postage thereon prepaid,\nand such notice shall be deemed to be given at the time when the same shall be\ndeposited in the United States mail.  Written notice may also be given\npersonally or by telegram, telex or cable.\n\n     Section 2.  Waivers of Notice.  Whenever any notice is required by law, the\nCertificate of Incorporation or these By-Laws, to be given to any director,\nmember of a committee or stockholder, a waiver thereof in writing, signed, by\nthe person or persons entitled to said notice, whether before or after the time\nstated therein, shall be deemed equivalent thereto.\n\n\n                                  ARTICLE VII\n\n                              GENERAL PROVISIONS\n\n     Section 1.  Dividends. Dividends upon the capital stock of the Corporation,\nsubject to the provisions of the Certificate of Incorporation, if any, may be\ndeclared by the Board of Directors at any regular or special meeting and may be\npaid in cash, in property, or in shares of the capital stock. Before payment of\nany dividend, there may be set aside out of any funds of the Corporation\navailable for dividends such sum or sums as the Board of Directors from time to\ntime, in its absolute discretion, deems proper as a reserve or reserves to meet\ncontingencies, or for equalizing dividends, or for repairing or maintaining any\nproperty of the Corporation, or for any proper purpose, and the Board of\nDirectors may modify or abolish any such reserve.\n\n     Section 2.  Disbursements. All checks or demands for money and notes of the\nCorporation shall be signed by such officer or officers or such other person or\npersons as the Board of Directors may from time to time designate.\n\n     Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be fixed\nby resolution of the Board of Directors.\n\n     Section 4.  Corporate Seal. The corporate seal shall have inscribed thereon\nthe name of the Corporation, the year of its organization and the words\n'Corporate Seal, Delaware.' The seal may be used by causing it or a facsimile\nthereof to be impressed or affixed or reproduced or otherwise.\n\n                                       8\n\n \n                                 ARTICLE  VIII\n\n                                INDEMNIFICATION\n\n\n          Section 1.  Power to Indemnify in Actions, Suits or Proceedings other\nThan Those by or in the Right of the Corporation.  Subject to Section 3 of this\nArticle VIII, the Corporation shall indemnify any person who was or is a party\nor is threatened to be made a party to any threatened, pending or completed\naction, suit or proceeding, whether civil, criminal, administrative or\ninvestigative (other than an action by or in the right of the Corporation) by\nreason of the fact that he is or was a director or officer of the Corporation,\nor is or was a director or officer of the Corporation serving at the request of\nthe Corporation as a director or officer, employee or agent of another\ncorporation, partnership, joint venture, trust, employee benefit plan or other\nenterprise, against expenses (including attorneys' fees), judgments, fines and\namounts paid in settlement actually and reasonably incurred by him in connection\nwith such action, suit or proceeding if he acted in good faith and in a manner\nhe reasonably believed to be in or not opposed to the best interests of the\nCorporation, and, with respect to any criminal action or proceeding, had no\nreasonable cause to believe his conduct was unlawful.  The termination of any\naction, suit or proceeding by judgment, order, settlement, conviction, or upon a\nplea of nolo contendere or its equivalent, shall not, of itself, create a\npresumption that the person did not act in good faith and in a manner which he\nreasonably believed to be in or not opposed to the best interests of the\nCorporation, and, with respect to any criminal action or proceeding, had\nreasonable cause to believe that his conduct was unlawful.\n\n          Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or\nin the Right of the Corporation.  Subject to Section 3 of this Article VIII, the\nCorporation shall indemnify any person who was or is a party or is threatened to\nbe made a party to any threatened, pending or completed action or suit by or in\nthe right of the Corporation to procure a judgment in its favor by reason of the\nfact that he is or was a director or officer of the Corporation, or is or was a\ndirector or officer of the Corporation serving at the request of the Corporation\nas a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise against expenses\n(including attorneys' fees) actually and reasonably incurred by him in\nconnection with the defense or settlement of such action or suit if he acted in\ngood faith and in a manner he reasonably believed to be in or not opposed to the\nbest interests of the Corporation; except that no indemnification shall be made\nin respect of any claim, issue or matter as to which such person shall have been\nadjudged to be liable to the Corporation unless and only to the extent that the\nCourt of Chancery or the court in which such action or suit was brought shall\ndetermine upon application that, despite the adjudication of liability but in\nview of all the circumstances of the case, such person is fairly and reasonably\nentitled to indemnity for such expenses which the Court of Chancery or such\nother court shall deem proper.\n\n          Section 3.  Authorization of Indemnification.  Any indemnification\nunder this Article VIII (unless ordered by a court) shall be made by the\nCorporation only as authorized in the specific case upon a determination that\nindemnification of the director or officer is proper in the circumstances\nbecause he has met the applicable standard of conduct set forth in Section 1 or\nSection 2 of this Article VIII, as the case may be.  Such determination shall be\nmade (i) by the Board of Directors by a majority vote of a quorum consisting of\ndirectors who were not parties to such action, suit or proceeding, or (ii) if\nsuch a quorum is not obtainable, or, even if obtainable a quorum of\ndisinterested directors so directs, by independent legal counsel in a written\nopinion, or (iii) by the stockholders.  To the extent, however, that a director\nor officer of the Corporation has been successful on the merits or otherwise in\ndefense of any action, suit or proceeding described above, or in defense of any\nclaim, issue or matter therein, he shall be indemnified against expenses\n(including attorneys' fees) actually and reasonably incurred by him in\nconnection therewith, without the necessity of authorization in the specific\ncase.\n\n                                       9\n\n \n          Section 4.  Good Faith Defined.  For purposes of any determination\nunder Section 3 of this Article VIII, a person shall be deemed to have acted in\ngood faith and in a manner he reasonably believed to be in or not opposed to the\nbest interests of the Corporation, or, with respect to any criminal action or\nproceeding, to have had no reasonable cause to believe his conduct was unlawful,\nif his action is based on the records or books of account of the Corporation or\nanother enterprise, or on information supplied to him by the officers of the\nCorporation or another enterprise in the course of their duties, or on the\nadvice of legal counsel for the Corporation or another enterprise or on\ninformation or records given or reports made to the Corporation or another\nenterprise by an independent certified public accountant or by an appraiser or\nother expert selected with reasonable care by the Corporation or another\nenterprise.  The term 'another enterprise' as used in this Section 4 shall mean\nany other corporation or any partnership, joint venture, trust, employee benefit\nplan or other enterprise of which such person is or was serving at the request\nof the Corporation as a director, officer, employee or agent.  The provisions of\nthis Section 4 shall not be deemed to be exclusive or to limit in any way the\ncircumstances in which a person may be deemed to have met the applicable\nstandard of conduct set forth in Sections 1 or 2 of this Article VIII, as the\ncase may be.\n\n          Section 5.  Indemnification by a Court.  Notwithstanding any contrary\ndetermination in the specific case under Section 3 of this Article VIII, and\nnotwithstanding the absence of any determination thereunder, any director or\nofficer may apply to any court of competent jurisdiction in the State of\nDelaware for indemnification to the extent otherwise permissible under Sections\n1 and 2 of this Article VIII.  The basis of such indemnification by a court\nshall be a determination by such court that indemnification of the director or\nofficer is proper in the circumstances because he has met the applicable\nstandards of conduct set forth in Sections 1 or 2 of this Article VIII, as the\ncase may be.  Neither a contrary determination in the specific case under\nSection 3 of this Article VIII nor the absence of any determination thereunder\nshall be a defense to such application or create a presumption that the director\nor officer seeking indemnification has not met any applicable standard of\nconduct.  Notice of any application for indemnification pursuant to this Section\n5 shall be given to the Corporation promptly upon the filing of such\napplication.  If successful, in whole or in part, the director or officer\nseeking indemnification shall also be entitled to be paid the expense of\nprosecuting such application.\n\n          Section 6.  Expenses Payable in Advance.  Expenses incurred by a\ndirector or officer in defending or investigating a threatened or pending\naction, suit or proceeding shall be paid by the Corporation in advance of the\nfinal disposition of such action, suit or proceeding upon receipt of an\nundertaking by or on behalf of such director or officer to repay such amount if\nit shall ultimately be determined that he is not entitled to be indemnified by\nthe Corporation as authorized in this Article VIII.\n\n          Section 7.  Nonexclusivity of Indemnification and Advancement of\nExpenses.  The indemnification and advancement of expenses provided by or\ngranted pursuant to this Article VIII shall not be deemed exclusive of any other\nrights to which those seeking indemnification or advancement of expenses may be\nentitled under any By-Law, agreement, contract, vote of stockholders or\ndisinterested directors or pursuant to the direction (howsoever embodied) of any\ncourt of competent jurisdiction or otherwise, both as to action in his official\ncapacity and as to action in another capacity while holding such office, it\nbeing the policy of the Corporation that indemnification of the persons\nspecified in Sections 1 and 2 of this Article VIII shall be made to the fullest\nextent permitted by law.  The provisions of this Article VIII shall not be\ndeemed to preclude the indemnification of any person who is not specified in\nSections 1 or 2 of this Article VIII but whom the Corporation has the power or\nobligation to indemnify under the provisions of the General Corporation Law of\nthe State of Delaware, or otherwise.\n\n          Section 8.  Insurance.  The Corporation may purchase and maintain\ninsurance on behalf of any person who is or was a director or officer of the\nCorporation, or is or was a director or officer of the \n\n                                      10\n\n \nCorporation serving at the request of the Corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust,\nemployee benefit plan or other enterprise against any liability asserted against\nhim and incurred by him in any such capacity, or arising out of his status as\nsuch, whether or not the Corporation would have the power or the obligation to\nindemnify him against such liability under the provisions of this Article VIII.\n\n          Section 9.  Certain Definitions.  For purposes of this Article VIII,\nreferences to 'the Corporation' shall include, in addition to the resulting\ncorporation, any constituent corporation (including any constituent of a\nconstituent) absorbed in a consolidation or merger which, if its separate\nexistence had continued, would have had power and authority to indemnify its\ndirectors or officers, so that any person who is or was a director or officer of\nsuch constituent corporation, or is or was a director or officer of such\nconstituent corporation serving at the request of such constituent corporation\nas a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise, shall stand in\nthe same position under the provisions of this Article VIII with respect to the\nresulting or surviving corporation as he would have with respect to such\nconstituent corporation if its separate existence had continued.  For purposes\nof this Article VIII, references to 'fines' shall include any excise taxes\nassessed on a person with respect to an employee benefit plan; and references to\n'serving at the request of the Corporation' shall include any service as a\ndirector, officer, employee or agent of the Corporation which imposes duties on,\nor involves services by, such director or officer with respect to an employee\nbenefit plan, its participants or beneficiaries; and a person who acted in good\nfaith and in a manner he reasonably believed to be in the interest of the\nparticipants and beneficiaries of an employee benefit plan shall be deemed to\nhave acted in a manner 'not opposed to the best interests of the Corporation' as\nreferred to in this Article VIII.\n\n          Section 10. Survival of Indemnification and Advancement of Expenses.\nThe indemnification and advancement of expenses provided by, or granted pursuant\nto, this Article VIII shall, unless otherwise provided when authorized or\nratified, continue as to a person who has ceased to be a director or officer and\nshall inure to the benefit of the heirs, executors and administrators of such a\nperson.\n\n          Section 11. Limitation on Indemnification.  Notwithstanding anything\ncontained in this Article VIII to the contrary, except for proceedings to\nenforce rights to indemnification (which shall be governed by Section 5 hereof),\nthe Corporation shall not be obligated to indemnify any director or officer in\nconnection with a proceeding (or part thereof) initiated by such person unless\nsuch proceeding (or part thereof) was authorized or consented to by the Board of\nDirectors of the Corporation.\n\n          Section 12. Indemnification of Employees and Agents.  The Corporation\nmay, to the extent authorized from time to time by the Board of Directors,\nprovide rights to indemnification and to the advancement of expenses to\nemployees and agents of the Corporation similar to those conferred in this\nArticle VIII to directors and officers of the Corporation.\n\n                                  ARTICLE IX\n\n                                  AMENDMENTS\n\n          Section 1.  These By-Laws may be altered, amended or repealed, in\nwhole or in part, or new By-Laws may be adopted by the stockholders or by the\nBoard of Directors, provided, however, that notice of such alteration,\namendment, repeal or adoption of new By-Laws be contained in the notice of such\nmeeting of stockholders or Board of Directors, as the case may be.  All such\namendments must be approved by either the holders of a majority of the\noutstanding capital stock entitled to vote thereon or by a majority of the\nentire Board of Directors then in office.\n\n                                      11\n\n \n          Section 2.  Entire Board of Directors.  As used in this Article IX and\nin these By-Laws generally the term 'entire Board of Directors' means the total\nnumber of directors which the Corporation would have if there were no vacancies.\n\n\n                                 CERTIFICATION\n\n          I, Edward S. Tian, Secretary of the Corporation, do hereby certify\nthat the foregoing is a full, true and correct copy of the Corporation's By-Laws\nin full force and effect as of June 8, 1998.\n\n\n \n                                            \/s\/ EDWARD S. TIAN\n                                        ----------------------------------\n                                        EDWARD S. TIAN, Secretary\n\n                                       12\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6771],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41428","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-asiainfo-holdings-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41428","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41428"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41428"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41428"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41428"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}