{"id":41447,"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-global-crossing-development-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-global-crossing-development-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-global-crossing-development-co.html","title":{"rendered":"By-Laws &#8211; Global Crossing Development Co."},"content":{"rendered":"<pre>\n                        GLOBAL CROSSING DEVELOPMENT CO.\n\n                     (HEREINAFTER CALLED THE 'CORPORATION')\n\n                                    BY-LAWS\n\n\n\n                                   ARTICLE I\n\n                            MEETINGS OF STOCKHOLDERS\n                            ------------------------\n\n\n          Section 1.  Place of Meeting and Notice.  Meetings of the stockholders\n                      ---------------------------                               \nof the Corporation shall be held at such place either within or without the\nState of Delaware as the Board of Directors may determine.\n\n          Section 2.  Annual and Special Meetings.  Annual meetings of\n                      ---------------------------                     \nstockholders shall be held, at a date, time and place fixed by the Board of\nDirectors and stated in the notice of meeting, to elect a Board of Directors and\nto transact such other business as may properly come before the meeting.\nSpecial meetings of the stockholders may be called by the President for any\npurpose and shall be called by the President or Secretary if directed by the\nBoard of Directors or requested in writing by the holders of not less than 25%\nof the capital stock of the Corporation.  Each such stockholder request shall\nstate the purpose of the proposed meeting.\n\n          Section 3.  Notice.  Except as otherwise provided by law, at least 10\n                      ------                                                   \nand not more than 60 days before each meeting of stockholders, written notice of\nthe time, date nd place of the meeting, and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called, shall be given to each\nstockholder.\n\n          Section 4.  Quorum.  At any meeting of stockholders, the holders of\n                      ------                                                 \nrecord, present in person or by proxy, of a majority of the Corporation's issued\nand outstanding capital stock shall constitute a quorum for the transaction of\nbusiness, except as otherwise provided by law.  In the absence of a quorum, any\nofficer entitled to preside at or to act as secretary of the meeting shall have\npower to adjourn the meeting from time to time until a quorum is present.\n\n          Section 5.  Voting.  Except as otherwise provided by law, all matters\n                      ------                                                   \nsubmitted to a meeting of stockholders shall be decided by vote of the holders\nof record, present in person or by proxy, of a majority of the Corporation's\nissued and outstanding capital stock.\n\n \n                                                                               2\n\n\n                                  ARTICLE II\n\n                                   DIRECTORS\n                                   ---------\n\n          Section 1.  Number, Election and Removal of Directors.  The number of\n                      -----------------------------------------                \nDirectors that shall constitute the Board of Directors shall not be less than\none or more than fifteen.  The first Board of Directors shall consist of three\nDirectors.  Thereafter, within the limits specified above, the number of\nDirectors shall be determined by the Board of Directors or the stockholders.\nThe Directors shall be elected by stockholders at their annual meeting.\nVacancies and newly created directorships resulting from any increase in the\nnumber of Directors may be filled by a majority of the Directors then in office,\nalthough less than a quorum, or by the sole remaining Director or by the\nstockholders.  A Director may be removed with or without cause by the\nstockholders.\n\n          Section 2.  Meetings.  Regular meetings of the Board of Directors\n                      --------                                             \nshall be held at such times and places as may from time to time be fixed by the\nBoard of Directors or as may be specified in a notice of meeting.\n\n          Section 3.  Quorum.  One-third of the total number of Directors shall\n                      ------                                                   \nconstitute a quorum for the transaction of business.  If a quorum is not present\nat any meeting of the Board of Directors, the Directors present may adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until such a quorum is present.  Except as otherwise provided by law,\nthe Certificate of Incorporation of the Corporation, these By-Laws or any\ncontract or agreement to which the Corporation is a party, the act of a majority\nof the Directors present at any meeting at which there is a quorum shall be the\nact of the Board of Directors.\n\n          Section 4.  Committees.  The Board of Directors may, by resolution\n                      ----------                                            \nadopted by a majority of the whole Board, designate one or more committees,\nincluding, without limitation, an Executive Committee, to have and exercise such\npower and authority as the Board of Directors shall specify.  In the absence or\ndisqualification of a member of a committee, the member or members thereof\npresent at any meeting and not disqualified from voting, whether or not he or\nthey constitute a quorum, may unanimously appoint another Director to act at the\nabsent or disqualified member.\n\n          Section 5.  Duties and Powers.  The business of the Corporation shall\n                      -----------------                                        \nbe managed by or under the direction of the Board of Directors which may\nexercise all such powers of the Corporation and do all such lawful acts and\nthings as are not by statute or by the Certificate of Incorporation or by these\nBy-laws directed or required to be exercised or done by the stockholders.\n\n          Section 6.  Actions of Board.  Unless otherwise provided by the\n                      ----------------                                   \nCertificate of Incorporation or these By-laws, any action required or permitted\nto be taken at any meeting of the Board of Directors or of any committee thereof\nmay be taken without a meeting, if all the members of the Board of Directors or\ncommittee, as the case may be, consent thereto in\n\n \n                                                                               3\n\nwriting, and the writing or writings are filed with the minutes of proceedings\nof the Board or Directors or committee.\n\n\n                                  ARTICLE III\n\n                                    OFFICERS\n                                    --------\n\n          The officers of the Corporation shall consist of a President, a Vice\nPresident, a Secretary, a Chief Financial Officer and such other additional\nofficers with such titles as the Board of Directors shall determine, all of\nwhich shall be chosen by and shall serve at the pleasure of the Board of\nDirectors.  Such officers shall have the usual powers and shall perform all the\nusual duties incident to their respective offices.  All officers shall be\nsubject to the supervision and direction of the Board of Directors.  The\nauthority, duties or responsibilities of any officer of the Corporation may be\nsuspended by the President with or without cause.  Any officer elected or\nappointed by the Board of Directors may be removed by the Board of Directors\nwith or without cause.\n\n\n                                   ARTICLE IV\n\n                                INDEMNIFICATION\n                                ---------------\n\n          To the fullest extent permitted by the Delaware General Corporation\nLaw, the corporation shall indemnify any current or former Director or officer\nof the Corporation and may, at the discretion of the Board of Directors,\nindemnify any current or former employee or agent of the Corporation against all\nexpenses, judgments, fines and amounts paid in settlement actually and\nreasonably incurred by him in connection with any threatened, pending or\ncompleted action, suit or proceeding brought by or in the right of the\nCorporation or otherwise, to which he was or is a party by reason of his current\nor former position with the Corporation or by reason of the fact that he is or\nwas serving, at the request of the Corporation, as a director, officer, partner,\ntrustee, employee or agent of another corporation, partnership, joint venture,\ntrust or other enterprise.\n\n          Expenses incurred by a person who is or was a director or officer of\nthe Corporation in appearing at, participating in or defending any such action,\nsuit or proceeding shall be paid by the Corporation at reasonable intervals in\nadvance of the final disposition of such action, suit or proceeding upon receipt\nof an undertaking by or on behalf of the director or officer to repay such\namount if it shall ultimately be determined that he is not entitled to be\nindemnified by the Corporation as authorized by this Article.  If a claim under\nthis Article is not paid in full by the Corporation within ninety days after a\nwritten claim has been received by the Corporation, the claimant may at any time\nthereafter bring suit against the Corporation to recover the unpaid amount of\nthe claim and, if successful in whole or in part, the claimant shall be paid\nalso the expense of prosecuting such claim.  It shall be a defense to any such\naction (other than an action brought to enforce a claim for expenses incurred in\ndefending any proceeding in advance of its final disposition where the required\nundertaking, if\n\n \n                                                                               4\n\nany is required, has been tendered to the Corporation) that the claimant has not\nmet the standards of conduct which make it permissible under the Delaware\nGeneral Corporation Law or other applicable law for the corporation to indemnify\nthe claimant for the amount claimed, but the burden of proving such defense\nshall be on the Corporation.  Neither the failure of the Corporation (including\nits board of directors, independent legal counsel, or its stockholders) to have\nmade a determination prior to the commencement of such action that\nindemnification of the claimant is proper in the circumstances because he has\nmet the applicable standard of conduct set forth in the Delaware General\nCorporation Law or other applicable law, nor an actual determination by the\nCorporation (including its board of directors, independent legal counsel, or its\nstockholders) that the claimant has not met the applicable standard of conduct,\nshall be a defense to the action or create a presumption that the claimant has\nnot met the applicable standard of conduct.\n\n\n                                   ARTICLE V\n\n                               GENERAL PROVISIONS\n                               ------------------\n\n          Section 1.  Notices.  Whenever any statute, the Certificate of\n                      -------                                           \nIncorporation or these By-Laws require notice to be given to any Director or\nstockholder, such notice may be given in writing by mail, addressed to such\nDirector or stockholder at his address as it appears in the records of the\nCorporation, with postage thereon prepaid.  Such notice shall be deemed to have\nbeen given when it is deposited in the United States mail.  Notice to Directors\nmay also be given personally or by telegram, telex or cable.\n\n          Section 2.  Waivers of Notice.  Whenever any notice is required by\n                      -----------------                                     \nlaw, the Certificate of Incorporation or these By-laws, to be given to any\ndirector, member of a committee or stockholder, a waiver thereof in writing,\nsigned by the person entitled to notice, whether before or after the time stated\ntherein, shall be deemed equivalent to notice.  Attendance of a person at a\nmeting shall constitute a waiver of notice of such meeting, except when the\nperson attends a meeting for the express purpose of objection, at the beginning\nof the meeting, to the transaction of any business because the meeting is not\nlawfully called or convened.\n\n          Section 3.  Fiscal Year.  The fiscal year of the Corporation shall \n                      -----------                     \nbe fixed by the Board of Directors.\n\n \n                                                                               5\n\n                                   ARTICLE VI\n\n                                   AMENDMENTS\n                                   ----------\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 majority vote of the\nentire Board of Directors.\n\n          Section 2.  Entire Board of Directors.  As used in this Article VI and\n                      -------------------------                                 \nin these By-laws generally, the term 'entire Board of Directors' means the total\nnumber of the directors which the Corporation would have if there were no\nvacancies.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9573,9574],"class_list":["post-41447","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","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\/41447","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=41447"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41447"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41447"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41447"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}