{"id":41459,"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-level-3-communications-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-level-3-communications-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-level-3-communications-inc.html","title":{"rendered":"By-Laws &#8211; Level 3 Communications Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                     BY-LAWS\n                                       OF\n                          LEVEL 3 COMMUNICATIONS, INC.\n\n\n                                   ARTICLE I.\n                                     OFFICES\n\n     SECTION 1.1.  REGISTERED OFFICE AND AGENT. The registered office of Level 3\nCommunications,  Inc.(the  \"Corporation\") is at 1209 Orange Street,  Wilmington,\nNew Castle County,  Delaware 19801.  The registered agent at that address is The\nCorporation Trust Company.\n\n     SECTION 1.2. OTHER  OFFICES.  The  Corporation  may have other offices from\ntime to time as the directors may designate or as the business may require.\n\n                                   ARTICLE II.\n                                  STOCKHOLDERS\n\n     SECTION 2.1. ANNUAL MEETINGS.  The annual meeting of stockholders  shall be\nheld at such place,  date,  and time as is designated by the Board of Directors.\nAt this meeting, directors shall be elected and any other proper business may be\ntransacted.\n\n     SECTION 2.2. SPECIAL MEETINGS.  Special meetings of the stockholders of the\nCorporation  may be called for any purpose or  purposes  by the  Chairman of the\nBoard,  the Chief  Executive  Officer,  the  President  or by a majority  of the\ndirectors.  Business  transacted at any special meeting of stockholders shall be\nlimited to the purposes stated in the notice of the meeting.\n\n     SECTION 2.3. PLACE OF MEETINGS.  Meetings of stockholders  shall be held at\nsuch  place,  either  within  or  without  the  State of  Delaware,  as shall be\ndesignated by those calling the meeting.\n\n     SECTION 2.4.  NOTICES OF MEETINGS.  A written notice shall be given to each\nstockholder  entitled  to vote at the  meeting not less than 10 nor more than 60\ndays before each annual or special  meeting.  The notice  shall state the place,\ndate, and hour of the meeting.  The notice of a special  meeting shall state the\npurposes for which the meeting has been called.  Written notices may be given by\neither personal  delivery or mail. If mailed,  notice is given when deposited in\nthe United  States mail,  postage  prepaid  directed to the  stockholder  at his\naddress as it appears on the records of the  Corporation.  No notice is required\nto be given to a stockholder to whom notices of two consecutive  annual meetings\n(and any other  written  notice sent between  those  meetings)  have been mailed\naddressed  to that person at his address as shown on the  corporate  records and\nhave been returned undeliverable.\n\n     SECTION 2.5. WAIVER OF NOTICE.  A written waiver,  signed by a stockholder,\nwhether before or after an annual or special meeting, shall be equivalent to the\n\ngiving of such notice.  Attendance by a  stockholder,  without  objection to the\nnotice,  whether in person or by proxy,  at an annual or special  meeting  shall\nconstitute waiver of notice of such meeting.\n\n     SECTION  2.6.  VOTING  LIST.  At least ten days before  each  stockholders'\nmeeting, the Secretary shall prepare a complete list of stockholders entitled to\nvote at such meeting.  Arranged in alphabetical  order,  the list shall show the\nname, address, and number of shares of each stockholder entitled to vote. For at\nleast 10 days before the meeting,  the list shall be open to the  examination of\nany  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary\nbusiness  hours,  at (1) the meeting  place,  or (2) at another place within the\ncity of the meeting  which shall be specified in the notice of the meeting.  The\nlist shall also be available at the meeting for  inspection  by any  stockholder\npresent.\n\n     SECTION 2.7.  RECORD DATE.  The Board of Directors may fix a record date to\ndetermine  which  stockholders  are entitled  to: (a) notice of a  stockholders'\nmeeting;  (b)  vote  at a  stockholders'  meeting;  (c)  receive  payment  for a\ndividend;  (d) receive a distribution  or allotment of rights;  (e) exercise any\nrights in respect of any change,  conversion, or exchange of stock; or (f)notice\nfor the purpose of any other  lawful  action.  The record date shall not be less\nthan 10 nor  more  than 60 days  before  any such  action.  A  determination  of\nstockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of\nstockholders shall apply to any adjournment of the meeting;  provided,  however,\nthat the Board of Directors may fix a new record date for the adjourned meeting.\n\n     SECTION 2.8. PROXY. Each stockholder eligible to vote may authorize another\nperson or persons to act for him by proxy.  No proxy  shall be valid after three\nyears from its date, unless the proxy provides for a longer period.\n\nSECTION 2.9.  VOTING RIGHTS.  Unless  otherwise  provided in the Second Restated\nCertificate of Incorporation,  each stockholder  eligible to vote shall have one\nvote for each share of capital stock held by such stockholder.\n\n     SECTION 2.10.  QUORUM AND REQUIRED VOTE. A majority of the shares  entitled\nto vote, present in person or represented by proxy, shall constitute a quorum at\na meeting of  stockholders.  Unless  otherwise  required by the Second  Restated\nCertificate of Incorporation or by statute, the affirmative vote of the majority\nof shares  present in person or represented by proxy at the meeting and entitled\nto vote on the subject matter shall be the act of the stockholders.  However, if\nless than a quorum but more than  one-third  of all shares  eligible  to vote is\npresent at a scheduled meeting, a majority of the shares present may adjourn the\nscheduled meeting.\n\n     SECTION 2.11. ADJOURNED MEETINGS. No new notice is required if the time and\nplace of the  adjourned  meeting  is  announced  at the  meeting  at  which  the\nadjournment is taken and if the  adjournment is for not more than 30 days. At an\nadjourned  meeting,  the stockholders may transact any business which might have\nbeen transacted at the original meeting.\n\n     SECTION 2.12. NO ACTION WITHOUT A MEETING. Any action required or permitted\nat a stockholders'  meeting may be taken only upon the vote of the  stockholders\nat an annual or special meeting duly noticed and called, and may not be taken by\na written consent of the stockholders.\n\n                       SECTION 2.13. CONDUCT OF MEETINGS.\n\n     (a) The Chief Executive  Officer of the  Corporation  shall preside at each\nmeeting of the stockholders.  In the absence of the Chief Executive Officer, the\nmeeting  shall be chaired by an other officer of the  Corporation  in accordance\nwith the following order: Chairman of the Board, Vice Chairman,  President,  any\nExecutive Vice President,  any Senior Vice President and any Vice President.  In\nthe absence of any of such  officers,  the meeting  shall be chaired by a person\nchosen by a  majority  in  interest  of the  stockholders  present  in person or\nrepresented  by proxy and entitled to vote  thereat,  who shall act as chairman.\nThe  Secretary or in his or her absence an Assistant  Secretary or a person whom\nthe chairman of the meeting  shall appoint shall act as secretary of the meeting\nand keep a record of the proceedings thereof.\n\n     (b) The  Board  of  Directors  shall  be  entitled  to make  such  rules or\nregulations  for the  conduct  of  meeting  of  stockholders  as it  shall  deem\nnecessary,  appropriate or convenient.  Subject to such rules and regulations of\nthe Board of Directors, if any, the chairman of the meeting shall have the right\nand authority to prescribe such rules,  regulations and procedures and to do all\nsuch acts as, in the judgment of the chairman,  are  necessary,  appropriate  or\nconvenient for the proper conduct of the meeting including,  without limitation,\nestablishing  an  agenda  or  order  of  business  for the  meeting,  rules  and\nprocedures for maintaining order at the meeting and the safety of those present,\nlimitations on  participation  in such meeting to  stockholders of record of the\nCorporation and their duly authorized and  constituted  proxies,  and such other\npersons as the chairman shall permit, restrictions on entry to the meeting after\nthe time fixed for the commencement thereof, limitations an the time allotted to\nquestions or comment by  participants  and regulation of the opening and closing\nof the ballot.  Unless, and to the extent,  determined by the Board of Directors\nor the chairman of the meeting,  meetings of stockholders  shall not be required\nto be held in accordance with rules of parliamentary procedure.\n\n     SECTION  2.14.  ADVANCE  NOTIFICATION  OF  BUSINESS  TO  BE  TRANSACTED  AT\n                             STOCKHOLDER MEETINGS.\n\n     (a) No business may be  transacted  at an annual  meeting of  stockholders,\nother than  business  that is either (a)  specified in the notice of meeting (or\nany  supplement  thereto) given by or at the direction of the Board of Directors\n(or any duly  authorized  committee  thereof),  (b) otherwise  properly  brought\nbefore the annual  meeting by or at the  direction of the Board of Directors (or\nany duly authorized  committee thereof) or (c) otherwise properly brought before\nthe  annual  meeting  by  any  stockholder  of  the  Corporation  (i)  who  is a\nstockholder  of record on the date of the giving of the notice  provided  for in\nthis  section  and on the  record  date for the  determination  of  stockholders\nentitled to vote at such annual  meeting and (ii) who  complies  with the notice\nprocedures set forth in this section.\n\n\n     (b) In addition to any other  applicable  requirements  for  business to be\nproperly  brought before an annual meeting by a  stockholder,  such  stockholder\nmust have given timely notice thereof in proper written form to the Secretary.\n\n     (c) To be timely, a stockholder's notice to the Secretary must be delivered\nto or mailed and received at the principal  executive  office of the Corporation\nnot less than 60 days nor more than 90 days prior to the anniversary date of the\nimmediately preceding annual meeting of stockholders; provided, however, that in\nthe event  that the  annual  meeting  is called for a date that is not within 30\ndays before or after such anniversary  date,  notice by the stockholder in order\nto be timely  must be so  received  not later than the close of  business on the\ntenth day  following  the day on which  such  notice  of the date of the  annual\nmeeting was mailed or public  disclosure  of the date of the annual  meeting was\nmade, whichever first occurs.\n\n     (d) To be in proper written form, a  stockholder's  notice to the Secretary\nmust set forth as to each matter such  stockholder  proposes to bring before the\nannual  meeting (i) a brief  description  of the business  desired to be brought\nbefore the annual  meeting and the reasons for  conducting  such business at the\nannual meeting, (ii) the name and record address of such stockholder,  (iii) the\nclass or series and number of shares of capital stock of the  Corporation  which\nare owned  beneficially or of record by such stockholder,  (iv) a description of\nall arrangements or understandings between such stockholder and any other person\nor persons (including their names and addresses) in connection with the proposal\nof  such  business  by  such  stockholder  and  any  material  interest  of such\nstockholder  in such  business and (v) a  representation  that such  stockholder\nintends  to appear in person or by proxy at the  annual  meeting  to bring  such\nbusiness before the meeting.\n\n     (e) No business  shall be conducted at the annual  meeting of  stockholders\nexcept  business  brought  before the  annual  meeting  in  accordance  with the\nprocedures set forth in this section; provided, however, that, once business has\nbeen  properly  brought  before  the  annual  meeting  in  accordance  with such\nprocedures,  nothing in this section  shall be deemed to preclude  discussion by\nany  stockholder  of any such  business.  If the  chairman of an annual  meeting\ndetermines  that business was not properly  brought before the annual meeting in\naccordance  with the  foregoing  procedures,  the chairman  shall declare to the\nmeeting that the business was not properly  brought  before the meeting and such\nbusiness shall not be transacted.\n\n                                  ARTICLE III.\n                                    DIRECTORS\n\n     SECTION 3.1.  GENERAL POWERS.  The business and affairs of this Corporation\nshall be managed by its Board of Directors.\n\n     SECTION 3.2. NUMBER AND  QUALIFICATIONS.  The Board of Directors shall fix,\nby resolution from time to time, the number of directors which shall  constitute\nthe whole Board of Directors;  provided,  however,  that such number shall be no\nfewer than six and no more than fifteen. Directors need not be stockholders.\n\n     SECTION  3.3.  ELECTION AND TERM.  Upon the  original  filing of the Second\nRestated  Certificate of  Incorporation  (the  \"Effective  Time\"),  the Board of\nDirectors shall be\n\n\n\ndivided into three  classes to be designated as Class I, Class II and Class III.\nThe Board of Directors,  by resolution,  shall designate the class in which each\nof the directors then in office shall serve upon such classification.  The terms\nof office of the classes of  directors so  designated  by the Board of Directors\nshall expire at the times of the annual meetings of the stockholders as follows:\nClass I on the first annual  meeting of  stockholders  following  the  Effective\nTime,  Class II on the second annual  meeting  following the Effective  Time and\nClass  III  on the  third  annual  meeting  following  the  Effective  Time,  or\nthereafter  in each  case when  their  respective  successors  are  elected  and\nqualified.  At each subsequent annual election,  the directors chosen to succeed\nthose whose terms are expiring shall be identified as being of the same class as\nthe directors whom they succeed, and shall be elected for a term expiring at the\ntime of the third succeeding  annual meeting of  stockholders,  or thereafter in\neach case when their respective successors are elected and qualified. The number\nof  directorships  shall be apportioned  among the classes so as to maintain the\nclasses as nearly equal in number as possible.\n\n     SECTION 3.4.  VACANCIES.  Vacancies,  however resulting,  and newly created\ndirectorships  resulting from any increase in the authorized number of directors\nmay be filled by a majority of the directors then in office,  although less then\na quorum, or by a sole remaining  director.  Any director elected to fill such a\nvacancy or newly  created  directorship  shall hold office for a term that shall\ncoincide  with the term of the  class to which  such  director  shall  have been\nelected.\n\n     SECTION 3.5. REMOVAL. Subject to any rights of the holders of any series of\nPreferred Stock to elect additional directors under specified circumstances, any\ndirector,  or the entire Board of  Directors,  may be removed from office at any\ntime, but only for cause and only by the  affirmative  vote of the holders of at\nleast  sixty-six  and  two-thirds  percent  (66 2\/3%) of the  outstanding  stock\nentitled to vote thereon.\n\n     SECTION  3.6.  ANNUAL  MEETINGS.  The Board of  Directors  may  provide  by\nresolution for the time and place of annual  meetings of the Board of Directors,\nwithout notice other than such resolution.\n\n     SECTION  3.7.  REGULAR  MEETINGS.  The Board of  Directors  may  provide by\nresolution for the time and place of regular meetings of the Board of Directors,\nwithout notice other than such resolution.\n\n     SECTION 3.8. SPECIAL  MEETINGS.  Special meetings of the Board of Directors\nshall be called by the Chairman of the Board, the Chief Executive  Officer,  the\nPresident or by a majority of the directors.  The person(s)  calling the meeting\nmay fix the specific time and place of the meeting.\n\n     SECTION 3.9. NOTICE OF MEETING.  Notice of any special meeting of the Board\nof  Directors  shall be given to each  director at his  business or residence in\nwriting  or  by  telegram  or  by  telephone   communication   or  by  facsimile\ntransmission.  If mailed, such notice shall be deemed adequately  delivered when\ndeposited in the United States mails so addressed, with postage thereon prepaid,\nat least five days before such  meeting.  If by  telegram,  such notice shall be\ndeemed  adequately  delivered  when the telegram is  delivered to the  telegraph\ncompany at least  twenty-four  hours before such meeting.  If by telephone,  the\nnotice  shall  be  given at  least\n\n\ntwelve  hours  prior  to  the  time  set  for  the  meeting.   If  by  facsimile\ntransmission,  the notice shall be deemed adequately delivered if transmitted at\nleast  twenty-four  hours  before  such  meeting.  Neither  the  business  to be\ntransacted  at, nor the purpose of, any regular or special  meeting of the Board\nof  Directors  need be  specified  in the  notice of such  meeting,  except  for\namendments  to these By-laws as provided  under Article IX hereof.  A meeting of\nthe  Board  of  Directors  may be held at any  time  without  notice  if all the\ndirectors  are  present or if those not present  waive  notice of the meeting in\nwriting, either before or after such meeting.\n\n     SECTION 3.10.  WAIVER OF NOTICE. A written waiver,  signed by the director,\nwhether  before  or  after  the  meeting  of the  Board of  Directors,  shall be\nequivalent  to the giving of such  notice.  Attendance  by a  director,  without\nobjection to the notice, at a meeting of the Board of Directors shall constitute\nwaiver of notice of such meeting.\n\n     SECTION  3.11.  TELEPHONE  PARTICIPATION.  Directors may  participate  in a\nmeeting of the Board of  Directors by means of  conference  telephone or similar\ncommunications  equipment if all persons  participating  in the meeting can hear\neach other. Participation in a meeting of this kind shall constitute presence in\nperson at the meeting.\n\n     SECTION 3.12. QUORUM AND VOTING. A majority of the whole Board of Directors\nshall  constitute  a quorum for the  transaction  of  business.  The vote of the\nmajority  of the  directors  present  at a meeting  at which a quorum is present\nshall be the act of the Board of Directors  unless the vote of a greater  number\nis required by statute,  the Second Restated  Certificate of  Incorporation,  or\nthese By-laws.\n\n     SECTION 3.13.  ACTION WITHOUT A MEETING.  Any action that may be taken at a\nmeeting of the directors may be taken without a meeting if a consent in writing,\nsetting forth the action taken, is signed by all directors.\n\n     SECTION 3.14.  COMPENSATION.  By  resolution  of the Board of Directors,  a\ndirector may be paid a fixed sum, and any expenses,  for attendance at a meeting\nof the Board of  Directors.  No such  payment  shall  preclude a  director  from\nreceiving compensation for serving the Corporation in any other capacity.\n\n                     SECTION 3.15. NOMINATION OF DIRECTORS.\n\n     (a) Only  persons  who are  nominated  in  accordance  with  the  following\nprocedures  shall be eligible  for  election as  directors  of the  Corporation.\nNominations of persons for election to the Board of Directors may be made at any\nannual meeting of stockholders, or at any special meeting of stockholders called\nfor the purpose of electing  directors,  (a) by or at the direction of the Board\nof  Directors  (or  any  duly  authorized  committee  thereof)  or  (b)  by  any\nstockholder of the Corporation (i) who is a stockholder of record on the date of\nthe giving of the notice provided for in this section and on the record date for\nthe determination of stockholders  entitled to vote at such meeting and (ii) who\ncomplies with the notice procedures set forth in this section.\n\n     (b) In addition to any other applicable  requirements,  for a nomination to\nbe made by a stockholder, such stockholder must have given timely notice thereof\nin proper written form to the Secretary of the Corporation.\n\n\n     (c) To be timely, a stockholder's notice to the Secretary must be delivered\nto or mailed and received at the principal  executive  office of the Corporation\n(a) in the case of an  annual  meeting,  not less  than 60 days nor more than 90\ndays prior to the anniversary  date of the immediately  preceding annual meeting\nof stockholders; provided, however, that in the event that the annual meeting is\ncalled  for a date that is not within 30 days  before or after such  anniversary\ndate,  notice by the  stockholder  in order to be timely must be so received not\nlater than the close of  business  on the tenth day  following  the day on which\nsuch notice of the date of the annual meeting was mailed or public disclosure of\nthe date of the annual meeting was made,  whichever  first occurs and (b) in the\ncase of a special  meeting of  stockholders  called for the  purpose of electing\ndirectors,  not later than the close of business on the tenth day  following the\nday on which  notice of the date of the  special  meeting  was  mailed or public\ndisclosure of the date of the special meeting was made, whichever first occurs.\n\n     (d) To be in proper written form, a  stockholder's  notice to the Secretary\nmust set forth (a) as to each person whom the  stockholder  proposes to nominate\nfor election as a director (i) the name,  age,  business  address and  residence\naddress of the  person,  (ii) the  principal  occupation  or  employment  of the\nperson,  (iii) the class or series and number of shares of capital  stock of the\nCorporation which are owned beneficially or of record by the person and (iv) any\nother information  relating to the person that would be required to be disclosed\nin a proxy  statement or other filings  required to be made in  connection  with\nsolicitation of proxies for election of directors  pursuant to Section 14 of the\nSecurities  Exchange  Act of  1934  (the  \"Exchange  Act\"),  and the  rules  and\nregulations  promulgated  thereunder,  and (b) as to the stockholder  giving the\nnotice (i) the name and record  address of such  stockholder,  (ii) the class or\nseries and number of shares of capital stock of the Corporation  which are owned\nbeneficially  or of  record  by such  stockholder,  (iii) a  description  of all\narrangements  or  understandings  between  such  stockholder  and each  proposed\nnominee and any other person or persons  (including  their names and  addresses)\npursuant to which the nominations(s) are to be made by such stockholder,  (iv) a\nrepresentation  that such stockholder intends to appear in person or by proxy at\nthe  meeting  to  nominate  the  persons  named in its  notice and (v) any other\ninformation  relating to such stockholder that would be required to be disclosed\nin a proxy  statement or other filings  required to be made in  connection  with\nsolicitation of proxies for election of directors  pursuant to Section 14 of the\nExchange Act and the rules and regulations promulgated  thereunder.  Such notice\nmust be accompanied by a written consent of each proposed nominee to being named\nas a nominee and to serve as a director if elected.\n\n     (e)  No  person  shall  be  eligible  for  election  as a  director  of the\nCorporation unless nominated in accordance with the procedures set forth in this\nsection.  If the chairman of the meeting  determines  that a nomination  was not\nmade in accordance with the foregoing procedures,  the chairman shall declare to\nthe meeting that the  nomination  was  defective and such  defective  nomination\nshall be disregarded.\n\n                                   ARTICLE IV.\n                                BOARD COMMITTEES\n\n     SECTION 4.1. FORMATION OF COMMITTEES.  The Board of Directors by resolution\nmay  create  committees,  each  consisting  of  two  or  more  directors,  which\ncommittees shall hold office for such time and have such powers and perform such\nduties as may from time\n\n\nto time be assigned to them by the Board of  Directors.  Three  committees  have\npreviously been formed: the executive committee,  the compensation committee and\nthe audit committee.\n\n     SECTION 4.2. EXECUTIVE  COMMITTEE.  The executive  committee shall have all\nthe  powers  of the Board of  Directors  in the  management  of the  normal  and\nordinary  business and affairs of the Corporation at all times when the Board of\nDirectors is not in session.  The executive  committee  shall have the following\nspecific powers to:\n\n     (a)  review  and  approve   business   plans  of   subsidiaries   and  make\nrecommendations  concerning  such plans to the appropriate  subsidiary  board of\ndirectors; and\n\n     (b)  delegate  authority  to one or more  persons  to act on  behalf of the\nCorporation  or its  subsidiaries,  whether  pursuant  to a power of attorney or\notherwise, and to establish policies regarding such delegations of authority.\n\n     SECTION 4.3. COMPENSATION COMMITTEE.  The compensation committee shall have\nthe duties to recommend to the Board of  Directors:  (a) the base salary or wage\nranges of all employees;  (b) the amounts and forms of  compensation,  including\nfringe benefits and bonuses, as well as stock options and incentive compensation\nrights that apply or may apply to employees; (c) the adoption and implementation\nof any new or modified forms of compensation; (d) the suspension, elimination or\nrestriction  of any  presently  existing  forms of  compensation;  and (e) plans\nconcerning the orderly succession of officers and key management personnel.\n\n     SECTION 4.4. AUDIT  COMMITTEE.  None of the members of the audit  committee\nshall be directly  involved in the  supervision  or  management of the financial\naffairs of this Corporation or any of its subsidiaries.\n\n     (a) The books,  records,  and  accounts of the  Corporation  may be audited\nperiodically  by independent  public  accountants.  In connection with the audit\nprocess,  the audit  committee  shall have the duties  outlined  in its  written\ncharter  as in  effect  from  time to  time  and as  approved  by the  Board  of\nDirectors.\n\n     (b) The audit committee shall meet  periodically with the staff responsible\nfor the Corporation's financial and accounting matters to review and discuss the\nscope of internal  accounting  procedures  and  controls  then in effect and the\nextent to which any  recommendations  made by the independent public accountants\nor any internal auditors have been implemented.\n\n     (c) The audit committee shall direct and supervise any  investigation  into\nany matter  brought  to its  attention  within the scope of its duties  which it\nbelieves is necessary.  The audit  committee may retain  outside  consultants in\nconnection with any such investigation.\n\n     (d) The audit committee shall monitor business practices of the Corporation\nas set forth in the written policies of the Corporation, such as compliance with\nantitrust policies and other policies, as directed by the Board of Directors.\n\n     SECTION 4.5. LIMITATIONS ON POWERS. Limitations on the powers of committees\nof the Board of Directors shall be governed by Section 141(c)(2) of the Delaware\n\n\nGeneral  Corporation  Law. In  addition,  no  committee  shall act contrary to a\nfundamental  policy or method of conducting the business of the Corporation.  No\ncommittee shall have the specific  powers  conferred upon any other committee by\nthese By-laws.\n\n     SECTION 4.6.  GENERAL.  Any committee member may be removed by the Board of\nDirectors at any time without  cause.  The Board of  Directors  may  designate a\nchairman of a committee.  The  following  provisions  of the By-laws,  which are\napplicable to the Board of Directors,  shall also govern each Board of Directors\ncommittee:  Section 3.4  (vacancies),  Section 3.10 (waiver of notice),  Section\n3.11 (telephone  participation),  Section 3.12 (quorum and voting),  and Section\n3.13  (action  without a  meeting).  Each  committee  may adopt its own rules of\nprocedure  and such  rules may  govern  the call,  time,  place,  and  notice of\nmeetings.  Each committee may keep  appropriate  minutes of such proceedings and\nshall  report  all  significant  actions  at  regular  meetings  of the Board of\nDirectors.\n\n                                   ARTICLE V.\n                                    OFFICERS\n\n     SECTION  5.1.  NUMBER.  The  officers of the  Corporation  shall  include a\nPresident and a Secretary.  The Board of Directors may elect additional officers\nand appoint  agents as it determines  necessary.  Any two or more offices may be\nheld by the same person,  except the offices of  President  and  Secretary.  The\nBoard of Directors in its  discretion may also elect one or more Chairman of the\nBoard and one or more Vice Chairman.\n\n     SECTION 5.2. ELECTION AND QUALIFICATION.  The President and Secretary shall\nbe elected at the annual  meeting of the Board of Directors.  Other officers may\nbe elected by the Board of  Directors  from time to time.  The  Chairman  of the\nBoard, if any, the Chief Executive Officer, any Vice Chairman, and the President\nshall be directors of the Corporation,  and should any one of them cease to be a\ndirector, he shall IPSO FACTO cease to be such officer.\n\n     SECTION 5.3.  TERM.  Each officer  shall hold office until his successor is\nelected and qualified or until his earlier  resignation or removal.  Any officer\nmay resign at any time upon written notice to the Corporation.\n\n     SECTION 5.4. REMOVAL.  Any officer elected by the Board of Directors may be\nremoved by a majority of the members of the whole Board of  Directors  whenever,\nin their judgment, the best interest of the Corporation would be served thereby.\nNo elected officer shall have any contractual rights against the Corporation for\ncompensation  by virtue of such election  beyond the date of the election of his\nsuccessor,  his death,  his  resignation or his removal,  whichever  event shall\nfirst occur,  except as otherwise provided in an employment contract or under an\nemployee deferred compensation plan.\n\n     SECTION  5.5.  VACANCY.  Any  vacancy in any  office  from any cause may be\nfilled for the unexpired portion of the term by the Board of Directors.\n\n     SECTION  5.6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be a\ndirector and shall preside at all meetings of the Board of Directors at which he\nshall be \n\n\npresent,  and shall have such power and perform  such duties as may from time to\ntime be assigned to him by the Board of Directors.\n\n     SECTION 5.7.  VICE  CHAIRMAN OF THE BOARD.  Any Vice  Chairman of the Board\nshall be a director and shall  preside at all meetings of the Board of Directors\nat which a Chairman shall not be present,  and shall have such power and perform\nsuch  duties  as may  from  time to  time be  assigned  to him by the  Board  of\nDirectors.\n\n     SECTION 5.8. CHIEF EXECUTIVE  OFFICER.  The Chief Executive  Officer shall,\nwhen present,  preside at all meetings of the stockholders,  and, in the absence\nof the Chairman of the Board and any Vice Chairman of the Board,  or upon motion\nof the Board of Directors,  at meetings of the Board of Directors. He shall have\npower to call special meetings of the stockholders, of the Board of Directors or\nof the Executive  Committee at any time. He shall be the chief executive officer\nof the  Corporation,  and shall  have the  general  direction  of the  business,\naffairs and property of the  Corporation,  and of its several officers and shall\nhave and exercise all such powers and discharge  such duties as usually  pertain\nthereto.\n\n     SECTION 5.9. PRESIDENT.  The President shall be the chief operating officer\nof the  Corporation  and shall have and exercise  all such powers and  discharge\nsuch duties as usually pertain to the office of President. In the absence of the\nChief Executive  Officer,  the Chairman of the Board and any Vice Chairman,  the\nPresident, when present, will preside at all meetings of the stockholders,  and,\nin the absence of the Chairman of the Board,  any Vice Chairman of the Board and\nthe Chief  Executive  Officer,  at meetings of the Board of Directors.  He shall\nhave  power  to call  special  meetings  of the  stockholders,  of the  Board of\nDirectors or of the Executive Committee at any time.\n\n     SECTION 5.10. VICE-PRESIDENTS. The Vice-Presidents, if any, or any of them,\nshall, subject to the direction of the Board of Directors, at the request of the\nChief  Executive  Officer of the President or in his absence,  or in case of his\ninability  to perform  his  duties  from any  cause,  perform  the duties of the\nPresident,  and, when so acting, shall have all the powers of, and be subject to\nall restrictions  upon, the President.  The  Vice-Presidents  shall also perform\nsuch other duties as may be assigned to them by the Board of Directors,  and the\nBoard of Directors may determine the order of priority among them.\n\n     SECTION 5.11.  SECRETARY.  The  Secretary  shall perform such duties as are\nincident to the office of Secretary,  or as may from time to time be assigned to\nhim by the Board of Directors, or as are prescribed by these By-laws.\n\n     SECTION 5.12.. TREASURER.  The Treasurer shall perform such duties and have\npowers  as are  usually  incident  to the  office of  Treasurer  or which may be\nassigned to him by the Board of Directors.\n\n     SECTION 5.13. COMPENSATION. The compensation of all officers shall be fixed\nby the Board of Directors.  An officer who is also a director may be compensated\nin both capacities.\n\n\n     SECTION 5.14. BONDING.  Any officer,  agent or employee of the Corporation,\nif so  required  by the Board of  Directors,  shall be bonded  for the  faithful\nperformance of his duties,  with such penalties,  conditions and security as the\nBoard of Directors may require.\n\n                                   ARTICLE VI.\n                                      STOCK\n\n     SECTION 6.1. STOCK CERTIFICATES.  The directors shall determine the form of\ncertificates  which  represent  ownership  of  shares of the  Corporation.  Each\ncertificate  shall  contain the holder's  name and the number of shares  issued.\nEach certificate  shall be signed by the President or any Vice President and the\nSecretary or the Assistant  Secretary.  Each certificate shall be impressed with\nthe corporate seal. Each certificate shall be consecutively  numbered.  The name\nand  address of the person to whom the  shares  are  issued,  with the number of\nshares  and  date  of  issue,  shall  be  entered  in the  stock  ledger  of the\nCorporation.\n\n     SECTION 6.2.  TRANSFER OF STOCK.  Transfers of shares shall be made only on\nthe stock transfer books of the Corporation.  On surrender to the Corporation of\na stock certificate  properly endorsed by the holder of record or accompanied by\na proper evidence of authority to transfer, a new certificate shall be issued to\nthe person entitled.  However, the requirements of any applicable stock transfer\nrestriction  agreement  must also be  satisfied.  The old  certificate  shall be\ncanceled and the transaction recorded in the stock ledger.\n\n     SECTION 6.3. LOST  CERTIFICATES.  The  Corporation  shall issue a new stock\ncertificate  in place of a certificate  previously  issued,  if the holder:  (a)\nclaims by affidavit that the  certificate has been lost,  destroyed,  or stolen;\nand (b)  gives  the  Corporation  a bond or  other  indemnity  as the  directors\ndetermine appropriate.\n\n     SECTION 6.4. REGISTERED  STOCKHOLDERS.  The person in whose name shares are\nregistered in the Corporation's  stock ledger shall be deemed by the Corporation\nto be the owner of those shares for all purposes.  The Corporation  shall not be\nrequired to recognize any equitable or other claim or interest in such shares by\nany other person, whether or not it has actual or other notice of such claim.\n\n                                  ARTICLE VII.\n                                  MISCELLANEOUS\n\n     SECTION  7.1.  SEAL.  The  corporate  seal  shall  contain  the name of the\nCorporation as well as the words \"Corporate Seal\" and \"Delaware\".\n\n     SECTION  7.2.  FISCAL  YEAR.  The fiscal year of the  Corporation  shall be\ndetermined by resolution of the Board of Directors.\n\n     SECTION 7.3.  CONTRACTS,  ETC. The directors  shall determine by resolution\nwhich  persons  shall  be  empowered  to  sign   contracts,   bids,   proposals,\ncertificates  and other  instruments of the  Corporation.  Such authority may be\ngeneral or confined to specific instances.\n\n\n     SECTION 7.4. CHECKS,  ETC. 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  7.5.   DIVIDENDS.   Dividends   upon  the  capital  stock  of  the\nCorporation,  subject to the  provisions of the Second  Restated  Certificate of\nIncorporation,  may be declared by the Board of  Directors or a committee of the\nBoard of Directors at any regular or special meeting, pursuant to law. Dividends\nmay be paid in cash, in property or in shares of the capital stock.\n\n     SECTION 7.6.  RESERVES.  Before  payment of any  dividend  there may be set\naside out of any funds of the  Corporation  available for dividends  such sum or\nsums as the directors from time to time, in their absolute discretion, determine\nproper as a reserve fund to meet contingencies,  or for repairing or maintaining\nany property of the Corporation or for such other purpose as the directors shall\nthink  conducive  to the  interest of the  Corporation,  and the  directors  may\nabolish any such reserve in the manner in which it was created.\n\n     SECTION  7.7.  VOTING  STOCK OF OTHER  CORPORATIONS.  Except  as  otherwise\nordered  by the  Board of  Directors,  the  Chairman  of the  Board or the Chief\nExecutive  Officer  or the  President  shall  have  full  power an behalf of the\nCorporation to attend and to act and to vote at any meeting of the  stockholders\nof any  other  corporation  of which the  Corporation  is a  stockholder  and to\nexecute a proxy to any other person to  represent  the  Corporation  at any such\nmeeting.\n\n                                  ARTICLE VIII.\n                                 INDEMNIFICATION\n\n     SECTION 8.1.  NON-DERIVATIVE  SUITS.  The  Corporation  shall indemnify any\nperson  who  was or is a  party  or is  threatened  to be  made a  party  to any\nthreatened,  pending or complete  action,  suit or  proceeding,  whether  civil,\ncriminal,  administrative,  or investigative  (other than an action by or in the\nright of the  Corporation),  by reason of the fact that he is or was a director,\nofficer,  employee  or agent of the  Corporation,  or is or was  serving  at the\nrequest of the Corporation as a director,  officer, employee or agent of another\ncorporation,  partnership,  joint venture,  trust or other  enterprise,  against\nexpenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in\nsettlement  actually  and  reasonably  incurred by him in  connection  with such\naction,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  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 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\nreasonable  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 his conduct was unlawful.\n\n     SECTION 8.2.  DERIVATIVE  SUITS. The Corporation shall indemnify any person\nwho was or is a party or is  threatened  to be made a party  to any  threatened,\npending or  completed  action or suit by or in the right of the  Corporation  to\nprocure  a  judgment  in its  favor\n\n\n\nby reason of the fact that he is or was a director,  officer,  employee or agent\nof the Corporation,  or is or was serving at the request of the Corporation as a\ndirector, officer, employee or agent of another corporation,  partnership, joint\nventure,  trust or other enterprise against expenses (including attorneys' fees)\nactually  and  reasonably  incurred  by him in  connection  with the  defense or\nsettlement  of such  action or suit if he acted in good faith and in a manner he\nreasonably  believed  to be in or  not  opposed  to  the  best  interest  of the\nCorporation and except that no  indemnification  shall be made in respect of any\nclaim,  issue or matter as to which such person  shall have been  adjudged to be\nliable  to the  Corporation  unless  and only to the  extent  that the  Court of\nChancery or the court in which such action or suit was brought  shall  determine\nupon application that,  despite the adjudication of liability but in view of all\nthe circumstances of the case, such person is fairly and reasonably  entitled to\nindemnity  for such  expenses  which the Court of  Chancery  or such other court\nshall deem proper.\n\n     SECTION  8.3.  EXTENT OF  INDEMNIFICATION.  To the extent  that a director,\nofficer,  employee or agent of the Corporation has been successful on the merits\nor otherwise in defense of any action, suit or proceeding referred to in Section\n8.1 or 8.2 above, or in defense of any claim, issue or matter therein,  he shall\nbe  indemnified  against  expenses  (including  attorneys'  fees)  actually  and\nreasonably incurred by him in connection therewith.\n\n     SECTION 8.4. APPROVAL OF INDEMNIFICATION. Any indemnification under Section\n8.1 or 8.2 above  (unless  ordered by a court) shall be made by the  Corporation\nonly  as   authorized   in  the  specific   case  upon  a   determination   that\nindemnification  of the  director,  officer,  employee or agent is proper in the\ncircumstances because he has met the applicable standard of conduct set forth in\nSection 8.1 or 8.2 above. Such  determination  shall be made (1) by the Board of\nDirectors by a majority  vote of a quorum  consisting  of directors who were not\nparties  to  such  action,  suit or  proceeding,  (2) if  such a  quorum  is not\nobtainable,  or, even if  obtainable,  a quorum of  disinterested  directors  so\ndirects,  by  independent  legal  counsel  in a  written  opinion  or (3) by the\naffirmative vote of the holders of 51% of the outstanding shares of Common Stock\nof the Corporation.\n\n     SECTION 8.5.  ADVANCES.  Expenses  (including  attorneys' fees) incurred in\ndefending a civil,  criminal,  administrative or investigative  action,  suit or\nproceeding shall be paid by the Corporation in advance of the final  disposition\nof such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on\nbehalf of the director,  officer,  employee or agent to repay such amount, if it\nshall  ultimately be determined that he is not entitled to be indemnified by the\nCorporation as authorized in this Article VIII.\n\n     SECTION  8.6.  NON-EXCLUSIVITY.  The  indemnification  and  advancement  of\nexpenses  provided  by, or granted  pursuant  to, this Article VIII shall not be\ndeemed exclusive of any other rights to which any person seeking indemnification\nmay  be  entitled  under  any  By-law,   agreement,   vote  of  stockholders  or\ndisinterested director or otherwise,  both as to action in his official capacity\nand as to action in  another  capacity  while  holding  such  office,  and shall\ncontinue  as to a person who has ceased to be a director,  officer,  employee or\nagent and shall inure to the benefit of the heirs,  executors and administrators\nof such person.\n\n     SECTION 8.7.  INSURANCE.  The Corporation  shall have power to purchase and\nmaintain  insurance  on behalf of any person who is or was a director,  officer,\nemployee or\n\n\nagent of the Corporation, or is or was serving at the request of the Corporation\nas director,  officer,  employee or agent of another  corporation,  partnership,\njoint venture,  trust 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 to  indemnify  him\nagainst such  liability  under the  provisions  of this Section 8.7 or under the\nprovisions of any applicable law or regulation.\n\n                                   ARTICLE IX.\n                                   AMENDMENTS\n\n     SECTION 9.1. These By-laws may be repealed,  altered,  amended or rescinded\nand new by-laws may be adopted by the majority vote of the Board of Directors or\nby the  affirmative  vote of sixty-six and two-thirds  percent  (66-2\/3%) of the\noutstanding stock entitled to vote thereon.\n\nDated: May 23, 2001\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8048],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9573,9574],"class_list":["post-41459","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-level-3-communications-inc","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\/41459","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=41459"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41459"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41459"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41459"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}