{"id":41560,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-qwest-communications-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-qwest-communications-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-qwest-communications-international-inc.html","title":{"rendered":"Bylaws &#8211; Qwest Communications International Inc."},"content":{"rendered":"<pre>                                    BYLAWS\n\n                                      OF\n\n\n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n                           As Amended April 16, 1997\n\n \n                                INDEX TO BYLAWS\n\n                                      OF\n\n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n \n \n                                                                            Page\n                                                                          \nARTICLE I - OFFICES............................................................1\n     Section 1.01  Business Offices............................................1\n     Section 1.02  Registered Office...........................................1\n                                                                               \nARTICLE II - STOCKHOLDERS......................................................1\n     Section 2.01  Annual Meeting..............................................1\n     Section 2.02  Special Meetings............................................1\n     Section 2.03  Place of Meeting............................................2\n     Section 2.04  Notice of Meetings..........................................2\n     Section 2.05  Fixing Date for Determination of Stockholders of Record.....2\n     Section 2.06  Voting List.................................................3\n     Section 2.07  Proxies.....................................................3\n     Section 2.08  Quorum and Manner of Acting.................................3\n     Section 2.09  Voting of Shares............................................3\n     Section 2.10  Voting of Shares by Certain Holders.........................3\n     Section 2.11  Action Without a Meeting....................................4\n                                                                               \nARTICLE III - BOARD OF DIRECTORS...............................................5\n     Section 3.01  General Powers..............................................5\n     Section 3.02  Number, Tenure and Qualifications...........................5\n     Section 3.03  Resignation.................................................5\n     Section 3.04  Removal.....................................................5\n     Section 3.05  Vacancies...................................................5\n     Section 3.06  Regular Meetings............................................6\n     Section 3.07  Special Meetings............................................6\n     Section 3.08  Meetings by Telephone.......................................6\n     Section 3.09  Notice of Meetings..........................................6\n     Section 3.10  Quorum and Manner of Acting.................................7\n     Section 3.11  Interested Directors........................................7\n     Section 3.12  Action Without a Meeting....................................7\n     Section 3.13  Executive and Other Committees..............................7\n     Section 3.14  Compensation................................................8\n                                                                               \nARTICLE IV - OFFICERS..........................................................8\n     Section 4.01  Number and Qualifications...................................8\n \n\n                                      -i-\n\n \n \n<font size=\"2\">                                                                          \n     Section 4.02  Election and Term of Office.................................9\n     Section 4.03  Compensation................................................9\n     Section 4.04  Resignation.................................................9\n     Section 4.05  Removal.....................................................9\n     Section 4.06  Vacancies...................................................9\n     Section 4.07  Authority and Duties........................................9\n     Section 4.08  Surety Bonds...............................................11\n\nARTICLE V - STOCK.............................................................11\n     Section 5.01  Issuance of Shares.........................................11\n     Section 5.02  Stock Certificates; Uncertificated Shares..................11\n     Section 5.03  Payment for Shares.........................................11\n     Section 5.04  Lost Certificates..........................................12\n     Section 5.05  Transfer of Shares.........................................12\n     Section 5.06  Registered Holders.........................................13\n     Section 5.07  Transfer Agents, Registrars and Paying Agents..............13\n\nARTICLE VI - INDEMNIFICATION..................................................13\n     Section 6.01  Definitions................................................13\n     Section 6.02  Right to Indemnification...................................13\n     Section 6.03  Successful on the Merits...................................14\n     Section 6.04  Advancement of Expenses....................................14\n     Section 6.05  Proceedings by a Party.....................................15\n     Section 6.06  Subrogation................................................15\n     Section 6.07  Other Payments.............................................15\n     Section 6.08  Insurance..................................................15\n     Section 6.09  Other Rights and Remedies..................................15\n     Section 6.10  Applicability; Effect......................................15\n     Section 6.11  Severability...............................................15\n\nARTICLE VII -  MISCELLANEOUS .................................................16\n     Section 7.01  Waivers of Notice..........................................16\n     Section 7.02  Presumption of Assent......................................16\n     Section 7.03  Voting of Securities by the Corporation....................16\n     Section 7.04  Loans to Employees and Officers; Guaranty of Obligations of\n                   Employees and Officers.....................................17\n     Section 7.05  Seal.......................................................17\n     Section 7.06  Fiscal Year................................................17\n     Section 7.07  Amendments.................................................17\n<\/font> \n\n                                      -ii-\n\n \n                                     BYLAWS\n\n                                       OF\n\n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n\n                                   ARTICLE I\n\n                                    Offices\n\n    Section 1.01  Business Offices.  The corporation may have such offices,\n                  ----------------                                         \neither within or outside Delaware, as the board of directors may from time to\ntime determine or as the business of the corporation may require.\n\n    Section 1.02  Registered Office.  The registered office of the corporation\n                  -----------------                                           \nrequired by the Delaware General Corporation Law to be maintained in Delaware\nshall be as set forth in the certificate of incorporation, unless changed as\nprovided by law.\n\n                                  ARTICLE II\n\n                                 Stockholders\n\n      Section 2.01 Annual Meeting.  An annual meeting of the stockholders shall\n                   --------------                                              \nbe held on such date and at such time as the board of directors shall fix in the\nnotice of meeting, beginning with the year 1998, for the purpose of electing\ndirectors and for the transaction of such other business as may come before the\nmeeting.  If the day fixed for the annual meeting shall be a legal holiday, such\nmeeting shall be held on the next succeeding business day.  If the election of\ndirectors shall not be held on the day designated herein for any annual meeting\nof the stockholders, or at any adjournment thereof, the board of directors shall\ncause the election to be held at a meeting of the stockholders as soon\nthereafter as conveniently may be.  Failure to hold an annual meeting as\nrequired by these bylaws shall not invalidate any action taken by the board of\ndirectors or officers of the corporation.\n\n      Section 2.02 Special Meetings.  Special meetings of the stockholders, for\n                   ----------------                                            \nany purpose or purposes, unless otherwise prescribed by statute, may be called\nby the Chairman of the Board or by the board of directors pursuant to a\nresolution approved by the affirmative vote of a majority of directors then in\noffice, and shall be called by the Chairman of the Board at the written request\nof the holders of not less than 25 percent of the votes of the outstanding\nshares of the corporation entitled to vote generally in the election of\ndirectors, voting together as a single class.  Such written request shall state\nthe purpose or purposes of the proposed meeting.\n\n \n      Section 2.03  Place of Meeting. Each meeting of the stockholders shall be\n                    ----------------\nheld at such place, either within or outside Delaware, as may be designated in\nthe notice of meeting, or, if no place is designated in the notice, at the\nprincipal office of the corporation.\n\n      Section 2.04  Notice of Meetings.  Except as otherwise required by law,\n                    ------------------                                       \nwritten notice of each meeting of the stockholders stating the place, day and\nhour of the meeting and, in the case of a special meeting, the purpose or\npurposes for which the meeting is called, shall be given, either personally\n(including delivery by private courier) or by first class, certified or\nregistered mail, to each stockholder of record entitled to notice of such\nmeeting, not less than ten nor more than 60 days before the date of the meeting.\nSuch notice shall be deemed to be given, if personally delivered, when delivered\nto the stockholder, and, if mailed, when deposited in the United States mail,\npostage prepaid, directed to the stockholder at his address as it appears on the\nrecords of the corporation, but if notice of two consecutive annual meetings and\nall notices of meetings of or the taking of action by written consent without a\nmeeting to any stockholder during the period between such two consecutive annual\nmeetings, or all, and at least two, payments (if sent by first class mail) of\ndividends or interest on securities during a 12-month period, have been mailed\naddressed to such person at his address as shown on the records of the\ncorporation and have been returned undeliverable, the giving of such notice to\nsuch person shall not be required until another address for such person is\ndelivered to the corporation.  When a meeting is adjourned to another time or\nplace, notice need not be given of the adjourned meeting if the time and place\nthereof are announced at the meeting at which the adjournment is taken.  At the\nadjourned meeting the corporation may transact any business that might have been\ntransacted at the original meeting.  If the adjournment is for more than 30\ndays, or if after the adjournment a new record date is fixed for the adjourned\nmeeting, notice of the adjourned meeting shall be given to each stockholder of\nrecord entitled to vote at the meeting in accordance with the foregoing\nprovisions of this Section 2.04.\n\n      Section 2.05  Fixing Date for Determination of  Stockholders of Record. \n                    --------------------------------------------------------  \nFor the purpose of determining stockholders entitled to notice of or to vote at\nany meeting of stockholders or any adjournment thereof, or entitled to receive\npayment of any dividend or other distribution or allotment of any rights, or\nentitled to exercise any rights in respect of any change, conversion or exchange\nof stock or for any other lawful action, the board of directors may fix a date\nas the record date for any such determination of stockholders, which date shall\nnot precede the date upon which the resolution fixing the record date is adopted\nby the board of directors, and which date shall be not more than 60 nor less\nthan ten days before the date of such meeting. If no record date is fixed for\ndetermining stockholders entitled to notice of or to vote at a meeting of\nstockholders, then the record date shall be the close of business on the day\nnext preceding the day on which notice is given, or, if notice is waived, the\nclose of business on the day next preceding the day on which the meeting is\nheld, or, for determining stockholders for any other purpose, the close of\nbusiness on the day on which the board of directors adopts the resolution\nrelating thereto. A determination of stockholders of record entitled to notice\nof or to vote at a meeting of stockholders shall apply to any adjournment of the\nmeeting; provided, however, that the board of directors may fix a new record\ndate for the adjourned meeting. Notwithstanding the foregoing provisions of this\nSection 2.05, the record date for determining stockholders entitled to take, or \n\n                                      -2-\n\n \nreceive notice of, corporate action in writing without a meeting as provided in\nSection 2.11 shall be determined as provided in such Section.\n\n      Section 2.06 Voting List.  The officer who has charge of the stock books\n                   -----------                                                \nof the corporation shall prepare and make, at least ten days before every\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nthe meeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof, and may be inspected by any stockholder who is\npresent.\n\n      Section 2.07 Proxies.  Each stockholder entitled to vote at a meeting of\n                   -------                                                    \nstockholders or to express consent or dissent to corporate action in writing\nwithout a meeting may authorize another person or persons to act for him by\nproxy, but no such proxy shall be voted or acted upon after three years from its\ndate, unless the proxy provides for a longer period.\n\n      Section 2.08 Quorum and Manner of Acting.  At all meetings of\n                   ---------------------------                     \nstockholders, a majority of the outstanding shares of the corporation entitled\nto vote, represented in person or by proxy, shall constitute a quorum.  If a\nquorum is present, the affirmative vote of a majority of the shares represented\nat a meeting and entitled to vote on the subject matter shall be the act of the\nstockholders, unless the vote of a greater proportion or number or voting by\nclasses is otherwise required by law, the certificate of incorporation or these\nbylaws.  In the absence of a quorum, a majority of the shares so represented may\nadjourn the meeting from time to time in accordance with Section 2.04, until a\nquorum shall be present or represented.\n\n      Section 2.09 Voting of Shares.  Unless otherwise provided in the\n                   ----------------                                   \ncertificate of incorporation and subject to the provisions of Section 2.05, each\nstockholder entitled to vote shall have one vote for each outstanding share of\ncapital stock held of record by such stockholder on each matter submitted to a\nvote of the stockholders either at a meeting thereof or pursuant to Section\n2.11.  In the election of directors each record holder of stock entitled to vote\nat such election shall have the right to vote the number of shares owned by him\nfor as many persons as there are directors to be elected, and for whose election\nhe has the right to vote.  Cumulative voting shall not be allowed.  If a\nseparate vote by a class or classes is required, a majority of the outstanding\nshares of such class or classes, present in person or represented by proxy,\nshall constitute a quorum entitled to take action with respect to that vote on\nthat matter and the affirmative vote of the majority of shares of such class or\nclasses present in person or represented by proxy at the meeting shall be the\nact of such class.\n\n      Section 2.10 Voting of Shares by Certain Holders.\n                   ----------------------------------- \n\n              (a)  Fiduciaries; Pledgors.  Persons holding stock in a fiduciary\n                   ---------------------                                       \ncapacity shall be entitled to vote the shares so held.  Persons whose stock is\npledged shall be entitled to vote,\n\n                                      -3-\n\n \nunless in the transfer by the pledgor on the books of the corporation he has\nexpressly empowered the pledgee to vote thereon, in which case only the pledgee\nor his proxy may represent such shares and vote thereon.\n\n            (b)    Joint Owners.  If shares stand of record in the names of two \n                   ------------     \nor more persons, whether fiduciaries, members of a partnership, joint tenants,\ntenants in common, tenants by the entirety or otherwise, or if two or more\npersons have the same fiduciary relationship respecting the same shares, unless\nthe secretary of the corporation is given written notice to the contrary and is\nfurnished with a copy of the instrument or order appointing them or creating the\nrelationship wherein it is so provided, their acts with respect to voting shall\nhave the following effects:  (i) if only one votes, his act binds all; (ii) if\nmore than one votes, the act of the majority so voting binds all; and (iii) if\nmore than one votes, but the vote is evenly split on any particular matter, each\nfaction may vote the shares in question proportionally, or any person voting the\nshares, or a beneficiary, if any, may apply to any court having jurisdiction to\nappoint an additional person to act with the persons so voting the shares, in\nwhich case the shares shall then be voted as determined by a majority of such\npersons.  If the secretary of the corporation is given notice and is furnished a\ncopy of the instrument or order creating a tenancy held in unequal interests, a\nmajority or even split for the purpose of subparagraph (iii) shall be a majority\nor even split in interest.\n\n     Section 2.11  Action Without a Meeting.\n                   ------------------------ \n\n            (a)    Written Consent.  Unless otherwise provided in the \n                   ---------------   \ncertificate of incorporation, any action required or permitted to be taken at\nany meeting of the stockholders may be taken without a meeting, without prior\nnotice and without a vote, if a consent in writing, setting forth the action so\ntaken, shall be signed by the holders of outstanding stock having not less than\nthe minimum number of votes that would be necessary to authorize or take such\naction at a meeting at which all shares entitled to vote thereon were present\nand voted (which consent may be signed in counterparts). Every written consent\nshall bear the date of signature of each stockholder who signs the consent and\nno written consent shall be effective to take the corporate action referred to\ntherein unless, within 60 days of the earliest dated consent delivered to the\ncorporation in the manner required by the Delaware General Corporation Law,\nwritten consents signed by a sufficient number of stockholders to take the\naction are delivered to the corporation in the manner required by the Delaware\nGeneral Corporation Law.\n\n            (b)    Determination of Stockholders Entitled to Act By Consent.\n                   -------------------------------------------------------- \nFor purposes of determining stockholders entitled to consent to corporate action\nin writing without a meeting, the board of directors may fix a date as the\nrecord date for any such determination of stockholders, which date shall not\nprecede the date upon which the resolution fixing the record date is adopted by\nthe board of directors, and which date shall not be more than ten days after the\ndate upon which the resolution fixing the record date is adopted by the board of\ndirectors. If no record date has been fixed by the board of directors, the\nrecord date for determining stockholders entitled to consent to corporate action\nin writing without a meeting, when no prior action by the board of directors is\nrequired by the Delaware General Corporation Law, shall be the first date on\nwhich a signed written consent setting forth the action taken or proposed to be\ntaken is delivered\n\n                                      -4-\n\n \nto the corporation in the manner required by the Delaware General Corporation\nLaw.  If no record date has been fixed by the board of directors and prior\naction by the board of directors is required by the Delaware General Corporation\nLaw, the record date for determining stockholders entitled to consent to\ncorporate action in writing without a meeting shall be the close of business on\nthe day on which the board of directors adopts the resolution taking such prior\naction.\n\n              (c)  Notice to Non-Consenting Stockholders.  Prompt notice of the\n                   -------------------------------------                       \ntaking of corporate action without a meeting by less than unanimous written\nconsent shall be given to those stockholders who have not consented in writing\nand who, if the action had been taken at a meeting, would have been entitled to\nnotice of the meeting if the record date for such meeting had been the date that\nwritten consents signed by a sufficient number of holders to take the action\nwere delivered to the corporation in the manner required by the Delaware General\nCorporation Law.  Such notice shall be given in accordance with the applicable\nprovisions of Section 2.04.\n\n      Section 2.12 Conduct of Meetings.  The chairman of the annual or any\n                   -------------------                                    \nspecial meeting of the stockholders shall be the chairman of the board, if there\nis one, or, if there is not one or in his absence, the chief executive officer\nor president of the corporation (or in his absence, any person designated by the\nboard of directors), unless and until a different person is elected by a\nmajority of the shares entitled to vote at such meeting.\n\n          The chairman of the meeting shall appoint one or more persons to act\nas inspectors of election at the meeting and to make a written report thereof.\n\n          Meetings of stockholders shall be conducted in accordance with the\nfollowing rules:\n\n                   (a)   The chairman of the meeting shall have absolute\nauthority over matters of procedure and there shall be no appeal from the ruling\nof the chairman.\n\n                   (b)   If disorder should arise that prevents continuation of\nthe legitimate business of the meeting, the chairman may quit the chair and\nannounce the adjournment of the meeting to another time and place and upon his\nso doing the meeting is immediately adjourned.\n\n                   (c)   The chairman may ask or require that anyone who is not\na bona fide stockholder or proxy leave the meeting.\n\n                   (d)   A resolution or motion shall be considered for vote\nonly if proposed in accordance with the provisions of Section 2.12(e) and only\nif proposed by a stockholder or a duly authorized proxy and seconded by an\nindividual who is a stockholder or a duly authorized proxy, other than the\nindividual who proposed the resolution or motion.\n\n                   (e)   At any annual or special meeting of stockholders only\nsuch new business shall be conducted, and only such proposals shall be acted\nupon, as shall have been properly brought before the meeting. For any new\nbusiness proposed by management to be properly brought before the annual\nmeeting, such new business shall be approved by the board of\n\n                                      -5-\n\n \ndirectors, either directly or through its approval by proxy solicitation\nmaterials related thereto, and shall be stated in writing and filed with the\nsecretary of the corporation at least five days before the date of the annual\nmeeting, and all business so stated, proposed and filed shall be considered at\nthe annual meeting.\n\n          Any stockholder may make any other proposal at a meeting and the same\nmay be discussed and considered, but unless properly brought before the meeting\nsuch proposal shall not be acted upon at the meeting.  No business may be\nproperly brought before a special meeting unless identified in the notice\nthereof given in accordance with applicable law and Section 2.04 of these\nbylaws.  For a proposal to be properly brought before an annual meeting by a\nstockholder, the stockholder must have given timely notice thereof in writing to\nthe secretary of the corporation.  To be timely, a stockholder's notice must be\ndelivered to or mailed and received at the principal executive offices of the\ncorporation not less than 120 days prior to the date of the corporation's proxy\nstatement released to stockholders in connection with the previous year or if\nthe date of the annual meeting has been changed by more than 30 days from the\ndate contemplated at the previous year's annual meeting, then 150 days prior to\nthe date of the annual meeting; provided, however, that in the event that less\nthan 40 days notice is given or made to the stockholders, notice by the\nstockholder to be timely must be so received not later than the close of\nbusiness on the tenth day following the day on which such notice of the date of\nthe annual meeting was mailed.\n\n          A stockholder's notice to the secretary shall set forth as to each\nmatter the stockholder proposes to bring before the annual meeting (i) a brief\ndescription of the proposal desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (ii) the name\nand address, as they appear on the corporation's books, of the stockholder\nproposing such business, (iii) the class and number of shares of the corporation\nwhich are beneficially owned by the stockholder, (iv) any financial interest of\nthe stockholder in such proposal, and (v) any additional information as the\nBoard or the president of the corporation shall deem necessary or desirable.\n\n          Notwithstanding anything in the bylaws to the contrary, no business\nshall be conducted at an annual or special meeting except in accordance with the\nprocedures set forth in this Section 2.12(e).  The chairman of an annual or\nspecial meeting shall, if the facts warrant, determine and declare to the\nmeeting that new business of any stockholder was not properly brought before the\nmeeting in accordance with the provisions of this Section 2.12(e), and if the\nchairman should so determine, the chairman shall so declare to the meeting and\nany such business or proposal not properly brought before the meeting shall not\nbe acted upon at the meeting.\n\n          This provision shall not prevent the consideration and approval or\ndisapproval at the annual meeting of reports of officers, directors and\ncommittees, but in connection with such reports no new business shall be acted\nupon at such annual meeting unless stated and filed as herein provided.\n\n                                      -6-\n\n \n      Section 2.13  Nomination of Directors.  Nomination of persons to stand for\n                    -----------------------                                     \nelection at any annual or special stockholders meeting may be made at any time\nprior to the vote thereon by the board of directors or a committee of the board\nof directors.  Other than as provided in the immediately preceding sentence, no\nsuch nominations shall be entertained unless written notice of such proposed\nnominations are received by the secretary of the corporation, (i) if for an\nannual meeting, not less than 90 days in advance of the date that corresponds to\nthe date that the corporation's proxy statement was first mailed or released to\nstockholders in connection with the previous year's annual meeting of\nstockholders, except that if no annual meeting was held in the previous year or\nthe date for the annual meeting has been changed by more than 30 calendar days\nfrom the date of the previous year's annual meeting, such written notice shall\nsuffice if received not less than 30 days prior to such meeting, and (ii) if for\nany other stockholders meeting, not less than seven days after notice of such\nmeeting is first given.  Such written notice shall provide the name and age of\neach nominee and complete account of the business experience of each nominee\nduring the past five years, including the present occupation and business\nactivities of the nominee regardless of whether compensation in any form\nwhatever was received for such activities or experience.\n\n                                 ARTICLE III\n\n                              Board of Directors\n\n      Section 3.01 General Powers.  The business and affairs of the corporation\n                   --------------                                              \nshall be managed by or under the direction of its board of directors, except as\notherwise provided in the Delaware General Corporation Law or the certificate of\nincorporation.\n\n      Section 3.02 Number, Tenure and Qualifications.  The board of directors of\n                   ---------------------------------                            \nthe corporation shall consist of one or more members.  The number of directors\nof the corporation shall be as fixed from time to time by resolution of the\nboard of directors.  Except as otherwise provided in Sections 2.01 and 3.05,\ndirectors shall be elected at each annual meeting of stockholders, by a\nplurality of the votes present in person or represented by proxy at the meeting\nand entitled to vote at the election of directors.  Each director shall hold\noffice until his successor shall have been elected and qualified or until his\nearlier death, resignation or removal.  Directors need not be residents of\nDelaware or stockholders of the corporation.  Any reduction in the authorized\nnumber of directors shall not have the effect of shortening the term of any\nincumbent director unless such director is also removed from office in\naccordance with Section 3.04.\n\n      Section 3.03 Resignation.  Any director may resign at any time by giving\n                   -----------                                                \nwritten notice to the corporation.  A director's resignation shall take effect\nat the time specified therein; and unless otherwise specified therein, the\nacceptance of such resignation shall not be necessary to make it effective.\n\n      Section 3.04 Removal.  Any director or the entire board of directors may \n                   -------                                                    \nremoved, with or without cause, by the affirmative vote of holders of at least a\nmajority of the votes of the outstanding shares of stock generally entitled to\nvote in the election of directors, voting together as a single class, at a\nmeeting for which notice of the proposed removal has been given in accordance\nwith Section 2.04.\n\n                                      -7-\n\n\n      Section 3.05 Vacancies.  Unless otherwise provided in the certificate of\n                   ---------                                                  \nincorporation, any vacancy or any newly created directorship resulting from any\nincrease in the authorized number of directors may be filled by a majority of\ndirectors then in office, although less than a quorum, or by a sole remaining\ndirector, or by the stockholders if there are no directors remaining, and a\ndirector so chosen shall hold office until the next annual meeting of\nstockholders and until his successor is duly elected and qualified.  When one or\nmore directors shall resign from the board, effective at a future date, a\nmajority of the directors then in office, including those who have so resigned,\nshall have the power to fill such vacancy or vacancies, the vote thereon to take\neffect when such resignation or resignations shall become effective, and each\ndirector so chosen shall hold office as provided in this Section for the filling\nof other vacancies.\n\n      Section 3.06 Regular Meetings.  A regular meeting of the board of\n                   ----------------                                    \ndirectors shall be held immediately after and at the same place as the annual\nmeeting of stockholders, or as soon thereafter as conveniently may be, at the\ntime and place, either within or without Delaware, determined by the board, for\nthe purpose of electing officers and for the transaction of such other business\nas may come before the meeting.  Failure to hold such a meeting, however, shall\nnot invalidate any action taken by any officer then or thereafter in office.\nThe board of directors may provide by resolution the time and place, either\nwithin or outside Delaware, for the holding of additional regular meetings\nwithout other notice than such resolution.\n\n      Section 3.07 Special Meetings.  Special meetings of the board of directors\n                   ----------------                                             \nmay be called by or at the request of the chairman of the board or any director.\nThe person authorized to call special meetings of the board of directors may fix\nany convenient place, either within or outside Delaware, as the place for\nholding any special meeting of the board of directors called by him.\n\n      Section 3.08 Meetings by Telephone.  Unless otherwise restricted by the\n                   ---------------------                                     \ncertificate of incorporation, members of the board of directors or any committee\nthereof may participate in a meeting of such board or committee by means of\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other, and such participation\nin a meeting in such manner shall constitute presence in person at the meeting.\n\n      Section 3.09 Notice of Meetings.  Notice of each meeting of the board of\n                   ------------------                                         \ndirectors (except those regular meetings for which notice is not required)\nstating the place, day and hour of the meeting shall be given to each director\nat least five days prior thereto by the mailing of written notice by first class\nmail or at least three days prior thereto by personal delivery (including\ndelivery by courier) of written notice or by telephone, telegram, facsimile or\nother similar form of communication, except that in the case of a meeting to be\nheld pursuant to Section 3.08 notice may be given by personal delivery or by\nfacsimile, telegram or telephone 24 hours prior thereto.  The method of notice\nneed not be the same to each director.  If mailed, such notice shall be deemed\nto be given when deposited in the United States mail, with postage\n\n                                      -8-\n\n \nthereon prepaid, addressed to the director at his business or residence address.\nIf sent by telegram, facsimile or similar form of communication, such notice\nshall be deemed to be given when sent by such method to the director during\nnormal business hours at the location of the recipient at the last address or\nfacsimile number of the director furnished by him to the corporation for such\npurpose.  If communicated by telephone, such notice shall be deemed to be given\nwhen communicated directly to the director or to the person designated by the\ndirector as a person authorized to receive such notice.  Neither the business to\nbe transacted at nor the purpose of any meeting of the board of directors need\nbe specified in the notice or waiver of notice of such meeting.\n\n      Section 3.10 Quorum and Manner of Acting.  Except as otherwise may be\n                   ---------------------------                             \nrequired by law, the certificate of incorporation or these bylaws, a majority of\nthe number of directors fixed in accordance with these bylaws, present in\nperson, shall constitute a quorum for the transaction of business at any meeting\nof the board of directors, and the vote of a majority of the directors present\nat a meeting at which a quorum is present shall be the act of the board of\ndirectors.  If less than a quorum is present at a meeting, the directors present\nmay adjourn the meeting from time to time without further notice other than\nannouncement at the meeting, until a quorum shall be present.  No director may\nvote or act by proxy or power of attorney at any meeting of the board of\ndirectors.\n\n      Section 3.11 Interested Directors.  No contract or transaction between the\n                   --------------------                                         \ncorporation and one or more of its directors or officers, or between a\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 this\nreason, or solely because the director or officer is present at or participates\nin the meeting of the board or committee which authorizes the contract or\ntransaction, or solely because his or their votes are counted for such purpose,\nif the material facts as to his relationship or interest and as to the contract\nor transaction are disclosed or are known to the board of directors or the\ncommittee, and the board or committee in good faith authorizes the contract or\ntransaction by the affirmative votes of a majority of the disinterested\ndirectors, even though the disinterested directors be less than a quorum; the\nmaterial facts as to his relationship or interest and as to the contract or\ntransaction are disclosed or are known to the stockholders entitled to vote\nthereon, and the contract or transaction is specifically approved in good faith\nby vote of the stockholders; or the contract or transactions is fair as to the\ncorporation as of the time it is authorized, approved or ratified, by the board\nof directors, a committee or the stockholders.  Common or interested directors\nmay be counted in determining the presence of a quorum at a meeting of the board\nof directors or of a committee that authorizes the contract or transaction.\n\n      Section 3.12 Action Without a Meeting.  Unless otherwise restricted by the\n                   ------------------------                                     \ncertificate of incorporation, any action required or permitted to be taken at\nany meeting of the board of directors or any committee thereof may be taken\nwithout a meeting, without prior notice and without a vote, if all members of\nthe board or committee consent thereto in writing and the writing or writings\nare filed with the minutes of the proceedings of the board or committee.\n\n                                      -9-\n\n \n      Section 3.13  Executive and Other Committees.  The board of directors\n                    ------------------------------                         \nmay designate one or more committees, each committee to consist of one or more\nof the directors of the corporation.  The board may designate one or more\ndirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee. 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 member of the board of\ndirectors to act at the meeting in the place of any such absent or disqualified\nmember.  Any such committee, to the extent provided in the resolution of the\nboard of directors, shall have and may exercise all the powers and authority of\nthe board of directors in the management of the business and affairs of the\ncorporation, and may authorize the seal of the corporation to be affixed to all\npapers which may require it; but no such committee shall have the power or\nauthority in reference to (a) approving or adopting, or recommending to the\nstockholders, any action or matter expressly required by Delaware General\nCorporation Law to be submitted to stockholders for approval; or (b) adopting,\namending or repealing any bylaw of the corporation.  The delegation of authority\nto any committee shall not operate to relieve the board of directors or any\nmember of the board form any responsibility imposed by law.  Subject to the\nforegoing, the board of directors may provide such powers, limitations and\nprocedures for such committees as the board deems advisable.  To the extent the\nboard of directors does not establish other procedures, each committee shall be\ngoverned by the procedures set forth in Sections 3.06 (except as they relate to\nan annual meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were\nthe board of directors. Each committee shall keep regular minutes of its\nmeetings, which shall be reported to the board of directors when required and\nsubmitted to the secretary of the corporation for inclusion in the corporate\nrecords.\n\n      Section 3.14 Compensation.  Unless otherwise restricted by the certificate\n                   ------------                                                 \nof incorporation, the board of directors, or any committee thereof as may be\nauthorized by the board, shall have the authority to fix the compensation of\ndirectors.  The directors may be paid their expenses, if any, of attendance at\neach meeting of the board of directors and each meeting of any committee of the\nboard of which he is a member and may be paid a fixed sum for attendance at each\nsuch meeting or a stated salary or both a fixed sum and a stated salary.  No\nsuch payment shall preclude any director from serving the corporation in any\nother capacity and receiving compensation therefor.\n\n\n\n                                  ARTICLE IV\n\n                                   Officers\n\n      Section 4.01 Number and Qualifications.  The officers of the corporation\n                   -------------------------                                  \nshall consist of a chairman of the board, a chief executive officer, a\npresident, a secretary, a treasurer and such other officers, including one or\nmore vice-presidents and a controller, as may from time to time be elected or\nappointed by the board.  In addition, the board of directors or the president\nmay elect or appoint such assistant and other subordinate officers including\nassistant vice-presidents,\n\n                                      -10-\n\n \nassistant secretaries and assistant treasurers, as it or he shall deem necessary\nor appropriate.  Any number of offices may be held by the same person, except\nthat no person may simultaneously hold the offices of president and secretary.\n\n      Section 4.02 Election and Term of Office.  Except as provided in Sections\n                   ---------------------------                                 \n4.01 and 4.06, the officers of the corporation shall be elected by the board of\ndirectors annually at the first meeting of the board held after each annual\nmeeting of the stockholders as provided in Section 3.06.  If the election of\nofficers shall not be held as provided herein, such election shall be held as\nsoon thereafter as conveniently may be.  Each officer shall hold office until\nhis successor shall have been duly elected and shall have qualified or until the\nexpiration of his term in office if elected or appointed for a specified period\nof time or until his earlier death, resignation or removal.\n\n      Section 4.03 Compensation.  Officers shall receive such compensation for\n                   ------------                                               \ntheir services as may be authorized or ratified by the board of directors, or\nany committee of the board as may be authorized, and no officer shall be\nprevented from receiving compensation by reason of the fact that he is also a\ndirector of the corporation.  Election or appointment as an officer shall not of\nitself create a contract or other right to compensation for services performed\nby such officer.\n\n      Section 4.04 Resignation.  Any officer may resign at any time, subject to\n                   -----------                                                 \nany rights or obligations under any existing contracts between the officer and\nthe corporation, by giving written notice to the corporation.  An officer's\nresignation shall take effect at the time stated therein; and unless otherwise\nspecified therein, the acceptance of such resignation shall not be necessary to\nmake it effective.\n\n      Section 4.05 Removal.  Any officer may be removed at any time by the board\n                   -------                                                      \nof directors, or, in the case of assistant and other subordinate officers, by\nthe president (whether or not such officer was appointed by the president),\nwhenever in its or his judgment, as the case may be, the best interests of the\ncorporation will be served thereby, but such removal shall be without prejudice\nto the contract rights, if any, of the person so removed.  Election or\nappointment of an officer shall not in itself create contract rights.\n\n      Section 4.06 Vacancies.  A vacancy occurring in any office by death,\n                   ---------                                              \nresignation, removal or otherwise may be filled by the board of directors, or,\nif such office may be filled by the president as provided in Section 4.01, by\nthe president, for the unexpired portion of the term.\n\n      Section 4.07 Authority and Duties.  The officers of the corporation shall\n                   --------------------                                        \nhave the authority and shall exercise the powers and perform the duties\nspecified below, and as may be additionally specified by the chief executive\nofficer, the board of directors or these bylaws (and in all cases where the\nduties of any officer are not prescribed by the bylaws or the board of\ndirectors, such officer shall follow the orders and instructions of the\npresident), except that in any event each officer shall exercise such powers and\nperform such duties as may be required by law:\n\n                  (a) Chairman of the Board. The chairman of the board, who\n                      ---------------------\nshall be elected from among the directors, shall preside at all meetings of the\nstockholders and directors\n\n                                      -11-\n\n \nof the corporation and shall have and may exercise all such powers and perform\nsuch other duties as may be assigned to him from time to time by the board of\ndirectors.\n\n                  (b) Chief Executive Officer. The chief executive officer\n                      -----------------------\nshall, subject to the direction and supervision of the board of directors, (i)\nhave general and active control of its affairs and business and general\nsupervision of its officers, agents and employees; (ii) in the absence of the\nchairman of the board, preside at all meetings of the stockholders and the board\nof directors; (iii) see that all orders and resolutions of the board of\ndirectors are carried into effect; and (iv) perform all other duties incident to\nthe office of Chief Executive Officer and as from time to time may be assigned\nto him by the board of directors.\n\n                  (c) President. The president shall, subject to the direction\nand supervision of the board of directors, (i) if there is no chief executive\nofficer, be the chief operating officer of the corporation and have general and\nactive control of its affairs and business and general supervision of its\nofficers, agents and employees; (ii) unless there is a chairman of the board or\nchief executive officer, preside at all meetings of the stockholders and the\nboard of directors; (iii) see that all orders and resolutions of the board of\ndirectors are carried into effect; and (iv) perform all other duties incident to\nthe office of president and as from time to time may be assigned to him by the\nboard of directors.\n\n                  (d) Chief Financial Officer; Treasurer. The chief financial\n                      ----------------------------------\nofficer or, in the absence of a chief financial officer, the treasurer shall:\n(i) be the principal financial officer of the corporation and have the care and\ncustody of all its funds, securities, evidences of indebtedness and other\npersonal property and deposit the same in accordance with the instructions of\nthe board of directors; (ii) receive and give receipts and acquittances for\nmoneys paid in on account of the corporation, and pay out of the funds on hand\nall bills, payrolls and other just debts of the corporation of whatever nature\nupon maturity; (iii) unless there is a controller, be the principal accounting\nofficer of the corporation and as such prescribe and maintain the methods and\nsystems of accounting to be followed, keep complete books and records of\naccount, prepare and file all local, state and federal tax returns, prescribe\nand maintain an adequate system of internal audit and prepare and furnish to the\npresident and the board of directors statements of account showing the financial\nposition of the corporation and the results of its operations; (iv) upon request\nof the board, make such reports to it as may be required at any time; and (v)\nperform all other duties incident to the office of treasurer and such other\nduties as from time to time may be assigned to him by the board of directors or\nthe president. Assistant treasurers, if any, shall have the same powers and\nduties, subject to the supervision by the treasurer.\n\n                  (e) Vice-Presidents. The vice-president, if any (or, if there\n                      ---------------\nis more than one, then each vice-president), shall assist the president and\nshall perform such duties as may be assigned to him by the president or by the\nboard of directors. The vice-president, if there is one (or, if there is more\nthan one, then the vice-president designated by the board of directors, or, if\nthere be no such designation, then the vice-presidents in order of their\nelection), shall, at the request of the president or, in his absence or\ninability or refusal to act, perform the duties of the president and when so\nacting shall have all the powers of and be subject to all the restrictions\n\n                                      -12-\n\n \nupon the president.  Assistant vice-presidents, if any, shall have such powers\nand perform such duties as may be assigned to them by the president or by the\nboard of directors.\n\n                   (f) Secretary.  The secretary shall: (i) prepare and maintain\n                       ---------\nthe minutes of the proceedings of the stockholders, the board of directors and\nany committees of the board; (ii) see that all notices are duly given in\naccordance with the provisions of these bylaws or as required by law; (iii) be\ncustodian of the corporate records and of the seal of the corporation; (iv) keep\nat the corporation's registered office or principal place of business within or\noutside Colorado a record containing the names and addresses of all stockholders\nand the number and class of shares held by each, unless such a record shall be\nkept at the office of the corporation's transfer agent or registrar; (v) have\ngeneral charge of the stock books of the corporation, unless the corporation has\na transfer agent; (vi) authenticate records of the corporation; and (vii) in\ngeneral, perform all duties incident to the office of secretary and such other\nduties as from time to time may be assigned to him by the president or by the\nboard of directors. Assistant secretaries, if any, shall have the same duties\nand powers, subject to supervision by the secretary.\n\n      Section 4.08 Surety Bonds.  The board of directors may require any officer\n                   ------------                                                 \nor agent of the corporation to execute to the corporation a bond in such sums\nand with such sureties as shall be satisfactory to the board, conditioned upon\nthe faithful performance of his duties and for the restoration to the\ncorporation of all books, papers, vouchers, money and other property of whatever\nkind in his possession or under his control belonging to the corporation.\n\n\n\n                                   ARTICLE V\n\n                                     Stock\n\n      Section 5.01 Issuance of Shares  The issuance or sale by the corporation\n                   ------------------                                         \nof any shares of its authorized capital stock of any class, including treasury\nshares, shall be made only upon authorization by the board of directors, except\nas otherwise may be provided by law.  Every issuance of shares shall be recorded\non the books of the corporation maintained for such purpose by or on behalf of\nthe corporation.\n\n      Section 5.02 Stock Certificates; Uncertificated Shares.  The shares of\n                   -----------------------------------------                \nstock of the corporation shall be represented by certificates, except that the\nboard of directors may, in accordance with applicable provisions of law,\nauthorize the issuance of some or all of any or all classes or series of stock\nof the corporation without certificates.  If shares are represented by\ncertificates (or if a holder of uncertificated shares requests his shares to be\nrepresented by a certificate), each certificate shall be signed by or in the\nname of the corporation by the chairman or a vice-chairman of the board of\ndirectors, or the president or a vice-president, and by the treasurer or an\nassistant treasurer, or the secretary or an assistant secretary of the\ncorporation, representing the number of shares owned by him in the corporation.\nAny of or all the signatures on the certificate may be facsimile.  In case any\nofficer, transfer agent or registrar who has signed or whose facsimile signature\nhas been placed upon a certificate shall have ceased to be such\n\n                                      -13-\n\n \nofficer, transfer agent or registrar before such certificate is issued, it may\nbe issued by the corporation with the same effect as if he were such officer,\ntransfer agent or registrar at the date of issue.  Certificates of stock shall\nbe in such form consistent with law as shall be prescribed by the board of\ndirectors.\n\n      Section 5.03 Payment for Shares.  Shares shall be issued for such\n                   ------------------                                  \nconsideration (but not less than the par value thereof) as shall be determined\nfrom time to time by the board of directors.  Treasury shares shall be disposed\nof for such consideration as may be determined from time to time by the board.\nSuch consideration shall be paid in such form and in such manner as the\ndirectors shall determine.  In the absence of actual fraud in the transaction,\nthe judgment of the directors as to the value of such consideration shall be\nconclusive.  The capital stock issued by the corporation shall be deemed to be\nfully paid and non-assessable stock if:  (a) the entire amount of the\nconsideration has been received by the corporation in the form of cash, services\nrendered, personal property, real property, leases of real property or a\ncombination thereof; or (b) not less than the amount of the consideration\ndetermined to be capital pursuant to statute has been received by the\ncorporation in such form and the corporation has received a binding obligation\nof the subscriber or purchaser to pay the balance of the subscription or\npurchase price; provided, however, nothing contained herein shall prevent the\nboard of directors from issuing partly paid shares pursuant to statute.  The\ndirectors may, from time to time, demand payment in respect of each share of\nstock not fully paid in the manner prescribed by statute.  In addition, when the\nwhole of the consideration payable for shares of a corporation has not been paid\nin, and the assets shall be insufficient to satisfy the claims of its creditors,\neach holder of or subscriber for such shares shall be bound to pay on each share\nheld or subscribed for by him the sum necessary to complete the amount of the\nunpaid balance of the consideration for which such shares were issued or are to\nbe issued by the corporation.  No person becoming an assignee or transferee of\nshares or of a subscription for shares in good faith and without knowledge or\nnotice that the full consideration therefor has not been paid shall be\npersonally liable for any unpaid portion of such consideration, but the\ntransferor shall remain liable therefor, and no person holding shares in any\ncorporation as collateral security shall be personally liable as a stockholder\nbut the person pledging such shares shall be considered the holder thereof and\nshall be so liable. No executor, administrator, guardian, trustee or other\nfiduciary shall be personally liable as a stockholder, but the estate or funds\nheld by such executor, administrator, guardian, trustee or other fiduciary in\nsuch fiduciary capacity shall be liable.\n\n      Section 5.04 Lost Certificates.  In case of the alleged loss, theft or\n                   -----------------                                        \ndestruction of a certificate of stock the board of directors may direct the\nissuance of a new certificate in lieu thereof upon such terms and conditions in\nconformity with law as it may prescribe.  The board of directors may in its\ndiscretion require the owner of the lost, stolen or destroyed certificate, or\nhis legal representative to give the corporation a bond sufficient to indemnify\nit against any claim that may be made against it on account of the alleged loss,\ntheft or destruction of any such certificate or the issuance of such new\ncertificate.\n\n      Section 5.05 Transfer of Shares.  Upon presentation and surrender to the\n                   ------------------                                         \ncorporation or to a transfer agent of the corporation of a certificate of stock\nduly endorsed or accompanied by proper evidence of succession, assignment or\nauthority to transfer, payment of all transfer taxes,\n\n                                      -14-\n\n \nif any, and the satisfaction of any other requirements of law, including inquiry\ninto and discharge of any adverse claims of which the corporation has notice,\nthe corporation or the transfer agent shall issue a new certificate to the\nperson entitled thereto, cancel the old certificate and record the transaction\non the books maintained for such purpose by or on behalf of the corporation.  No\ntransfer of shares shall be effective until it has been entered on such books.\nThe corporation or a transfer agent of the corporation may require a signature\nguaranty or other reasonable evidence that any signature is genuine and\neffective before making any transfer.  Transfers of uncertificated shares shall\nbe made in accordance with applicable provisions of law.\n\n      Section 5.06 Registered Holders.  The corporation shall be entitled to\n                   ------------------                                       \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\nthe laws of Delaware.\n\n      Section 5.07 Transfer Agents, Registrars and Paying Agents.  The board of\n                   ---------------------------------------------               \ndirectors may at its discretion appoint one or more transfer agents, registrars\nand agents for making payment upon any class of stock, bond, debenture or other\nsecurity of the corporation.  Such agents and registrars may be located either\nwithin or outside Delaware.  They shall have such rights and duties and shall be\nentitled to such compensation as may be agreed.\n\n\n\n                                  ARTICLE VI\n\n                                Indemnification\n\n      Section 6.01 Definitions.  For purposes of this Article, the following\n                   -----------                                              \nterms shall have the meanings set forth below:\n\n             (a)   The Corporation. The term 'the corporation' means the\n                   ---------------\ncorporation and shall include, in addition to the resulting corporation, any\nconstituent corporation (including any constituent of a constituent) absorbed in\na consolidation or merger which, if its separate existence had continued, would\nhave had power and authority to indemnify its directors, officers, and employees\nor agents, so that any person who is or was a director, officer, employee or\nagent of such constituent corporation, or is or was serving at the request of\nsuch constituent corporation as a director, officer, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise,\nshall stand in the same position under this Article with respect to the\nresulting or surviving corporation as he would have with respect to such\nconstituent corporation if its separate existence had continued.\n\n             (b)   Other Enterprises. The term 'other enterprises' shall include\n                   -----------------\nemployee benefit plans; references to 'fines' shall include any excise taxes\nassessed on a person with respect to any employee benefit plan; and references\nto 'serving at the request of the corporation'\n\n                                      -15-\n\n \nshall include any service as a director, officer, employee or agent of the\ncorporation which imposes duties on, or involves services by, such director,\nofficer, employee, or agent with respect to an employee benefit plan, its\nparticipants or beneficiaries; and a person who acted in good faith and in a\nmanner he reasonably believed to be in the interest of the participants and the\nbeneficiaries of an employee benefit plan shall be deemed to have acted in a\nmanner 'not opposed to the best interests of the corporation' as referred to in\nthis Article.\n\n      Section 6.02 Right to Indemnification.  The corporation shall indemnify,\n                   ------------------------                                   \nto the fullest extent permitted by law, any person who was or is a party or is\nthreatened to be made a party to any threatened, pending or completed action,\nsuit or proceeding, whether civil, criminal, administrative or investigative\n(other than an action by or in the right of the corporation) by reason of the\nfact that he is or was a director, officer, employee or agent of the\ncorporation, 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'\nfees), judgments, fines and amounts paid in settlement actually and reasonably\nincurred by him in connection with such action, suit or proceeding if he acted\nin good faith and in a manner he reasonably believed to be in or not opposed to\nthe best interests of the corporation, and, with respect to any criminal action\nor proceeding, had no reasonable cause to believe his conduct was unlawful.  The\ntermination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent, shall not, of\nitself, create a presumption that the person did not act in good faith and in a\nmanner which he reasonably believed to be in or not opposed to the best\ninterests of the corporation, and, with respect to any criminal action or\nproceeding, had reasonable cause to believe that his conduct was unlawful.  The\ncorporation may 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, officer, employee or agent of the\ncorporation, 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 interests 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\nindemnify for such expenses which the Court of Chancery or such other court\nshall deem proper.  Any indemnification under this section (unless ordered by a\ncourt) shall be made by the corporation only as authorized in the specific case\nupon a determination that indemnification of the director, officer, employee or\nagent is proper in the circumstances because he has met the applicable standard\nof conduct set forth in this section.  Such determination shall be made (1) by a\nmajority vote of the directors who are not parties to such action, suit or\nproceeding, even though less than a quorum, or (2) if there are no such\ndirectors, or if such directors so direct, by independent legal counsel in a\nwritten opinion, or (3) by the stockholders.\n\n                                      -16-\n\n \n      Section 6.03 Successful on the Merits.  To the extent that a\n                   ------------------------                       \ndirector, officer, employee or agent of a corporation has been successful on the\nmerits or otherwise in defense of any action, suit or proceeding referred to in\nsection 6.02, or in defense of any claim, issue or matter therein, he shall be\nindemnified against expenses (including attorneys' fees) actually and reasonably\nincurred by him in connection therewith.\n\n      Section 6.04 Advancement of Expenses.  Expenses (including attorneys'\n                   -----------------------                                 \nfees) incurred by an officer or director in defending any civil, criminal,\nadministrative or investigative action, suit or proceeding may be paid by the\ncorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking by or on behalf of such director or\nofficer to repay such amount if it shall ultimately be determined that he is not\nentitled to be indemnified by the corporation as authorized in this Article VI.\nSuch expenses (including attorneys' fees) incurred by other employees and agents\nmay be so paid upon such terms and conditions, if any, as the board of directors\ndeems appropriate.\n\n      Section 6.05 Proceedings by a Party.  The corporation shall indemnify or\n                   ----------------------                                     \nadvance expenses to a party in connection with any proceeding (or part thereof)\ninitiated by the party only if such proceeding (or part thereof) was authorized\nby the board of directors of the corporation.\n\n      Section 6.06 Subrogation.  In the event of any payment under this Article,\n                   -----------                                                  \nthe corporation shall be subrogated to the extent of such payment to all of the\nrights of recovery of the indemnified party, who shall execute all papers and do\neverything that may be necessary to assure such rights of subrogation to the\ncorporation.\n\n      Section 6.07 Other Payments.  The corporation shall not be liable under\n                   --------------                                            \nthis Article to make any payment in connection with any proceeding against or\ninvolving a party to the extent the party has otherwise actually received\npayment (under any insurance policy, agreement or otherwise) of the amounts\notherwise indemnifiable hereunder.  A party shall repay to the corporation the\namount of any payment the corporation makes to the party under this Article in\nconnection with any proceeding against or involving the party, to the extent the\nparty has otherwise actually received payment (under any insurance policy,\nagreement or otherwise) of such amount.\n\n      Section 6.08 Insurance.  The corporation shall have power to purchase and\n                   ---------                                                   \nmaintain insurance on behalf of any person who is or was a director, officer,\nemployee or agent of the corporation, or is or was serving at the request of the\ncorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any liability\nasserted against him and incurred by him in any such capacity, or arising out of\nhis status as such, whether or not the corporation would have the power to\nindemnify him against such liability under this Article.\n\n      Section 6.09 Other Rights and Remedies.  The indemnification and\n                   -------------------------                          \nadvancement of expenses provided by, or granted pursuant to this Article shall\nnot be deemed exclusive of any other rights to which those seeking\nindemnification or advancement of expenses may be entitled\n\n                                      -17-\n\n \nunder any bylaw, agreement, vote of stockholders or disinterested directors or\notherwise, both as to action in his official capacity and as to action in\nanother capacity while holding such office.\n\n      Section 6.10 Applicability; Effect.  The indemnification and advancement\n                   ---------------------                                      \nof expenses provided by, or granted pursuant to, this section shall, unless\notherwise provided when authorized or ratified, continue as to a person who has\nceased to be a director, officer, employee or agent and shall inure to the\nbenefit of the heirs, executors and administrators of such a person.\n\n      Section 6.11 Severability.  If any provision of this Article shall be held\n                   ------------                                                 \nto be invalid, illegal or unenforceable for any reason whatsoever (a) the\nvalidity, legality and enforceability of the remaining provisions of this\nArticle (including without limitation, all portions of any Sections of this\nArticle containing any such provision held to be invalid, illegal or\nunenforceable, that are not themselves invalid, illegal or unenforceable) shall\nnot in any way be affected or impaired thereby, and (b) to the fullest extent\npossible, the provisions of this Article (including, without limitation, all\nportions of any Section of this Article containing any such provision held to be\ninvalid, illegal or unenforceable, that are not themselves invalid, illegal or\nunenforceable) shall be construed so as to give effect to the intent of this\nArticle that each party covered hereby is entitled to the fullest protection\npermitted by law.\n\n\n                                 ARTICLE VII\n\n                                 Miscellaneous\n\n      Section 7.01 Waivers of Notice.  Whenever notice is required to be given\n                   -----------------                                          \nby law, by the certificate of incorporation or by these bylaws, a written waiver\nthereof, signed by the person entitled to said notice, whether before or after\nthe time stated therein, shall be deemed equivalent to notice.  Attendance of a\nperson at a meeting or (in the case of a stockholder) by proxy shall constitute\na waiver of notice of such meeting, except when the person attends a meeting for\nthe express purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business because the meeting was not lawfully called or\nconvened.  Neither the business to be transacted at, nor the purpose of, any\nmeeting need be specified in any written waiver of notice unless required by\nthese bylaws to be included in the notice of such meeting.\n\n      Section 7.02 Presumption of Assent.  A director or stockholder of the\n                   ---------------------                                   \ncorporation who is present at a meeting of the board of directors or\nstockholders at which action on any corporate matter is taken shall be presumed\nto have assented to the action taken unless his dissent shall be entered in the\nminutes of the meeting or unless he shall file his written dissent to such\naction with the person acting as the secretary of the meeting before the\nadjournment thereof or shall forward such dissent by registered mail to the\nsecretary of the corporation immediately after the adjournment of the meeting.\nSuch right to dissent shall not apply to a director or stockholder who voted in\nfavor of such action.\n\n      Section 7.03 Voting of Securities by the Corporation.  Unless otherwise\n                   ---------------------------------------                   \nprovided by resolution of the board of directors, on behalf of the corporation\nthe president or any vice-\n\n                                      -18-\n\n \npresident shall attend in person or by substitute appointed by him, or shall\nexecute written instruments appointing a proxy or proxies to represent the\ncorporation at, all meetings of the stockholders of any other corporation,\nassociation or other entity in which the corporation holds any stock or other\nsecurities, and may execute written waivers of notice with respect to any such\nmeetings. At all such meetings and otherwise, the president or any vice-\npresident, in person or by substitute or proxy as aforesaid, may vote the stock\nor other securities so held by the corporation and may execute written consents\nand any other instruments with respect to such stock or securities and may\nexercise any and all rights and powers incident to the ownership of said stock\nor securities, subject, however, to the instructions, if any, of the board of\ndirectors.\n\n      Section 7.04  Loans to Employees and Officers; Guaranty of Obligations of\n                    -----------------------------------------------------------\nEmployees and Officers.  The corporation may lend money to, or guarantee any\n----------------------                                                      \nobligation of, or otherwise assist any officer or other employee of the\ncorporation or of its subsidiary, including any officer or employee who is\ndirector of the corporation or its subsidiary, whenever, in the judgment of the\ndirectors, such loan, guaranty or assistance may reasonably be expected to\nbenefit the corporation.  The loan, guaranty or other assistance may be with or\nwithout interest, and may be unsecured, or secured in such manner as the board\nof directors shall approve, including, without limitation, a pledge of shares of\nstock of the corporation.  Nothing contained in this section shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of any corporation at\ncommon law or under any statute.\n\n      Section 7.05 Seal.  The corporate seal of the corporation shall be in such\n                   ----                                                         \nform as adopted by the board of directors, and any officer of the corporation\nmay, when and as required, affix or impress the seal, or a facsimile thereof, to\nor on any instrument or document of the corporation.\n\n      Section 7.06 Fiscal Year.  The fiscal year of the corporation shall be as\n                   -----------                                                 \nestablished by the board of directors.\n\n      Section 7.07 Amendments.  These bylaws may be amended or repealed and new\n                   ----------                                                  \nbylaws adopted by the board of directors or by the stockholders entitled to\nvote.\n\n                                     (END)\n\n                                      -19-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9573,9574],"class_list":["post-41560","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-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\/41560","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=41560"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41560"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41560"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41560"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}