{"id":41580,"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-worldcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-worldcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-worldcom-inc.html","title":{"rendered":"Bylaws &#8211; WorldCom Inc."},"content":{"rendered":"<pre>                                 RESTATED BYLAWS\n                                       OF\n                                 WORLDCOM, INC.\n\n                             (a Georgia Corporation)\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n                  The principal office of the corporation shall be located in\nClinton, Mississippi. The principal books of the corporation shall be kept at\nsuch principal office, with necessary books and records being kept at such other\nplace or places as the Board of Directors may from time to time determine. The\nregistered office of the corporation required by the Georgia Business\nCorporation Code shall be located within the State of Georgia. The corporation\nmay have such other offices, either within or without the State of Georgia, as\nthe Board of Directors may designate or as the business of the corporation may\nrequire from time to time.\n\n                                   ARTICLE II\n\n                                  SHAREHOLDERS\n\n                  Section 1. Annual Meeting. The annual meeting of the\nshareholders shall be held on the date and time fixed by the Board of Directors\nfor the purpose of electing directors and for the transaction of such other\nbusiness as may properly be brought before the meeting.\n\n                  Section 2. Special Meetings. Special meetings of the\nshareholders, for any purpose or purposes, unless otherwise prescribed by\nstatute, may be called by the Board of Directors or President, and shall be\ncalled by the President at the written request of the holders of not less than\nforty percent (40%) of all the votes entitled to be cast on any issue to be\nconsidered at the meeting (subject to any requirements or limitations imposed by\nthe corporation's Articles of Incorporation, by these Bylaws or by law), which\nwritten request must describe the purpose or purposes for which the special\nmeeting is to be held (which must be a proper subject for action by the\ncorporation's shareholders) and further comply with the provisions of Section 11\nof this Article II.\n\n                  Section 3. Place of Meeting. Meetings of the shareholders\nshall be held at such place as may be designated by the Board of Directors and\nstated in the notice of meeting.\n\n                  Section 4. Notice of Meeting. Written notice stating the\nplace, date and time of the meeting and, in case of a special meeting, the\npurpose or purposes for which the meeting is called, shall, unless otherwise\nprescribed by statute, be delivered to each shareholder of record entitled to\n\n\n\n\nvote at such meeting not less than ten (10) days or more than sixty (60) days\nbefore the date of the meeting.\n\n                  Section 5. Record Date. In order that the corporation may\ndetermine the shareholders entitled to notice of or to vote at any meeting of\nshareholders or any adjournment thereof, or entitled to receive payment of any\ndividend or other distribution or allotment of any rights, or entitled to\nexercise any rights in respect of any change, conversion or exchange of stock or\nfor the purpose of any other action, the Board of Directors may fix, in advance,\na record date, which shall not be more than seventy (70) days before the date of\nsuch meeting or action. If no record date is fixed, (i) the record date for\ndetermining shareholders entitled to notice of or to vote at a meeting of\nshareholders shall be at the close of business on the day before the day on\nwhich the first notice is given to such shareholders, and (ii) the record date\nfor determining shareholders for any other purpose shall be at the close of\nbusiness on the day which the Board of Directors authorizes the action. A\ndetermination of shareholders of record entitled to notice of or to vote at a\nmeeting of shareholders shall apply to any adjournment of the meeting, unless\nthe Board of Directors fixes a new record date. The Board of Directors is\nrequired to fix a new record date if the meeting is adjourned to a date more\nthan one hundred twenty (120) days after the date fixed for the original\nmeeting.\n\n                  Section 6. Voting Record. The officer or agent having charge\nof the stock transfer books for shares of the corporation shall make a complete\nrecord of the shareholders entitled to vote at each meeting of shareholders or\nany adjournment thereof, arranged by voting group in alphabetical order, with\nthe address of and the number of shares held by each. Such record shall be made\navailable for inspection by any shareholder at the time and place of the\nmeeting. Such record may also be copied by any shareholder, at such\nshareholder's expense, if (i) the demand is made in good faith and for a proper\npurpose that is reasonably relevant to such shareholder's legitimate interest as\na shareholder, (ii) the shareholder describes with reasonable particularity such\nshareholder's purpose and the records such shareholder desires to inspect, (iii)\nthe records are directly connected with this purpose, and (iv) the records are\nto be used only for the stated purpose.\n\n                  Section 7. Quorum. The holders of shares entitled to vote as a\nseparate voting group may take action on a matter at a meeting only if a quorum\nexists with respect to that matter. Unless the Articles of Incorporation or the\nGeorgia Business Corporation Code, as amended from time to time, provide\notherwise, the holders of a majority of the votes entitled to be cast on a\nmatter by the voting group constitute a quorum of that voting group for action\non that matter. Once a share is represented for any purpose at a meeting, the\nholder is deemed present for quorum purposes for the remainder of the meeting,\nunless a new record date is or must be set for an adjournment of such meeting.\n\n                  Section 8. Proxies. At all meetings of shareholders, a\nshareholder may vote in person or by proxy executed in writing by the\nshareholder or by his duly authorized attorney-in-fact or by a transmission\npermitted by law filed in accordance with the procedure established for the\nmeeting. Such proxy shall be filed with the Secretary of the corporation before\nor at the time of the meeting. No proxy shall be valid after eleven (11) months\nfrom the date of its execution, unless otherwise provided in the proxy. The\nappointment of a proxy is revocable by the shareholder, unless the appointment\nform conspicuously states that it is irrevocable and the appointment is coupled\nwith an interest.\n\n\n                                        2\n\n\n                  Section 9. Voting of Shares. Except as otherwise provided in\nthe Articles of Incorporation, directors shall be elected by a vote of the\nholders of common stock of the corporation, voting together as a single class.\nDirectors shall be elected by a plurality of the votes cast by shareholders\nentitled to vote in the election at a meeting at which a quorum is present.\nShareholder action on all other matters shall be approved if the votes cast in\nfavor of the action exceed the votes cast in opposition to such action, unless\notherwise provided by law or the Articles of Incorporation. If two or more\ngroups are entitled to vote separately on a matter, action on a matter is taken\nonly when approved by each voting group. Each outstanding share of the capital\nstock having voting power shall be entitled to the number of votes specified in\nthe Articles of Incorporation with respect to each matter submitted to a vote at\na meeting of shareholders.\n\n                  Section 10. Adjournment. When a meeting of shareholders is\nadjourned to another date, time or place, notice need not be given of the\nadjourned meeting if the new date, time and place are announced at the meeting\nbefore the adjournment; provided, however, that if a new record date is or must\nbe fixed under the Georgia Business Corporation Code, as amended from time to\ntime, or these Bylaws, a notice of the adjourned meeting must be given to\nshareholders as of the new record date. At the adjourned meeting the\nshareholders may transact any business which might have been transacted had a\nquorum been present at the time originally designated for the meeting.\n\n                  Section 11. Advance Notice of Nominations and Shareholder\nProposals. All nominations of individuals for election to the Board of Directors\nand proposals of business to be considered at any meeting of the shareholders\nshall be made as set forth in this Section 11.\n\n                  (a) Annual Meeting of Shareholders. (1) Nominations of\nindividuals for election to the Board of Directors and the proposal of business\nto be considered by the shareholders may be made at an annual meeting of\nshareholders (i) pursuant to the corporation's notice of meeting, (ii) by or at\nthe direction of the Board of Directors or a committee appointed by the Board of\nDirectors, or (iii) by any shareholder of the corporation who was a shareholder\nof record both at the time of giving of notice provided for in this Section 11\nand at the time of the meeting, who is entitled to vote at the meeting and who\ncomplied with the notice and other requirements set forth in this Section 11.\n\n            (2) For nominations or other business to be properly brought before\nan annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1)\nof this Section 11, the shareholder must have given timely notice thereof in\nwriting to the Secretary as hereinafter provided and, in the case of other\nbusiness, such other business must otherwise be a proper subject for action by\nthe corporation's shareholders. To be timely, a shareholder's notice shall be\ndelivered to the Secretary at the principal executive offices of the corporation\nand received not less than one hundred twenty (120) days nor more than one\nhundred fifty (150) days prior to the first anniversary of the preceding year's\nannual meeting; provided, however, that in the event that the date of the annual\nmeeting is advanced by more than thirty (30) days or delayed by more than sixty\n(60) days from such anniversary date, notice by the shareholder to be timely\nmust be so delivered and received not earlier than the 150th day prior to such\nannual meeting and not later than the close of business on the later of the\n120th day prior to such annual meeting or the tenth day following the day on\nwhich public announcement of the date of such meeting is first made. Such\nshareholder's notice shall set forth (i) as to each person whom the shareholder\nproposes to nominate for election or\n\n\n                                        3\n\n\nreelection as a director (a) the name, age, business and residential addresses,\nand principal occupation or employment of each proposed nominee, (b) the class\nand number of shares of capital stock of the corporation that are beneficially\nowned by such nominee on the date of such notice, (c) a description of all\narrangements or understandings between the shareholder and each nominee and the\nname of any other person or persons pursuant to which the nomination or\nnominations are to be made by the shareholder, (d) all other information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the \"Exchange Act\"), or any successor provision, and (e) the written consent of\neach proposed nominee to being named as a nominee in the proxy statement and to\nserve as a director of the corporation if so elected; (ii) as to any other\nbusiness that the shareholder proposes to bring before the meeting, a brief\ndescription of the business desired to be brought before the meeting, the\nreasons for conducting such business at the meeting and any material interest in\nsuch business of such shareholder and of the beneficial owner, if any, on whose\nbehalf the proposal is made; and (iii) as to the shareholder giving the notice\nand the beneficial owner, if any, on whose behalf the nomination or proposal is\nmade, (x) the name and address of such shareholder, as they appear on the\ncorporation's books, and of such beneficial owner, (y) the class and number of\nshares of stock of the corporation which are owned beneficially and of record by\nsuch shareholder and such beneficial owner, and (z) a representation that the\nshareholder intends to appear in person or by proxy at the meeting to nominate\nthe person or persons specified in the notice or to propose such other business.\nThe corporation may require any proposed nominee to furnish any information, in\naddition to that furnished pursuant to clause (i) above, it may reasonably\nrequire to determine the eligibility of the proposed nominee to serve as a\ndirector of the corporation.\n\n            (3) Notwithstanding anything in the second sentence of paragraph\n(a)(2) of this Section 11 to the contrary, in the event that the number of\ndirectors to be elected to the Board of Directors is increased and there is no\npublic announcement naming all of the nominees for director or specifying the\nsize of the increased Board of Directors made by the corporation at least one\nhundred thirty (130) days prior to the first anniversary of the preceding year's\nannual meeting, a shareholder's notice required by this Section 11(a) shall also\nbe considered timely, but only with respect to nominees for any new positions\ncreated by such increase, if it shall be delivered to and received by the\nSecretary at the principal executive offices of the corporation not later than\nthe close of business on the tenth day following the day on which such public\nannouncement is first made by the corporation.\n\n            (b) Special Meetings of Shareholders. Only such business shall be\nconducted, and only such proposals shall be acted upon, at a special meeting of\nshareholders as shall have been brought before such meeting pursuant to the\ncorporation's notice of meeting. Nominations of persons for election to the\nBoard of Directors may be made at a special meeting of shareholders at which\ndirectors are to be elected (i) by or at the direction of the Board of Directors\nor a committee appointed by the Board of Directors, or (ii) provided that the\nnotice of the special meeting states that the purpose or one of the purposes of\nthe special meeting is to elect directors at such special meeting, by any\nshareholder of the corporation who is a shareholder of record both at the time\nof giving of notice provided for in this Section 11 and at the time of the\nmeeting, who is entitled to vote at the meeting and who complied with the notice\nand other requirements set forth in this Section 11. In the event the\ncorporation calls a special meeting of shareholders for the purpose of electing\none or\n\n\n                                        4\n\n\nmore directors to the Board of Directors, any shareholder may nominate a person\nor persons (as the case may be) for election to such position as specified in\nthe corporation's notice of meeting, if a notice containing the same information\nas would be required under Section 11(a)(2) of this Article II for an annual\nmeeting is delivered to and received by the Secretary at the principal executive\noffices of the corporation not earlier than the 150th day prior to such special\nmeeting and not later than the close of business on the later of the 120th day\nprior to such special meeting or the tenth day following the day on which public\nannouncement is first made of the date of the special meeting and\/or of the\nnominees proposed by the Board of Directors or a committee appointed by the\nBoard of Directors to be elected at such meeting. Proposals of business other\nthan the nomination of persons for election to the Board of Directors may be\nconsidered at a special meeting requested by shareholders in accordance with\nSection 2 of this Article II only if the shareholders give a notice containing\nthe same information as would be required under Section 11(a)(2) of this Article\nII for an annual meeting at the time such shareholders requested the meeting.\n\n            (c) General. (1) Only such persons who are nominated in accordance\nwith the procedures set forth in this Section 11 shall be eligible to serve as\ndirectors and only such business shall be conducted at a meeting of shareholders\nas shall have been brought before the meeting in accordance with the procedures\nset forth in this Section 11. The Board of Directors may reject any nomination\nor shareholder proposal submitted for consideration at any meeting of\nshareholders which is not made in accordance with the provisions of this Section\n11 or which is not a proper subject for shareholder action in accordance with\nprovisions of applicable law. Alternatively, if the Board of Directors fails to\nconsider the validity of any nomination or shareholder proposal, the presiding\nofficer of the meeting shall have the power and duty to determine whether a\nnomination or any business proposed to be brought before the meeting was made in\naccordance with the provisions of this Section 11 and is a proper subject for\nshareholder action in accordance with provisions of applicable law and, if any\nproposed nomination or business is not in compliance with this Section 11 or not\na proper subject for shareholder action, to declare that such defective\nnomination or proposal be disregarded. This provision shall not prevent the\nconsideration and approval or disapproval at the meeting of reports of officers,\ndirectors and committees of the Board of Directors, but, in connection with such\nreports, no new business shall be acted upon at the meeting unless stated,\nsubmitted and received as herein provided.\n\n            (2) For purposes of this Section 11, \"public announcement\" shall\nmean disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press, Reuters or comparable news service or in a document publicly\nfiled by the corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act or any successor provision. In no\nevent shall the public announcement of a postponement or adjournment of a\nmeeting commence a new time period for the giving of a shareholder's notice\npursuant to this Section 11.\n\n            (3) Notwithstanding the foregoing provisions of this Section 11, a\nshareholder shall also comply with all applicable requirements of state law and\nof the Exchange Act and the rules and regulations thereunder with respect to the\nmatters set forth in this Section 11. Nothing in this Section 11 shall be deemed\nto affect any rights of shareholders to request inclusion of proposals in, or\nthe corporation's right to omit proposals from, the corporation's proxy\nstatement pursuant to Rule 14a-8 under the Exchange Act or any successor\nprovision.\n\n\n                                        5\n\n\n                                   ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n                  Section 1. Rights, Powers Duties, Rules and Procedures. The\npowers of the corporation shall be exercised, its business conducted and\nmanaged, and its property controlled under the direction of the Board of\nDirectors. Except to the extent prohibited by law, the Board of Directors shall\nhave the right (which, to the extent exercised, shall be exclusive) to establish\nthe rights, powers, duties, rules and procedures that from time to time shall\ngovern the Board of Directors and each of its members, including, without\nlimitation, the vote required for any action by the Board of Directors, and that\nfrom time to time shall affect the directors' power to manage the business and\naffairs of the corporation. Except to the extent required by law, no Bylaw shall\nbe adopted by shareholders which shall impair or impede the implementation of\nthe foregoing\n\n                  Section 2. Number, Tenure and Qualifications. The number of\ndirectors of the corporation shall be not less than three (3); the number\nthereof to be determined from time to time by the Board of Directors. Each\ndirector shall hold office until the next annual meeting of shareholders\nfollowing his election or appointment and until his successor shall have been\nelected and qualified or until his earlier resignation, removal from office, or\ndeath. A director need not be a resident of the State of Georgia or a\nshareholder of the corporation.\n\n                  Section 3. Nomination. Nominations for the election of\ndirectors shall be made as provided in Section 11 of Article II of these Bylaws.\n\n                  Section 4. Regular Meetings. A regular meeting of the Board of\nDirectors shall be held without notice other than this Bylaw immediately after,\nand at the same place as, the annual meeting of shareholders. The Board of\nDirectors may provide, by resolution, the time and place for the holding of\nadditional regular meetings without notice other than such resolution.\n\n                  Section 5. Special Meetings. Special meetings of the Board of\nDirectors may be called by or at the request of the Chairman of the Board, the\nPresident or a majority of directors. The person or persons authorized to call\nspecial meetings of the Board of Directors may fix any place as the place for\nholding any special meeting of the Board of Directors so called.\n\n                  Section 6. Chairman of the Board. The Chairman of the Board\nshall be chosen from among the members of the Board of Directors. If requested\nto do so, the Chairman of the Board shall preside at all meetings of the Board\nof Directors and shareholders. The Chairman of the Board shall perform such\nother duties as from time to time may be assigned by the Board of Directors.\n\n                  Section 7. Telephonic Meetings. Meetings of the Board of\nDirectors may be conducted by conference telephone or similar communications\nequipment by means of which all persons participating can hear each other, and\nparticipation in such a meeting shall constitute presence in person at such\nmeeting.\n\n                  Section 8. Notice of Meeting. Notice of any special meeting\nshall be given at least\n\n\n                                        6\n\n\none (1) day prior thereto. Notice is not required prior to any regular meeting\nof the Board of Directors. Any director may waive notice of any meeting. The\nattendance of a director at a meeting shall constitute a waiver of notice of\nsuch meeting, except where a director attends a meeting for the express purpose\nof objecting to the transaction of any business because the meeting is not\nlawfully called or convened. Neither the business to be transacted at, nor the\npurpose of any regular or special meeting of the Board of Directors need be\nspecified in the notice or waiver of notice of such meeting.\n\n                  Section 9. Adjournment. When a meeting of the Board of\nDirectors is adjourned to another time or place, notice need not be given of the\nadjourned meeting if the new time and place are fixed at the meeting at which\nthe adjournment is taken and if the period of adjournment does not exceed one\n(1) month in any one adjournment. At the adjourned meeting the Board of\nDirectors may transact any business which might have been transacted had a\nquorum been present at the time originally designated for the meeting.\n\n                  Section 10. Quorum and Voting. A quorum of the Board of\nDirectors consists of a majority of the number of directors fixed pursuant to\nthese Bylaws. The affirmative vote of a majority of the directors present at a\nmeeting at which a quorum is present shall be the act of the Board of Directors,\nexcept as otherwise may be specifically provided by law, by the Articles of\nIncorporation or by these Bylaws.\n\n                  Section 11. Action without a Meeting. Any action required or\npermitted to be taken by the Board of Directors at a meeting may be taken\nwithout a meeting if all members of the Board consent thereto in writing,\nsetting forth the action so taken, and there is an affirmative vote of the\nnumber of directors which would be necessary to authorize or take such action at\na meeting, evidenced in writing. The writing or writings are to be filed with\nthe minutes of the proceedings of the Board.\n\n                  Section 12. Vacancies. Any vacancy occurring on the Board of\nDirectors created by an increase in the number of directors by action of the\nshareholders shall be filled by the shareholders in the same manner as at an\nannual election. The Board of Directors shall fill any vacancy occurring on the\nBoard created by an increase in the number of directors by action of the Board\nor the removal or resignation of a director as set forth in Sections 14 and 15\nof this Article III, except such vacancy shall be filled pursuant to the\nArticles of Incorporation to the extent the Articles of Incorporation provide\nthat a class of shareholders may fill a vacancy created by the removal or\nresignation of a director elected by that class. A director elected to fill a\nvacancy shall hold office for the unexpired term of his predecessor.\n\n                  Section 13. Compensation. By resolution of the Board of\nDirectors, each director may be paid his expenses, if any, of attendance at each\nmeeting of the Board of Directors, and may be paid a stated salary as director,\nor a fixed sum for attendance at each meeting of the Board of Directors, or\nboth, payable in cash or securities of the corporation. No such payment shall\npreclude any director from serving the corporation in any other capacity and\nreceiving compensation therefor.\n\n                  Section 14. Removal. Any or all of the directors may be\nremoved with or without cause by majority vote of the shares represented at a\nmeeting of the shareholders at which a quorum is present.\n\n\n                                        7\n\n\n                  Section 15. Resignation. A director may resign at any time by\ndelivering written notice to the corporation, the Chairman of the Board, the\nBoard of Directors or the President. A resignation is effective when the notice\nis delivered unless the notice specifies a later effective date.\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n                  Section 1. Number. The officers of the corporation shall be a\nPresident and a Secretary, each of whom shall be elected by the Board of\nDirectors. The Board may also elect or appoint a Chairman of the Board, one or\nmore Vice Presidents (with or without a modified title such as \"Senior,\"\n\"Executive,\" or \"Assistant\"), an Assistant Secretary, a Treasurer, an Assistant\nTreasurer and such other officers and assistant officers as may be deemed\nnecessary. One person may hold any number of such offices, except the President\nmay not hold the office of Senior Vice President, Vice President, Secretary or\nAssistant Secretary, and the Secretary and Treasurer shall not hold the office\nof Assistant Secretary and Assistant Treasurer, respectively.\n\n                  Section 2. Election and Term of Office. The officers of the\ncorporation shall be elected from time to time by the Board of Directors, as it\ndeems advisable. Each officer shall hold office until his successor shall have\nbeen duly elected and qualified, or until his death, or until he shall resign or\nshall have been removed in the manner hereinafter provided.\n\n                  Section 3. Removal. The Board of Directors may remove any\nofficer or agent of the corporation at any time with or without cause. Removal\nof an officer or agent shall be without prejudice to the contract rights, if\nany, of the person so removed. Election or appointment of an officer or agent\nshall not of itself create any contract rights.\n\n                  Section 4. Resignation. Any officer may resign at any time by\ndelivering notice to the corporation. A resignation is effective when the notice\nis delivered unless the notice specifies a later effective date. If a\nresignation is made effective at a later date and the corporation accepts the\nfuture effective date, the Board of Directors may fill the pending vacancy\nbefore the effective date if it provides that the successor does not take office\nuntil the effective date. An officer's resignation does not affect the\ncorporation's contract rights, if any, with the officer.\n\n                  Section 5. Vacancies. A vacancy in any office because of\ndeath, resignation, removal, disqualification, or otherwise, may be filled by\nthe Board of Directors for the unexpired portion of the term. In the event of an\nabsence of any officer of the corporation, or for any other reason which the\nBoard of Directors may deem sufficient, the Board may delegate for the time\nbeing the powers or duties, or any of them, of such officer to any other officer\nor director, in connection with these Bylaws.\n\n                  Section 6. Salaries. The salaries of the officers shall be\nfixed from time to time by the Board of Directors, and no officer shall be\nprevented from receiving such salary by reason of the fact that he is also a\ndirector of the corporation.\n\n\n                                        8\n\n\n                  Section 7. President. The President shall be the chief\nexecutive officer of the corporation and, subject to the control of the Board of\nDirectors, shall be primarily responsible for the general management of the\nbusiness affairs of the corporation and for implementing the policies and\ndirectives of the Board of Directors, shall in general supervise and control all\nof the business and affairs of the corporation and shall see that all orders and\nresolutions of the Board of Directors are carried into effect, shall have\nauthority to make contracts on behalf of the corporation in the ordinary course\nof business of the corporation, shall preside at all meetings of the Board of\nDirectors and shareholders if requested to do so and shall perform such other\nduties as from time to time may be assigned by the Board of Directors.\n\n                  Section 8. The Vice Presidents. The Vice Presidents shall\nassist the President in the management of the business. During the absence or\ndisability of the President, the Vice Presidents in the order designated by the\nPresident or the Board of Directors, or in the absence of any designation, then\nin the order of their election, shall perform the duties of the President, and\nwhen so acting, shall have all the powers of and be subject to all the\nrestrictions upon the President. The Vice Presidents shall perform such other\nduties as from time to time may be assigned to them by the President.\n\n                  Section 9. The Secretary. The Secretary shall: (a) keep the\nminutes of the proceedings of the shareholders, the Board of Directors and the\nstanding committees in one or more books provided for that purpose; (b) see that\nall notices are duly given in accordance with the provisions of these Bylaws or\nas required by law; (c) be custodian of the corporate records and of the seal of\nthe corporation and see that the seal of the corporation is affixed to all\ndocuments, the execution of which on behalf of the corporation under its seal is\nduly authorized; (d) keep a register of the post office address of each\nshareholder which shall be furnished to the Secretary by such shareholder; (e)\nsign, with the President, certificates for shares of the corporation, the\nissuance of which shall have been authorized by resolution of the Board of\nDirectors; (f) have general charge of the stock transfer books of the\ncorporation; and (g) in general perform all duties incident to the office of\nSecretary and such other duties as from time to time may be assigned to him by\nthe Board of Directors or the President.\n\n                  Section 10. The Treasurer. The Treasurer shall be the chief\nfinancial officer of the corporation and shall have custody of all valuables.\nThe Treasurer shall: (a) have charge and custody of and be responsible for all\nfunds and securities of the corporation; (b) receive and give receipts for\nmonies due and payable to the corporation from any source whatsoever, and\ndeposit all such monies in the corporation's account(s); and (c) in general\nperform all of the duties incident to the office of Treasurer and such other\nduties as from time to time may be assigned to him by the President.\n\n                  Section 11. Assistant Secretaries and Assistant Treasurers.\nThe Assistant Secretaries may sign with the President certificates for shares of\nthe corporation, the issuance of which shall have been authorized by a\nresolution of the Board of Directors. The Assistant Treasurers shall, if\nrequired by the Board of Directors, give bonds for the faithful discharge of\ntheir duties in such sums and with such sureties as the Board of Directors shall\ndetermine. The Assistant Secretaries and Assistant Treasurers, in general, shall\nperform such duties as shall be assigned to them by the Secretary or the\nTreasurer, respectively, or the President.\n\n\n                                        9\n\n\n                                    ARTICLE V\n\n                   CERTIFICATES FOR SHARES AND THEIR TRANSFER\n\n                  Section 1. Certificates for Shares. Shares may be issued by\nthe corporation by the delivery of certificates representing such shares and in\nsuch form as shall be determined by the Board of Directors. Such certificates\nshall be signed by the President and by the Secretary or an Assistant Secretary.\nThe signature of such officers upon a certificate may be facsimiles. Each\ncertificate for shares shall be consecutively numbered or otherwise identified.\nThe name and address of the person to whom the shares represented thereby are\nissued, with the number and class of shares, the designation of the series, if\nany, the certificate represents, and date of issue, shall be entered on the\nstock transfer books of the corporation. All certificates surrendered to the\ncorporation for transfer shall be cancelled, and no new certificate shall be\nissued until the former certificate for a like number of shares shall have been\nsurrendered and cancelled, except that in case of a lost, destroyed, or\nmutilated certificate a new one may be issued therefor upon such terms and\nindemnity to the corporation as the President or the Board of Directors may\nprescribe.\n\n                  Section 2. Shares without Certificates. Shares of common stock\nof the corporation need not be represented by certificates. The Board of\nDirectors of the corporation may authorize the issuance of some or all of the\nshares of any or all of the corporation's other classes or series of stock\nwithout certificates. Any such authorization shall not affect shares already\nrepresented by certificates until such certificated shares are surrendered to\nthe corporation. Within a reasonable time after the issue or transfer of shares\nwithout certificates, the corporation shall send to the holder thereof a written\nstatement which includes: (1) the name of the corporation and that it is\norganized under the laws of the State of Georgia; (2) the name of the person to\nwhom the shares are issued; (3) the number and class and designation of the\nseries, if any, of the shares; and (4) any restrictions on the transfer or\nregistration of transfer of such shares.\n\n                  Section 3. Transfer of Shares. Transfers of shares of the\ncorporation shall be made only on the stock transfer books of the corporation by\nthe holder of record thereof or by his legal representative, who shall furnish\nproper evidence of his authority to transfer, or by his attorney thereunto\nauthorized by power of attorney duly executed and filed with the Secretary of\nthe corporation or a transfer agent or registrar, and on surrender for\ncancellation of the certificate for such shares, if a certificate representing\nsuch shares shall have been issued. The person in whose name shares stand on the\nbooks of the corporation shall be deemed by the corporation to be the owner\nthereof for all purposes.\n\n                                   ARTICLE VI\n\n                                   FISCAL YEAR\n\n                  The fiscal year of the corporation shall be determined and\nfixed by the Board of Directors.\n\n\n                                       10\n\n\n                                   ARTICLE VII\n\n                                 CORPORATE SEAL\n\n                  The Board of Directors of the corporation may adopt a\ncorporate seal for the corporation and when so adopted and impressed on the\nmargin hereof or the margin of the minutes of the meeting at which the seal is\nadopted, the same shall be and constitute the corporate seal of this\ncorporation, but unless and until such action be taken by the Board of\nDirectors, this corporation shall have no corporate seal. In the event that no\ncorporate seal is adopted, or if it is inconvenient to use such seal at any\ntime, the signature of the corporation followed by the word \"Seal\" enclosed in\nparentheses shall be deemed the seal of the corporation, but the absence of such\nseal on any instrument, or its addition thereto, shall not affect its character\nor validity or legal effect in any respect.\n\n                                  ARTICLE VIII\n\n                                WAIVER OF NOTICE\n\n                  Whenever any notice is required to be given to any shareholder\nor director of the corporation pursuant to law or under the provisions of the\nArticles of Incorporation or these Bylaws, a waiver thereof in writing signed by\nthe person or persons entitled to such notice delivered to the corporation and\nfiled in the corporation's minutes or corporate records, whether before or after\nthe time stated therein, shall be deemed equivalent to the giving of such\nnotice. A shareholder's or director's attendance at, or participation in, a\nmeeting shall constitute waiver of notice and consent to the consideration of\nmatters not described in any notice as set forth in the Georgia Business\nCorporation Code, as amended from time to time. Neither the business to be\ntransacted at, nor the purpose of, any meeting of the shareholders or directors\nis required to be specified in any waiver of notice.\n\n                                   ARTICLE IX\n\n                                   COMMITTEES\n\n                  Section 1. Appointment. The Board of Directors, by resolution\nadopted by a majority of all the directors in office when the action is taken,\nmay designate one or more of its members to constitute a committee. The\ndesignation of a committee and the delegation of authority thereto shall not\noperate to relieve the Board of Directors, or any member thereof, of any\nresponsibility imposed by law. The Board of Directors may designate one or more\ndirectors as alternate members of any committee, who may replace any absent or\ndisabled member at any meeting of the committee.\n\n                  Section 2. Tenure. The members of a committee serve at the\npleasure of the Board of Directors, which may at any time, for any or no reason,\nremove any individual committee member, increase or decrease the number of\nmembers of a committee, or terminate the existence of a committee. The\nmembership of a committee member shall terminate on the date of his removal,\nresignation or death. The Board of Directors may fill any vacancy on a committee\ncreated by\n\n\n                                       11\n\n\nremoval, resignation, death or an increase in the number of members of the\ncommittee.\n\n                  Section 3. Authority. All duly delegated committees may\nexercise such power and authority in the management of the business and affairs\nof the corporation as specified by resolution of the Board of Directors and to\nthe extent allowed by applicable law, the Articles of Incorporation and these\nBylaws and may have power to authorize the seal of the corporation to be affixed\nto all papers which may require it.\n\n                  Section 4. Executive Committee. The Board of Directors may\nappoint an Executive Committee which, to the extent permitted by law, shall have\nand may exercise when the Board of Directors is not in session all powers of the\nBoard of Directors regarding the supervision of the management of the business\nand affairs of the corporation. The Executive Committee shall be chaired by the\nPresident of the corporation.\n\n                                    ARTICLE X\n\n                    INDEMNIFICATION OF OFFICERS AND DIRECTORS\n\n                  Section 1. Definitions and References. Terms used in this\nArticle shall have the meanings assigned such terms in Part 5 of Article 8 of\nthe Georgia Business Corporation Code. Whenever in these Bylaws reference is\nmade to the Georgia Business Corporation Code generally or to a specific\nprovision of the Georgia Business Corporation Code, such reference shall be\ndeemed to refer to the Georgia Business Corporation Code or such provision as\namended from time to time or any successor provision.\n\n                  Section 2. Indemnification of and Advancement of Expenses to\nDirectors. The corporation shall indemnify and advance expenses to its directors\nto the fullest extent permitted under, and in accordance with, the corporation's\nArticles of Incorporation and the applicable provisions of Part 5 of Article 8\nof the Georgia Business Corporation Code.\n\n                  Section 3. Mandatory Indemnification of Officers. The\ncorporation shall indemnify and advance expenses to its officers who are not\ndirectors to the same extent as to directors under Section 2 of this Article X.\n\n                  Section 4. Permissive Indemnification of Employees and Agents.\nThe corporation may, to the extent and on such conditions as may be authorized\nby the Board of Directors, indemnify and advance expenses to its employees and\nagents who are not directors to the fullest extent permitted under, and in\naccordance with, Section 14-2-857 of the Georgia Business Corporation Code.\n\n                  Section 5. Advancement of Expenses of Officers, Employees and\nAgents. No advancement or reimbursement of expenses to officers, employees or\nagents in accordance with Sections 3 or 4 of this Article X shall be made unless\nthe proposed indemnitee furnishes the corporation a written affirmation of his\ngood faith belief that he has met the standard of conduct set forth in the\ncorporation's Articles of Incorporation with respect to directors, and he\nfurnishes the\n\n\n                                       12\n\n\ncorporation a written undertaking, executed personally or on his behalf, to\nrepay any advances if it is ultimately determined that he is not entitled to\nindemnification under this Article X or Part 5 of Article 8 of the Georgia\nBusiness Corporation Code.\n\n                  Section 6. Liability Insurance. The corporation may purchase\nand maintain insurance on behalf of an individual who is a director, officer,\nemployee or agent of the corporation or who, while a director, officer, employee\nor agent of the corporation, serves at the corporation's request as a director,\nofficer, partner, trustee, employee or agent of another domestic or foreign\ncorporation, partnership, joint venture, trust, employee benefit plan, or other\nentity against liability asserted against or incurred by him in that capacity or\narising from his status as a director, officer, employee, or agent, whether or\nnot the corporation would have power to indemnify or advance expenses to him\nagainst the same liability under this Article X or under Part 5 of Article 8 of\nthe Georgia Business Corporation Code.\n\n                  Section 7. Contract Rights. The right to indemnification and\nadvancement of expenses conferred hereunder to directors and officers shall be a\ncontract right and shall not be affected adversely to any director or officer by\nany amendment of these Bylaws with respect to any action or inaction occurring\nprior to such amendment; provided, however, that this provision shall not confer\nupon any indemnitee or potential indemnitee (in his capacity as such) the right\nto consent or object to any subsequent amendment of these Bylaws.\n\n                  Section 8. Nonexclusivity. The rights of a director or officer\nhereunder shall be in addition to any other rights with respect to\nindemnification, advancement of expenses or otherwise that he may have under\ncontract or the Georgia Business Corporation Code or otherwise.\n\n                  Section 9. Amendments. No amendment, modification or\nrescission of this Article X, or any provision hereof, the effect of which would\ndiminish the rights to indemnification or advancement of expenses as set forth\nherein shall be effective as to any director or officer of the corporation with\nrespect to any action taken or omitted by such person prior to such amendment,\nmodification or rescission.\n\n                  Section 10. Severability. To the extent that the provisions of\nthis Article X are held to be inconsistent with the provisions of Part 5 of\nArticle 8 of the Georgia Business Corporation Code, such provisions of such Code\nshall govern. In the event that any of the provisions of this Article X\n(including any provision within a single section, subsection, division or\nsentence) is held by a court of competent jurisdiction to be invalid, void or\notherwise unenforceable, the remaining provisions of this Article X shall remain\nenforceable to the fullest extent permitted by law.\n\n                                   ARTICLE XI\n\n                                   AMENDMENTS\n\n                  The Bylaws of the corporation may be altered, amended or\nrepealed, and new Bylaws may be adopted, by the shareholders at any annual or\nspecial meeting of the shareholders or by the Board of Directors at any regular\nor special meeting of the Board of Directors; provided, however,\n\n\n                                       13\n\n\nthat, the notice of such meeting shall specify that amendments to the Bylaws\nwill be considered at such meeting and shall summarize the proposed amendments;\nand provided further, that the Bylaws may not be altered, amended or repealed by\nthe Board of Directors to the extent: (1) the Articles of Incorporation or\napplicable law reserve the power to alter, amend or repeal a particular Bylaw\nexclusively to the shareholders, in whole or in part; or (2) the shareholders in\naltering, amending or repealing a particular Bylaw provide expressly that the\nBoard of Directors may not alter, amend or repeal that Bylaw.\n\n                                   ARTICLE XII\n\n                            ARTICLES OF INCORPORATION\n\n                  In the event that any provision of these Bylaws is\ninconsistent or in conflict with any provision contained in the corporation's\nArticles of Incorporation (including any amendment thereto setting forth the\npreferences, limitations and rights of any series or class of the corporation's\npreferred stock) the provision contained in the Articles of Incorporation shall\ngovern.\n\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9573,9574],"class_list":["post-41580","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-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\/41580","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=41580"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41580"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41580"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41580"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}