EXHIBIT 3(ii)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B Y L A W S
OF
BELL ATLANTIC CORPORATION
(a Delaware Corporation)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B Y L A W S
OF
BELL ATLANTIC CORPORATION
Table of Contents
-----------------
ARTICLE I
Offices and Fiscal Year.............................. 1
SECTION 1.01. Registered Office.................................... 1
-----------------
SECTION 1.02. Fiscal Year.......................................... 1
-----------
ARTICLE II
Notice - Waivers - Meetings.......................... 1
SECTION 2.01. Notice, What Constitutes............................. 1
------------------------
SECTION 2.02. Notice of Meetings of Board of Directors............. 1
----------------------------------------
SECTION 2.03. Notice of Meetings of Stockholders................... 2
----------------------------------
SECTION 2.04. Waivers of Notice.................................... 2
-----------------
SECTION 2.05. Exception to Requirements of Notice.................. 2
-----------------------------------
SECTION 2.06. Conference Telephone Meetings........................ 3
-----------------------------
ARTICLE III
Meetings of Stockholders............................. 3
SECTION 3.01. Place of Meeting..................................... 3
----------------
SECTION 3.02. Annual Meeting....................................... 3
--------------
SECTION 3.03. Special Meetings..................................... 3
----------------
SECTION 3.04. ▇▇▇▇▇▇, ▇▇▇▇▇▇ of Acting and Adjournment............. 3
----------------------------------------
SECTION 3.05. Organization......................................... 4
------------
SECTION 3.06. Voting............................................... 5
------
SECTION 3.07. Voting Lists......................................... 5
------------
SECTION 3.08. Inspectors of Election............................... 6
----------------------
ARTICLE IV
Board of Directors......................... 7
SECTION 4.01. Powers............................................... 7
------
SECTION 4.02. Number............................................... 7
------
SECTION 4.03. Term of Office....................................... 7
--------------
SECTION 4.04. Vacancies............................................ 7
---------
SECTION 4.05. Resignations......................................... 7
------------
SECTION 4.06. Organization......................................... 8
------------
SECTION 4.07. Place of Meeting..................................... 8
----------------
SECTION 4.08. Regular Meetings..................................... 8
----------------
SECTION 4.09. Special Meetings..................................... 8
----------------
SECTION 4.10. ▇▇▇▇▇▇, ▇▇▇▇▇▇ of Acting and Adjournment............. 8
----------------------------------------
SECTION 4.11. Committees of the Board.............................. 8
-----------------------
SECTION 4.12. Compensation of Directors............................ 9
-------------------------
SECTION 4.13. Qualifications and Election of Directors............. 9
----------------------------------------
i
SECTION 4.14. Voting of Stock...................................... 11
---------------
SECTION 4.15. Endorsement of Securities for Transfer............... 11
--------------------------------------
SECTION 4.16. Representation on Board of Directors................. 11
------------------------------------
ARTICLE V
Officers............................... 12
SECTION 5.01. Number, Qualifications and Designation............... 12
--------------------------------------
SECTION 5.02. Election and Term of Office.......................... 12
---------------------------
SECTION 5.03. Subordinate Officers, Committees and Agents.......... 12
-------------------------------------------
SECTION 5.04. The Chairman and Vice Chairman of the Board.......... 12
-------------------------------------------
SECTION 5.05. The Chairman of the Board............................ 12
-------------------------
SECTION 5.06. The President........................................ 13
-------------
SECTION 5.07. The Secretary........................................ 13
-------------
SECTION 5.08. The Treasurer........................................ 13
-------------
SECTION 5.09. Officers' Bonds...................................... 13
---------------
SECTION 5.10. Salaries............................................. 13
--------
SECTION 5.11. Employment Agreements................................ 13
---------------------
ARTICLE VI
Certificates of Stock, Transfer, Etc.................... 14
SECTION 6.01. Form and Issuance.................................... 14
-----------------
SECTION 6.02. Transfer............................................. 15
--------
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates.... 15
-------------------------------------------------
SECTION 6.04. Record Holder of Shares.............................. 15
-----------------------
SECTION 6.05. Determination of Stockholders of Record.............. 15
---------------------------------------
ARTICLE VII
General Provisions........................ 16
SECTION 7.01. Dividends............................................ 16
---------
SECTION 7.02. Contracts............................................ 16
---------
SECTION 7.03. Corporate Seal....................................... 16
--------------
SECTION 7.04. Checks, Notes, Etc................................... 17
-------------------
SECTION 7.05. Corporate Records.................................... 17
-----------------
SECTION 7.06. Amendment of Bylaws.................................. 17
-------------------
ii
B Y L A W S
OF
BELL ATLANTIC CORPORATION
(a Delaware Corporation)
ARTICLE I
Offices and Fiscal Year
SECTION 1.01. Registered Office.--The registered office of the corporation
-----------------
shall be in the City of Wilmington, County of New Castle, State of Delaware
until otherwise established by resolution of the board of directors, and a
certificate certifying the change is filed in the manner provided by statute.
SECTION 1.02. Fiscal Year.--The fiscal year of the corporation shall end
-----------
on the 31st day of December in each year.
ARTICLE II
Notice - Waivers - Meetings
SECTION 2.01. Notice, What Constitutes.--Whenever, under the provisions of
------------------------
the Delaware General Corporation Law ("GCL") or the certificate of incorporation
or of these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by telephone or facsimile transmission to the address (or to the
telex, TWX, facsimile or telephone number) of the person appearing on the books
of the corporation, or in the case of directors, supplied to the corporation for
the purpose of notice. If the notice is sent by mail, telegram or courier
service, it shall be deemed to be given when deposited in the United States mail
or with a telegraph office or courier service for delivery to that person or, in
the case of telex or TWX, when dispatched, or in the case of facsimile
transmission, when received.
SECTION 2.02. Notice of Meetings of Board of Directors.--Notice of a
----------------------------------------
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director in
person or by telephone or in writing at least 24 hours (in the case of notice in
person or by telephone, telex, TWX or facsimile transmission) or 48 hours (in
the case of notice by telegram, courier service or express mail) or five days
(in the case of notice by first class mail) before the time at which the meeting
is to be held. Every such notice shall state the time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the board need be specified in a notice of the meeting.
1
SECTION 2.03. Notice of Meetings of Stockholders.--Written notice of the
----------------------------------
place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the
meeting not less than ten nor more than 60 days before the date of the meeting.
Every notice of a special meeting shall state the purpose or purposes thereof.
If the notice is sent by mail, it shall be deemed to have been given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at the address of the stockholder as it appears on the records of
the corporation.
SECTION 2.04. Waivers of Notice.
-----------------
(a) Written Waiver.--Whenever notice is required to be given under any
--------------
provisions of the GCL or the certificate of incorporation or these Bylaws, a
written waiver, signed by the person or persons entitled to the notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice of such meeting.
(b) Waiver by Attendance.--Attendance of a person at a meeting, either in
--------------------
person or by proxy, shall constitute a waiver of notice of such meeting, except
where a person attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.
SECTION 2.05. Exception to Requirements of Notice.
-----------------------------------
(a) General Rule.--Whenever notice is required to be given, under any
------------
provision of the GCL or of the certificate of incorporation or these Bylaws, to
any person with whom communication is unlawful, the giving of such notice to
such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given.
(b) Stockholders Without Forwarding Addresses.--Whenever notice is
-----------------------------------------
required to be given, under any provision of the GCL or the certificate of
incorporation or these Bylaws, to any stockholder to whom (i) notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to such person during the period
between such two consecutive annual meetings, or (ii) all, and at least two,
payments (if sent by first class mail) of dividends or interest on securities
during a 12 month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If
any such person shall deliver to the
2
corporation a written notice setting forth the person's then current address,
the requirement that notice be given to such person shall be reinstated.
SECTION 2.06. Conference Telephone Meetings.--One or more directors may
-----------------------------
participate in a meeting of the board, or of a committee of the board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in
a meeting pursuant to this section shall constitute presence in person at such
meeting.
ARTICLE III
Meetings of Stockholders
SECTION 3.01. Place of Meeting.--All meetings of the stockholders of the
----------------
corporation shall be held at such place within or without the State of Delaware
as shall be designated by the board of directors in the notice of such meeting
(or by an officer calling a meeting pursuant to Section 3.02) in accordance with
Section 3.02 or 3.03.
SECTION 3.02. Annual Meeting.--The board of directors may fix and
--------------
designate the date and time of the annual meeting of the stockholders. At said
meeting the stockholders then entitled to vote shall elect directors and shall
transact such other business as may properly be brought before the meeting.
SECTION 3.03. Special Meetings.--Special meetings of the stockholders of
----------------
the corporation may be called at any time by the chairman of the board or a
majority of the board of directors. At any time, upon the written request of
any person or persons who have duly called a special meeting, which written
request shall state the purpose or purposes of the meeting, it shall be the duty
of the secretary to fix the date of the meeting which shall be held at such date
and time as the secretary may fix, not less than ten nor more than 60 days after
the receipt of the request, and to give due notice thereof. If the secretary
shall neglect or refuse to fix the time and date of such meeting and give notice
thereof, the person or persons calling the meeting may do so.
SECTION 3.04. Quorum, ▇▇▇▇▇▇ of Acting and Adjournment.
----------------------------------------
(a) Quorum.--The holders of a majority of the shares entitled to vote,
------
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these Bylaws. If a quorum is not present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At any such adjourned
meeting at which a quorum is present or represented, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
3
(b) ▇▇▇▇▇▇ of Acting.--Directors shall be elected by a plurality of the
----------------
votes of the shares present in person or represented by proxy and entitled to
vote at the meeting on the election of directors. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote and voting
thereon shall be the act of the stockholders, unless the question is one upon
which, by express provision of the applicable statute, the certificate of
incorporation or these Bylaws, a different vote is required in which case such
express provision shall govern and control the decision of the question. The
stockholders present in person or by proxy at a duly organized meeting can
continue to do business until adjournment, notwithstanding withdrawal of enough
stockholders to leave less than a quorum.
(c) Stockholder Proposals.--Nominations by stockholders of persons for
---------------------
election to the board of directors of the corporation may be made at an annual
meeting in compliance with Section 4.13 hereof. The proposal of other business
to be considered by the stockholders at an annual meeting of stockholders may be
made (i) pursuant to the corporation's notice of meeting, (ii) by or at the
direction of the board of directors, or (iii) by any stockholder of the
corporation pursuant to timely notice in writing to the secretary of the
corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 60 days prior to the meeting; provided, however, that in the event
-------- -------
that less than 75 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice to the secretary
shall set forth (a) as to the stockholder giving notice and the beneficial
owner, if any on whose behalf the proposal is made, (i) their name and record
address, and (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by each of them, and (b) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder giving notice and the beneficial owner, if
any, on whose behalf the proposal is made. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting. Only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this section.
(d) The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the meeting was not made
in accordance with the foregoing procedures and, in such event, the nomination
shall be disregarded. Any decision by the chairman of the meeting shall be
conclusive and binding upon all stockholders of the corporation for any purpose.
SECTION 3.05. Organization.--At every meeting of the stockholders, the
------------
chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following persons
present in the order stated: the president, the vice chairman, if one has been
appointed, a chairman
4
designated by the board of directors or a chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, shall act as chairman, and the
secretary, or, in the absence of the secretary, an assistant secretary, or in
the absence of the secretary and the assistant secretaries, a person appointed
by the chairman, shall act as secretary.
SECTION 3.06. Voting.
------
(a) General Rule.--Unless otherwise provided in the certificate of
------------
incorporation, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock having voting power held by such
stockholder.
(b) Voting and Other Action by Proxy.--
--------------------------------
(1) A stockholder may execute a writing authorizing another person or
persons to act for the stockholder as proxy. Such execution may be
accomplished by the stockholder or the authorized officer, director,
employee or agent of the stockholder signing such writing or causing his or
her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature. A stockholder may
authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission if such telegram,
cablegram or other means of electronic transmission sets forth or is
submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder.
(2) No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
(3) A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally.
SECTION 3.07. Voting Lists.--The officer who has charge of the stock
------------
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting. The list shall be arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be
5
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 3.08. Inspectors of Election.
----------------------
(a) Appointment.--All elections of directors shall be by written ballot;
-----------
the vote upon any other matter need not be by ballot. In advance of any meeting
of stockholders the board of directors may appoint one or more inspectors, who
need not be stockholders, to act at the meeting and to make a written report
thereof. The board of directors may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the person's best ability.
(b) Duties.--The inspectors shall ascertain the number of shares
------
outstanding and the voting power of each, shall determine the shares represented
at the meeting and the validity of proxies and ballots, shall count all votes
and ballots, shall determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
shall certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.
(c) Polls.--The date and time of the opening and the closing of the polls
-----
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.
(d) Reconciliation of Proxies and Ballots.--In determining the validity
-------------------------------------
and counting of proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those proxies, any
information transmitted in accordance with section 3.06, ballots and the regular
books and records of the corporation, except that the inspectors may consider
other reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of ▇▇▇▇▇, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the stockholder holds of record. If
the inspectors consider other reliable information for the limited purpose
permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b) shall specify the precise information considered by
them including the person or persons from whom they obtained the information,
when the information was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that such information is
accurate and reliable.
6
ARTICLE IV
Board of Directors
SECTION 4.01. Powers.--All powers vested by law in the corporation
------
shall be exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of, the board of directors.
SECTION 4.02. Number.--Subject to the provisions of the certificate
------
of incorporation, the board of directors shall consist of such number of
directors as may be determined from time to time by resolution adopted by a vote
of a majority of the entire board of directors.
SECTION 4.03. Term of Office. Directors of the corporation shall
--------------
hold office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified, except in the event of death,
resignation or removal.
SECTION 4.04. Vacancies.
---------
(a) Subject to the provisions of Section 4.16 hereof, vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and a director so
chosen shall hold office until the next annual election of the class for which
such director shall have been elected and until a successor is duly elected and
qualified. If there are no directors in office, then an election of directors
may be held in the manner provided by statute.
(b) Subject to the provisions of Section 4.16 hereof, whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.
(c) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the entire board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorship, or
to replace the directors chosen by the directors then in office.
SECTION 4.05. Resignations.--Any director may resign at any time upon
------------
written notice to the chairman, president or secretary of the corporation. The
resignation shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of resignation and,
unless otherwise specified in the notice, the acceptance of the resignation
shall not be necessary to make it effective.
7
SECTION 4.06. Organization.--At every meeting of the board of
------------
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the president, the vice
chairman, if one has been appointed, the vice presidents in their order of rank
and seniority, or a chairman chosen by a majority of the directors present,
shall preside, and the secretary, or, in the absence of the secretary, an
assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.
SECTION 4.07. Place of Meeting.--Meetings of the board of directors,
----------------
both regular and special, shall be held at such place within or without the
State of Delaware as the board of directors may from time to time determine, or
as may be designated in the notice of the meeting.
SECTION 4.08. Regular Meetings.--Regular meetings of the board of
----------------
directors shall be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors.
SECTION 4.09. Special Meetings.--Special meetings of the board of
----------------
directors shall be held whenever called by the chairman or by three or more of
the directors.
SECTION 4.10. Quorum, ▇▇▇▇▇▇ of Acting and Adjournment.
----------------------------------------
(a) General Rule.--At all meetings of the board one-third of the total
------------
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board of directors, except as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
(b) Unanimous Written Consent.--Unless otherwise restricted by the
-------------------------
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors may be taken without a meeting, if all
members of the board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board.
SECTION 4.11. Committees of the Board.
-----------------------
(a) Establishment.--The board of directors may, by resolution adopted
-------------
by a majority of the entire board, establish one or more other committees, each
committee to consist of one or more directors. The membership of each such
committee shall be in compliance with Section 4.16 hereof. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee and the alternate or
alternates, if any, designated for such
8
member, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.
(b) Powers.--Any such committee, to the extent provided in the
------
resolution establishing such committee, shall have and may exercise all the
power and authority of the board of directors in the management of the business
and affairs of the corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
such power or authority in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the GCL, fix the
designation and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of shares of any series),
adopting an agreement of merger or consolidation under Section 251, 252, 254,
255, 256, 257, 258, 263, or 264 of the GCL, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the Bylaws of the
corporation. Such committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors. Each
committee so formed shall keep regular minutes of its meetings and report the
same to the board of directors when required.
(c) Committee Procedures.--The term "board of directors" or "board,"
--------------------
when used in any provision of these Bylaws relating to the organization or
procedures of or the manner of taking action by the board of directors, shall be
construed to include and refer to any committee of the board.
SECTION 4.12. Compensation of Directors.--Unless otherwise restricted
-------------------------
by the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 4.13. Qualifications and Election of Directors.
----------------------------------------
(a) All directors of the corporation shall be natural persons of full
age, but need not be residents of Delaware or stockholders of the corporation.
Except in the case of vacancies, directors shall be elected by the stockholders.
If directors of more than one class are to be elected, each class of directors
to be elected at the meeting shall
9
be nominated and elected separately. No person who has reached 70 years of age
may be elected or appointed to a term of office as a director of the
corporation. The term of office of any director elected or appointed in
conformity with the preceding sentence shall continue (to the extent provided in
the certificate of incorporation and these Bylaws) after such director reaches
70 years of age.
(b) Nominations of persons for election to the board of directors of
the corporation may be made at a meeting of stockholders by or at the direction
of the board of directors, which shall, prior to the date of retirement of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Chairman of the Corporation (the "Retirement Date"), follow
the method for the selection of directors set forth in Section 4.16 of the
Bylaws.
(c) Nominations of persons for election to the board of directors of
the corporation may also be made by any stockholder of the corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 4.14 (c) and (d). Such nominations,
other than those made by or at the direction of the board, shall be made
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than 60 days prior
to the meeting; provided, however, that in the event that less than 75 days'
-------- -------
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice to the secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to the rules and regulations promulgated under
the Securities Exchange Act of 1934 as amended; and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and (ii)
the class and number of shares of capital stock of the corporation which are
beneficially owned by the stockholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation. No person shall be eligible for election as a
director by the stockholders of the corporation unless nominated in accordance
with the procedures set forth herein.
(d) The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the meeting was not made
in accordance with the foregoing procedures and, in such event, the nomination
shall be disregarded. Any decision by the chairman of the meeting shall be
conclusive and binding upon all stockholders of the corporation for any purpose.
10
SECTION 4.14. Voting of Stock. Unless otherwise ordered by the board
---------------
of directors, each of the chairman of the board, the president, and the
principal accounting officer (as identified in the corporation's most recent
report filed with the United States Securities and Exchange Commission) shall
have full power and authority, on behalf of the corporation, to attend and to
act and vote, in person or by proxy, at any meeting of the stockholders of any
company in which the corporation may hold stock, and at any such meeting shall
possess and may exercise any and all of the rights and powers incident to the
ownership of such stock which, as the owner thereof, the corporation might have
possessed and exercised if present. The board of directors, by resolution
adopted from time to time, may confer like powers upon any other person or
persons.
SECTION 4.15. Endorsement of Securities for Transfer. Each of the
--------------------------------------
chairman of the board, the president, and the principal accounting officer shall
have the power to endorse and deliver for sale, assignment or transfer
certificates for stock, bonds or other securities, registered in the name of or
belonging to the corporation, whether issued by the corporation or by any other
corporation, government, state or municipality or agency thereof; and the board
of directors from time to time may confer like power upon any other officer,
agent or person by resolution adopted from time to time. Every such endorsement
shall be countersigned by the treasurer or an assistant treasurer.
SECTION 4.16. Representation on Board of Directors.
------------------------------------
(a) The total number of persons serving on the board of directors
shall be twenty-two, half of whom shall be NYNEX Directors and half of whom
shall be Old Bell Atlantic Directors (as such terms are defined below). No more
than six of the twenty-two directors shall be employees of the corporation or
NYNEX Corporation ("NYNEX"); half of the employee directors shall be NYNEX
Directors and half shall be Old Bell Atlantic Directors.
(b) From August 14, 1997 until ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be the
Chairman of the corporation, the board of directors and each committee of the
board as constituted following each election of directors shall consist of an
equal number of NYNEX Directors and Old Bell Atlantic Directors, with vacancies
to be filled as provided in (c) and (d) below.
(c) If any person who was a director or officer of NYNEX and who was
elected as a director of the corporation on or prior to August 14, 1997 shall
have given notice to the corporation or to NYNEX on or prior to such date that
he or she declines such election, then the resulting vacancy may be filled (i)
by any person who was a director or officer of NYNEX or a NYNEX telephone
company on April 21, 1996 who is approved by a majority of the NYNEX Directors
and by a three-quarters vote of the entire board of directors or (ii) as
provided in (d) below.
(d) Except as otherwise provided in (c) above, if at any time during
the period referred to in (b) above, the number of NYNEX Directors and Old Bell
Atlantic Directors serving, or that would be serving following the next
stockholders' meeting at which directors are to be elected, as directors or as
members of any committee of the board, would not be equal, then, subject to the
fiduciary duties of the directors, the board of directors and the nominating
committee thereof shall nominate for election at the next stockholders' meeting
at which directors are to be elected, such person or persons as may be requested
by the remaining NYNEX Directors (if the number of NYNEX Directors is, or would
otherwise become, less than the number of Old Bell Atlantic Directors) or by the
remaining Old Bell Atlantic Directors (if the number of Old Bell Atlantic
Directors is, or would otherwise become, less than the number of NYNEX
Directors) to ensure that there shall be an equal number of NYNEX Directors and
Old Bell Atlantic Directors. The provisions of the preceding sentence shall not
apply in respect of any stockholders' meeting which takes place after the date
on which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ceases to be Chairman of the corporation, and prior to
such date, vacancies in the board of directors shall be filled only as permitted
by (c) above or by vote of the stockholders.
11
(e) The term "NYNEX Director" means (i) any person serving as a
director of NYNEX or of a NYNEX telephone company on April 21, 1996 who becomes
a director of the corporation and (ii) any person who becomes a director
pursuant to (c) or (d) above and who is designated by the NYNEX Directors; and
the term "Old Bell Atlantic Director" means (i) any person serving as a director
of the corporation on April 21, 1996 who continues as a director of the
corporation after the effective time of the merger of a wholly owned subsidiary
of the corporation with and into NYNEX and (ii) any person who becomes a
director pursuant to (c) or (d) above and who is designated by the Old Bell
Atlantic Directors.
(f) Any amendment to or modification of this Section 4.16 or of any
provision of these Bylaws which refers to this Section 4.16 shall require a
three-quarters vote of the entire board of directors.
ARTICLE V
Officers
SECTION 5.01. Number, Qualifications and Designation.--The officers
--------------------------------------
of the corporation shall be chosen by the board of directors and shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of section 5.03 of
this Article. Any number of offices may be held by the same person. Officers
may, but need not, be directors or stockholders of the corporation. The board
of directors may elect from among the members of the board a chairman of the
board and a vice chairman of the board.
SECTION 5.02. Election and Term of Office.--The officers of the
---------------------------
corporation, except those elected by delegated authority pursuant to section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office for a term of one year and until a successor
is elected and qualified, or until his or her earlier resignation or removal.
Any officer may resign at any time upon written notice to the corporation.
SECTION 5.03. Subordinate Officers, Committees and Agents.--The board
-------------------------------------------
of directors may from time to time elect such other officers and appoint such
committees, employees or other agents as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these Bylaws, or as the board of directors may from
time to time determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof, and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.
SECTION 5.04. The Chairman and Vice Chairman of the Board.--The
-------------------------------------------
chairman of the board, or in the absence of the chairman, the vice chairman of
the board, if there be one, shall preside at all meetings of the stockholders
and of the board of directors, and shall perform such other duties as may from
time to time be assigned to them by the board of directors.
SECTION 5.05. The Chairman of the Board.--The chairman of the board
-------------------------
shall have general supervision over the business and operations of the
corporation,
12
subject, however, to the control of the board of directors, and shall perform
all duties incidental to his office which may be required by law and all such
other duties as are properly required of him by the board of directors. He
shall make reports to the board of directors and the stockholders, and shall see
that all orders and resolutions of the board of directors and of any committee
thereof are carried into effect.
SECTION 5.06. The President.--The president shall, subject to the
-------------
Chairman, be the most senior executive of the corporation and shall assist the
Chairman of the board in the administration and operation of the corporation's
business and general supervision of its policies and affairs. The president
shall, in the absence of or because of the inability to act of the chairman of
the board, perform all duties of the chairman of the board and preside at all
meetings of stockholders and of the board of directors. The president shall
perform such other duties as may from time to time be assigned to him by the
board of directors or by the chairman of the board.
SECTION 5.07. The Secretary.--The secretary, or an assistant
-------------
secretary, shall attend all meetings of the stockholders and of the board of
directors and shall record the proceedings of the stockholders and of the
directors and of committees of the board in a book or books to be kept for that
purpose; shall see that notices are given and records and reports properly kept
and filed by the corporation as required by law; shall be the custodian of the
seal of the corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in general, shall
perform all duties incident to the office of secretary, and such other duties as
may from time to time be assigned by the board of directors or the chairman of
the board.
SECTION 5.08. The Treasurer.--The treasurer, or an assistant
-------------
treasurer, shall have or provide for the custody of the funds or other property
of the corporation; shall collect and receive or provide for the collection and
receipt of moneys earned by or in any manner due to or received by the
corporation; shall deposit all funds in his or her custody as treasurer in such
banks or other places of deposit as the board of directors may from time to time
designate; whenever so required by the board of directors, shall render an
account showing his or her transactions as treasurer and the financial condition
of the corporation; and, in general, shall discharge such other duties as may
from time to time be assigned by the board of directors or the chairman of the
board.
SECTION 5.09. Officers' Bonds.--No officer of the corporation need
---------------
provide a bond to guarantee the faithful discharge of the officer's duties
unless the board of directors shall by resolution so require a bond in which
event such officer shall give the corporation a bond (which shall be renewed if
and as required) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of office.
SECTION 5.10. Salaries.--The salaries of the officers and agents of
--------
the corporation elected by the board of directors shall be fixed from time to
time by the board of directors.
SECTION 5.11. Employment Agreements.--
---------------------
13
(a) Except as to the election to positions specifically provided
for in the employment agreements between the corporation and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and the corporation and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (each an "Employment Agreement," and
collectively, the "Employment Agreements"), which are expressly contemplated by
Section 7.10(b) of the Agreement and Plan of Merger dated as of April 21, 1996,
as amended and restated prior to the Effective Time under such Merger Agreement,
between the corporation and NYNEX Corporation, and until January 1, 1999, (i)
the election of any other person to such positions, or (ii) the removal or
replacement of Messrs. ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇ from one or more of those positions,
shall require a three-quarters vote of the entire board of directors.
Thereafter, such vote as is provided by Section 4.10 of these Bylaws shall be
required.
(b) Any amendment to or modification of either of the Employment
Agreements or of this Section 5.11 shall require a three-quarters vote of the
entire board of directors.
ARTICLE VI
Certificates of Stock, Transfer, Etc.
SECTION 6.01. Form and Issuance.
-----------------
(a) Issuance.--The shares of the corporation shall be represented by
--------
certificates unless the board of directors shall by resolution provide that some
or all of any class or series of stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the corporation. Notwithstanding the adoption of
any resolution providing for uncertificated shares, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors, or the
president or vice president, and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary, representing the number of shares
registered in certificate form.
(b) Form and Records.--Stock certificates of the corporation shall be
----------------
in such form as approved by the board of directors. The stock record books and
the blank stock certificate books shall be kept by the secretary or by any
agency designated by the board of directors for that purpose. The stock
certificates of the corporation shall be numbered and registered in the stock
ledger and transfer books of the corporation as they are issued.
(c) Signatures.--Any of or all the signatures upon the stock
----------
certificates of the corporation may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.
14
SECTION 6.02. Transfer.--Transfers of shares shall be made on the
--------
share register or transfer books of the corporation upon surrender of the
certificate therefor, endorsed by the person named in the certificate or by an
attorney lawfully constituted in writing. No transfer shall be made which would
be inconsistent with the provisions of Article 8, Title 6 of the Delaware
Uniform Commercial Code-Investment Securities.
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates.--The
-------------------------------------------------
board of directors may direct a new certificate of stock or uncertificated
shares to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or the legal representative of the owner,
to give the corporation a bond sufficient to indemnify against any claim that
may be made against the corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate or
uncertificated shares.
SECTION 6.04. Record Holder of Shares.--The corporation shall be
-----------------------
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
SECTION 6.05. Determination of Stockholders of Record.
---------------------------------------
(a) Meetings of Stockholders.--In order that the corporation may
------------------------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which record
date shall not be more than 60 nor less than ten days before the date of such
meeting. If no record date is fixed by the board of directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.
(b) Consent of Stockholders.--In order that the corporation may
-----------------------
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than ten
days after the date upon which the resolution
15
fixing the record date is adopted by the board of directors. If no record date
has been fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by the GCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the board
of directors and prior action by the board of directors is required by the GCL,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.
(c) Dividends.--In order that the corporation may determine the
---------
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.
ARTICLE VII
General Provisions
SECTION 7.01. Dividends.--Subject to the restrictions contained in
---------
the GCL and any restrictions contained in the certificate of incorporation, the
board of directors may declare and pay dividends upon the shares of capital
stock of the corporation.
SECTION 7.02. Contracts.--Except as otherwise provided in these
---------
Bylaws, the board of directors may authorize any officer or officers including
the chairman and vice chairman of the board of directors, or any agent or
agents, to enter into any contract or to execute or deliver any instrument on
behalf of the corporation and such authority may be general or confined to
specific instances. Any officer so authorized may, unless the authorizing
resolution otherwise provides, delegate such authority to one or more
subordinate officers, employees or agents, and such delegation may provide for
further delegation.
SECTION 7.03. Corporate Seal.--The corporation shall have a corporate
--------------
seal, which shall have inscribed thereon the name of the corporation, the year
of its organization and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
16
SECTION 7.04. Checks, Notes, Etc.--All checks, notes and evidences of
-------------------
indebtedness of the corporation shall be signed by such person or persons as the
board of directors may from time to time designate.
SECTION 7.05. Corporate Records.
-----------------
(a) Examination by Stockholders.--Every stockholder shall, upon
---------------------------
written demand under oath stating the purpose thereof, have a right to examine,
in person or by agent or attorney, during the usual hours for business, for any
proper purpose, the stock ledger, list of stockholders, books or records of
account, and records of the proceedings of the stockholders and directors of the
corporation, and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder.
In every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be directed
to the corporation at its registered office in Delaware or at its principal
place of business. Where the stockholder seeks to inspect the books and records
of the corporation, other than its stock ledger or list of stockholders, the
stockholder shall first establish (1) that the stockholder has complied with the
provisions of this section respecting the form and manner of making demand for
inspection of such documents; and (2) that the inspection sought is for a proper
purpose. Where the stockholder seeks to inspect the stock ledger or list of
stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that
the inspection sought is for an improper purpose.
(b) Examination by Directors.--Any director shall have the right to
------------------------
examine the corporation's stock ledger, a list of its stockholders and its other
books and records for a purpose reasonably related to the person's position as a
director.
SECTION 7.06. Amendment of Bylaws.--Except as otherwise provided
-------------------
herein, these Bylaws may be altered, amended or repealed or new Bylaws may be
adopted either (1) by vote of the stockholders at a duly organized annual or
special meeting of stockholders in accordance with the certificate of
incorporation, or (2) by vote of a majority of the entire board of directors at
any regular or special meeting of directors if such power is conferred upon the
board of directors by the certificate of incorporation.
17