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Title: |
Bylaws |
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Date: |
2004 |
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Preview shows 6KB of 40KB total |
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$47 |
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ID: |
#1872967 |
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BYLAWS
OF
LANGUAGE LlNE SERVICES, INC.
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of Language Line Services, Inc. (the Corporation) in the State of Delaware shall be at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of the resident agent at such address is Corporation Service Company.
SECTION 1.02. Principal Office. The Corporation shall have its principal office at c/o Language Line, LLC, One Lower Ragsdale Drive, Building 2, Monterey, California 93940 or such other place as may be determined from time to time by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the Corporation shall be held at such place either within or without the State of Delaware as shall be fixed by the Board of Directors and specified in the respective notices or waivers of notice of said meetings.
SECTION 2.02. Annual Meetings.
(a) The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held at the principal office of the Corporation in the State of California, or such place as shall be fixed by the Board of Directors, at two oclock in the afternoon, local time, on the 20th day of April in each year, if not a legal holiday at the place where such meeting is to be held, and if a legal holiday, then on the next succeeding business day not a legal holiday at the same hour.
(b) In respect of the annual meeting for any particular year the Board of Directors may, by resolution fix a different day, time or place (either within or without the State of Delaware) for the annual meeting.
(c) If the election of directors shall not be held on the day designated herein or the day fixed by the Board, as the case may be, for any annual meeting, or on the day of any adjourned session thereof, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as conveniently may be. At such special meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.
SECTION 2.03. Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called at any time by the President or Chairman or by order of the Board of Directors and must be called by the Secretary upon the request in writing of any stockholder holding of record at least twenty-five percent of the outstanding shares of stock of the Corporation entitled to vote at such meeting.
SECTION 2.04. Notice of Meetings.
(a) Except as otherwise required by statute, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than ten days nor more then fifty days before the day on which the meeting is to be held by delivering written notice thereof to him personally or by mailing such notice, postage prepaid, addressed to him at his post-office address last shown in the records of the Corporation or by transmitting notice thereof to him at such address by telegraph, cable or any other available method. Every such notice shall state the time and place of the meeting and, in case of a special meeting, shall state briefly the purposes thereof.
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