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Title: |
Bylaws |
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Entities: |
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Date: |
2007 |
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Size: |
34KB total |
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Price: |
$37 |
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ID: |
#2843143 |
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BYLAWS
OF
IDEARC MEDIA SERVICES WEST INC.
TABLE OF CONTENTS
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ARTICLE I: OFFICES |
1 | |
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Section 1.1 - Registered Office |
1 | |
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Section 1.2 - Principal Office |
1 | |
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ARTICLE II: STOCKHOLDERS |
1 | |
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Section 2.1 - Annual Meeting |
1 | |
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Section 2.2 - Place of Meetings |
1 | |
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Section 2.3 - Special Meetings; How Called |
1 | |
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Section 2.4 - Notice of Stockholders Meetings |
1 | |
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Section 2.5 - Voting List |
2 | |
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Section 2.6 - Voting Rights |
2 | |
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Section 2.7 - Quorum |
2 | |
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Section 2.8 - Adjournment of Meetings |
2 | |
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Section 2.9 - Manner of Voting at Stockholders Meetings |
2 | |
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ARTICLE III: DIRECTORS |
3 | |
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Section 3.1 - Number, Qualifications and Term of Office |
3 | |
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Section 3.2 - First Regular Meeting |
3 | |
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Section 3.3 - Election of Officers |
3 | |
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Section 3.4 - Special Meetings; How Called; Notice |
3 | |
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Section 3.5 - Place of Meetings |
3 | |
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Section 3.6 - Organization |
3 | |
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Section 3.7 - Utilization of Conference Telephones |
4 | |
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Section 3.8 - Action Without a Meeting |
4 | |
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Section 3.9 - Quorum |
4 | |
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Section 3.10 - General Powers of Directors |
4 | |
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Section 3.11 - Specific Powers of Directors |
4 | |
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Section 3.12 - Compensation of Directors |
5 | |
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Section 3.13 - Resignations |
5 | |
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Section 3.14 - Removal |
6 | |
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Section 3.15 - Filling of Vacancies |
6 | |
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Section 3.16 - Increase or Decrease of Number of Directors |
6 | |
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ARTICLE IV: OFFICERS |
6 | |
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Section 4.1 - Number, Election and Qualification |
6 | |
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Section 4.2 - President |
6 | |
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Section 4.3 - Vice Presidents |
7 | |
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Section 4.4 - Secretary |
7 | |
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Section 4.5 - Treasurer |
7 | |
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Section 4.6 - Controller |
7 | |
i
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Section 4.7 - Assistant Secretaries, Assistant Treasurers, and Assistant Controllers |
8 | |
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Section 4.8 - Term of Office and Removal |
8 | |
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Section 4.9 - Compensation |
8 | |
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Section 4.10 - Delegation of Officers Duties |
8 | |
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Section 4.11 - Resignation |
8 | |
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Section 4.12 - Filling of Vacancies |
8 | |
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ARTICLE V: CAPITAL STOCK |
9 | |
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Section 5.1 - Certificate of Stock |
9 | |
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Section 5.2 - Transfer of Shares |
9 | |
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Section 5.3 - Dividends |
9 | |
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ARTICLE VI: MISCELLANEOUS PROVISIONS |
9 | |
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Section 6.2 - Seal |
9 | |
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Section 6.3 - Notice and Waiver of Notice |
9 | |
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Section 6.4 - Amendments |
10 | |
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Section 6.5 - Inter-Company Contracts |
10 | |
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Section 6.6 - Indemnification of Officers and Directors |
10 | |
ii
BYLAWS OF IDEARC MEDIA SERVICES WEST INC.
ARTICLE I: OFFICES
Section 1.1 - Registered Office - The registered office of Idearc Media Services West Inc. (hereinafter referred to as the Corporation), shall be at 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge is The Corporation Trust Company.
Section 1.2 - Principal Office - The Corporation shall also have an office at the Dallas/Fort Worth Airport, State of Texas, and may also have an office or offices at such other place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require. The Board of Directors may keep the books of the Corporation outside the State of Delaware, at any office or offices of the Corporation, or at any other place, as they may from time to time by resolution determine.
ARTICLE II: STOCKHOLDERS
Section 2.1 - Annual Meeting - The annual meeting of stockholders for the election of directors and the transaction of other business shall be held each calendar year during the month of February on such day and at such time as shall be designated from time to time by the Secretary of the Corporation and stated in the notice of the meeting or in a duly executed waiver of such notice of such meeting. At each annual meeting, the stockholders shall, by plurality vote, by written ballot, elect a Board of Directors, and shall transact such other business as may come before the meeting.
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