AMENDED AND RESTATED

BYLAWS

 

 

OF

 

 

iPCS, INC.

 

 

(A DELAWARE CORPORATION)

 

Amended and Restated as of February 3, 2006

 



 

ARTICLE I

OFFICES

 

SECTION 1.

REGISTERED OFFICE

 

SECTION 2.

OTHER OFFICES

 

ARTICLE II

CORPORATE SEAL

 

SECTION 3.

CORPORATE SEAL

 

ARTICLE III

STOCKHOLDERS’ MEETINGS

 

SECTION 4.

PLACE OF MEETINGS

 

SECTION 5.

ANNUAL MEETING

 

SECTION 6.

SPECIAL MEETINGS

 

SECTION 7.

NOTICE OF MEETINGS

 

SECTION 8.

QUORUM

 

SECTION 9.

ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

 

SECTION 10.

VOTING RIGHTS

 

SECTION 11.

JOINT OWNERS OF STOCK

 

SECTION 12.

LIST OF STOCKHOLDERS

 

SECTION 13.

ACTION WITHOUT MEETING

 

SECTION 14.

ORGANIZATION

 

ARTICLE IV

DIRECTORS

 

SECTION 15.

NUMBER

 

SECTION 16.

POWERS

 

SECTION 17.

TERM OF OFFICE

 

SECTION 18.

VACANCIES

 

SECTION 19.

RESIGNATION

 

SECTION 20.

REMOVAL

 

SECTION 21.

MEETINGS

 

(a)

ANNUAL MEETINGS

 

(b)

REGULAR OR SPECIAL MEETINGS

 

(c)

TELEPHONE MEETINGS

 

(d)

NOTICE OF MEETINGS

 

(e)

WAIVER OF NOTICE

 

SECTION 22.

QUORUM AND VOTING

 

SECTION 23.

ACTION WITHOUT MEETING

 

SECTION 24.

FEES AND COMPENSATION

 

SECTION 25.

COMMITTEES

 

(a)

COMMITTEES

 

 

 

 

 

 

 

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(b)

TERM

 

(c)

MEETINGS

 

SECTION 26.

ORGANIZATION

 

ARTICLE V

OFFICERS

 

SECTION 27.

OFFICERS DESIGNATED

 

SECTION 28.

TENURE AND DUTIES OF OFFICERS

 

(a)

GENERAL

 

(b)

DUTIES OF CHIEF EXECUTIVE OFFICER

 

(c)

DUTIES OF PRESIDENT

 

(d)

DUTIES OF CHIEF FINANCIAL OFFICER

 

(e)

DUTIES OF EXECUTIVE VICE PRESIDENTS

 

(f)

DUTIES OF SENIOR VICE PRESIDENTS

 

(g)

DUTIES OF VICE PRESIDENTS

 

(h)

DUTIES OF TREASURER

 

(i)

DUTIES OF CONTROLLER

 

(j)

DUTIES OF SECRETARY

 

SECTION 29.

DELEGATION OF AUTHORITY

 

SECTION 30.

RESIGNATIONS

 

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

 

SECTION 31.

EXECUTION OF CORPORATE INSTRUMENTS

 

SECTION 32.

VOTING OF SECURITIES OWNED BY THE CORPORATION

 

ARTICLE VII

SHARES OF STOCK

 

SECTION 33.

FORM AND EXECUTION OF CERTIFICATES

 

SECTION 34.

LOST CERTIFICATES

 

SECTION 35.

TRANSFERS

 

SECTION 36.

FIXING RECORD DATES

 

SECTION 37.

REGISTERED STOCKHOLDERS

 

ARTICLE VIII

DIVIDENDS

 

SECTION 38.

DECLARATION OF DIVIDENDS

 

SECTION 39.

DIVIDEND RESERVE

 

SECTION 40.

FISCAL YEAR

 

ARTICLE X

NOTICES

 

SECTION 41.

NOTICES

 

(a)

NOTICE TO STOCKHOLDERS

 

(b)

NOTICE TO DIRECTORS

 

 

 

 

 

 

 

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(c)

AFFIDAVIT OF MAILING

 

(d)

TIME NOTICES DEEMED GIVEN

 

(e)

METHODS OF NOTICE

 

(f)

FAILURE TO RECEIVE NOTICE

 

(g)

NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

 

(h)

NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS

 

ARTICLE XI

AMENDMENTS

 

SECTION 42.

AMENDMENTS

 

 

 

 

 

 

 

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AMENDED AND RESTATED

BYLAWS

 

OF

 

iPCS, INC.
(a Delaware Corporation)

 

ARTICLE I

OFFICES

 

SECTION 1.  REGISTERED OFFICE.  The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

 

SECTION 2.  OTHER OFFICES.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

CORPORATE SEAL

 

SECTION 3.  CORPORATE SEAL.  The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ARTICLE III

STOCKHOLDERS’ MEETINGS

 

SECTION 4.  PLACE OF MEETINGS.  Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

 

SECTION 5.  ANNUAL MEETING.

 

(a)                                  The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors; provided, however, that, except as may be otherwise required by the rules of any applicable securities exchange, the Securities and Exchange Commission or applicable law, the 2006 annual meeting of the corporation shall be held no earlier than May 1, 2006.

 

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(b)                                 At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder of the corporation (i) who is a stockholder of record on the record date for the determination of stockholders entitled to vote at such meeting, on the date such stockholder provides timely notice to the corporation as provided herein and on the date of the annual meeting and (ii) who complies with the notice procedures set forth in this paragraph (b). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) calendar days and not more than one hundred twenty (120) calendar days prior to the anniversary date of the corporation’s preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public announcement in a press release or in a filing with the Securities and Exchange Commission of the date of the annual meeting was made, whichever occurs first. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business, (v) notice whether the stockholder intends to solicit proxies in connection with the proposed matter and (vi) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his, her or its capacity as a proponent of a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

 

(c)                                  Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. 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 or by any stockholder of the corporation entitled to vote in the election of directors at the meeting (i) who is a stockholder of record on the record date for the determination of stockholders entitled to vote at such meeting, on the date such

 

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stockholder provides timely notice to the corporation as provided herein and on the date of the annual meeting and (ii) who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph 5(c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

 

(d)                                 For purposes of this Section 5, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

 

SECTION 6.  SPECIAL MEETINGS.

 

(a)                                  Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, solely and exclusively by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the President, (iv) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or (v) the Secretary upon receipt of a proper request from persons holding at least thirty-three and two-thirds percent (33-2/3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote at such meeting (the “Voting Stock”), and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

 

(b)                                 If persons holding at least thirty-three and two-thirds percent (33-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock call a special meeting of the stockholders of the corporation, the request shall: (i) be in writing; (ii) specify the specific

 

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nature of the business proposed to be transacted at such meeting; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the Secretary.  The Secretary shall, in accordance with the provisions of Section 7 of these Bylaws, promptly call a special meeting of the stockholders of the corporation to transact the business specified in such request; provided, however, that no special meeting of the stockholders of the corporation pursuant to such a request will be required to be convened if (x) the Board of Directors calls an annual or special meeting of the stockholders of the corporation to be held not later than ninety (90) calendar days after receipt by the Secretary of such a request by the stockholders of the corporation and (y) the business proposed to be transacted at such annual or special meeting of the stockholders of the corporation includes the business specified in such request by the stockholders of the corporation.

 

(c)                                  No business may be transacted at a special meeting other than as specified in the notice for such meeting. Upon determination of the time and place of the meeting, the Board of Directors shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

 

SECTION 7.  NOTICE OF MEETINGS.  Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting.

 

SECTION 8.  QUORUM.  At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting until the meeting is duly reconvened and a quorum is present. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

 

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SECTION 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (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.

 

SECTION 10.  VOTING RIGHTS.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law, provided, however, that no stockholder may name more than two persons as proxies to attend and vote such stockholder’s shares at any meeting of stockholders.  An agent so appointed need not be a stockholder.

 

SECTION 11.  JOINT OWNERS OF STOCK.  If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one votes, such person’s act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery or such other court as may have jurisdiction for relief as provided in Section 217(b) of the General Corporation Law of Delaware. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

 

SECTION 12.  LIST OF STOCKHOLDERS.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, 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 (10) 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 specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

 

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SECTION 13.  ACTION WITHOUT MEETING.  No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent.

 

SECTION 14.  ORGANIZATION.

 

(a)                                  At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the chairman of the meeting, shall act as secretary of the meeting.

 

(b)                                 The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

 

ARTICLE IV

DIRECTORS

 

SECTION 15.  NUMBER .  The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation.  The Board of Directors shall, by a majority vote of the directors, appoint a Chairman of the Board of the Directors, which Chairman of the Board of Directors shall have such duties as set forth in these Bylaws or as otherwise determined by the Board of Directors.  Notwithstanding the previous sentence, until at least the 2006 annual meeting of the stockholders of the corporation, Robert Katz (“RK”) shall serve as the Chairman of the Board of Directors (if RK is willing and able to serve in such capacity and is otherwise a director during such time) unless, prior to the 2006 annual meeting of the stockholders of the corporation, both a majority of the Horizon Directors and a majority of the iPCS Directors determine, in such directors’ independent business judgment, that it would be inconsistent with such directors’ fiduciary duties to the stockholders of the corporation for RK to continue as Chairman of the Board of Directors, in which case RK shall be removed as Chairman

 

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of the Board of Directors and the Chairman of the Board of Directors shall be determined in accordance with the previous sentence.

 

SECTION 16.  POWERS.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

 

SECTION 17.  TERM OF OFFICE.  Except as set forth in the Certificate of Incorporation, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

SECTION 18.  VACANCIES.  Subject to the rights of the holders of any series of Preferred Stock and to the provisions set forth in paragraph (4) of Article V.A. of the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors may, except as otherwise provided by law, be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, or by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the Voting Stock.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

 

SECTION 19.  RESIGNATION.  Any director may resign at any time by delivering his or her written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  Except as provided in the Certificate of Incorporation (including, without limitation, paragraph (4) of Article V.A thereof), when one or more directors shall resign from the Board of Directors, effective at a future date, such vacancy or vacancies may, except as otherwise provided by law, be filled by the affirmative vote of a majority of the directors then in office, including those who have so resigned, or by a sole remaining director, or by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the Voting Stock, in each case, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his or her successor shall have been duly elected and qualified.

 

SECTION 20.  REMOVAL.  Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Voting Stock.

 

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SECTION 21.  MEETINGS.

 

(a)                                  ANNUAL MEETINGS.  The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such meeting of stockholders is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

 

(b)                                 REGULAR OR SPECIAL MEETINGS.  Unless otherwise restricted by the Certificate of Incorporation, regular or special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware by resolution of the Board of Directors or whenever called by the Chairman of the Board, the Chief Executive Officer or the President.

 

(c)                                  TELEPHONE MEETINGS.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

 

(d)                                 NOTICE OF MEETINGS.  Notice of the time and place of all meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, e-mail, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director (i) by overnight delivery, charges prepaid, at least two (2) days before the date of the meeting or (ii) by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

(e)                                  WAIVER OF NOTICE.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

 

SECTION 22.  QUORUM AND VOTING.

 

(a)                                  Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

 

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(b)                                 At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote is required by law, the Certificate of Incorporation or these Bylaws.

 

SECTION 23.  ACTION WITHOUT MEETING.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

 

SECTION 24.  FEES AND COMPENSATION.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefore.

 

SECTION 25.  COMMITTEES.

 

(a)                                  COMMITTEES.  The Board of Directors may, by resolution, from time to time appoint committees as may be permitted by law. Such committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees.

 

(b)                                 TERM.  Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member’s term on the Board of Directors. The Board of Directors may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors 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, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

 

(c)                                  MEETINGS.  Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such

 

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regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

 

SECTION 26.  ORGANIZATION.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, an Assistant Secretary directed to do so by the chairman of the meeting, shall act as secretary of the meeting.

 

ARTICLE V

OFFICERS

 

SECTION 27.  OFFICERS DESIGNATED.

 

(a)                                  The officers of the corporation shall be the Chief Executive Officer, the President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller and such Assistant Treasurers and Assistant Secretaries as the Board of Directors may elect or the Chairman of the Board of Directors and the Chief Executive Officer, acting together, may appoint.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.

 

(b)                                 The Board of Directors shall elect the Chief Executive Officer, the President and any Executive Vice President, and may elect any other officer.  The Chairman of the Board of Directors and the Chief Executive Officer, acting together, may appoint any officer other than the Chief Executive Officer, the President and any Executive Vice President.  Each year, the Board of Directors shall elect officers at the first meeting of the Board of Directors held after the annual meeting of stockholders.  If the Board of Directors does not elect officers at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each year, immediately following the election of officers by the Board of Directors, or as soon thereafter as conveniently may be, the Chairman of the Board of Directors and the Chief Executive Officer, acting together, shall appoint such additional officers within the scope of their authority as they may deem necessary or appropriate.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

 

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Notwithstanding anything to the contrary contained in the Certificate of Incorporation, these Bylaws or otherwise (but subject to the provisions of Section 28(a) of these Bylaws), until at least the 2006 annual meeting of the stockholders of the corporation, Timothy M. Yager (“TY”) shall serve as the Chief Executive Officer (if such individual is willing and able to serve in such capacity during such time).

 

SECTION 28.  TENURE AND DUTIES OF OFFICERS.

 

(a)                                  GENERAL.  All officers shall hold office until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer may be removed at any time with or without cause by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby; provided, however, that prior to the 2006 annual meeting of the stockholders of the corporation, TY may be removed as Chief Executive Officer only if both a majority of the Horizon Directors and a majority of the iPCS Directors determine, in such directors’ independent business judgment, that it would be inconsistent with such directors’ fiduciary duties to the stockholders of the corporation for TY to continue as Chief Executive Officer.  Any officer appointed by the Chairman of the Board of Directors and the Chief Executive Officer, acting together, may be removed at any time with or without cause by such persons acting together whenever in their judgment the best interests of the corporation will be served thereby.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors for the unexpired portion of the term.  A vacancy in any office within the scope of the authority of the Chairman of the Board of Directors and the Chief Executive Officer, acting together, may be filled by such persons acting together.

 

(b)                                 DUTIES OF CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  The Chief Executive Officer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

 

(c)                                  DUTIES OF PRESIDENT.  The President shall perform the duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or, if the Chief Executive Officer is not also the President, the Chief Executive Officer shall designate from time to time.

 

(d)                                 DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties

 

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commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

 

(e)                                  DUTIES OF EXECUTIVE VICE PRESIDENTS.  The Executive Vice Presidents shall perform such duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.

 

(f)                                    DUTIES OF SENIOR VICE PRESIDENTS.  The Senior Vice Presidents shall perform such duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.

 

(g)                                 DUTIES OF VICE PRESIDENTS.  The Vice Presidents shall perform such duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or an Executive Vice President shall designate from time to time.

 

(h)                                 DUTIES OF TREASURER.  The Treasurer shall administer the investing, financing, insurance and credit activities of the corporation.  The Treasurer shall perform all other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.  The Chief Executive Officer, the President or the Chief Financial Officer may direct any Assistant Treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.

 

(i)                                     DUTIES OF CONTROLLER.  The Controller shall conduct the accounting activities of the corporation, including the maintenance of the corporation’s general and supporting ledgers, books of account and operating budgets and the preparation and consolidation of the corporation’s financial statements.  The Controller shall perform all other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.  The Chief Executive Officer, the President or the Chief Financial Officer may direct any Assistant Controller to assume and perform the duties of the Controller in the absence or disability of the Controller, and each Assistant Controller shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.

 

(j)                                     DUTIES OF SECRETARY.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any

 

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committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer or the President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.

 

SECTION 29.  DELEGATION OF AUTHORITY.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

 

SECTION 30.  RESIGNATIONS.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

 

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

 

SECTION 31.  EXECUTION OF CORPORATE INSTRUMENTS.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.

 

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

 

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

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SECTION 32.  VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President.

 

ARTICLE VII

SHARES OF STOCK

 

SECTION 33.  FORM AND EXECUTION OF CERTIFICATES.  Certificates for the shares of stock of the corporation shall be in such form as is determined by the Board of Directors, subject to applicable law. Each such certificate shall be numbered and its issuance recorded in the books of the corporation, and such certificate shall exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the corporation by the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

 

SECTION 34.  LOST CERTIFICATES.  A new certificate or certificates shall be issued in place of any certificate or certificates 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. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

 

SECTION 35.  TRANSFERS.

 

(a)                                  Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

 

(b)                                 The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

 

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SECTION 36.  FIXING RECORD DATES.

 

(a)                                  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, in advance, 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 sixty (60) nor less than ten (10) 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; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

(b)                                 In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or 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, in advance, 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 sixty (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.

 

SECTION 37.  REGISTERED STOCKHOLDERS.  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 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.

 

ARTICLE VIII

DIVIDENDS

 

SECTION 38.  DECLARATION OF DIVIDENDS.  Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

 

SECTION 39.  DIVIDEND RESERVE.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think

 

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conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in its sole discretion.

 

ARTICLE IX

FISCAL YEAR

 

SECTION 40.  FISCAL YEAR.  The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.

 

ARTICLE X

NOTICES

 

SECTION 41.  NOTICES.

 

(a)                                  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it may be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his, her or its last known post office address as shown by the stock record of the corporation or its transfer agent or by any other means permitted by the Delaware General Corporation Law.

 

(b)                                 NOTICE TO DIRECTORS.  Any notice required to be given to any director may be given by any method that creates a record of its content that may be retained, retrieved and reviewed by the recipient except that such notice other than one which is delivered personally shall be sent to such address (whether physical, telephonic, electronic or otherwise) as such director shall have specified in writing to the Secretary, or, in the absence of such specification, to the last known post office address of such director.

 

(c)                                  AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

 

(d)                                 TIME NOTICES DEEMED GIVEN. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by telephonic, electronic or other similarly instantaneous means shall be deemed to have been given as of the sending time recorded at the time of transmission.

 

(e)                                  METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

 

(f)                                    FAILURE TO RECEIVE NOTICE.  The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit,

 

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or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

 

(g)                                 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, 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. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

 

(h)                                 NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, 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 twelve-month period, have been mailed addressed to such person at such person’s 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 corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

 

ARTICLE XI

AMENDMENTS

 

SECTION 42.  AMENDMENTS.  The Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the Voting Stock.  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, without any action on the part of the stockholders; provided, however, that prior to the 2006 annual meeting of the stockholders of the corporation, neither (a) Section 5(a) of these Bylaws, (b) the last two sentences of Section 15 of these Bylaws, (c) the first sentence of Section 18 of these Bylaws, (d) the third sentence of Section 19 of these Bylaws, (e) the last sentence of Section 27(b) of these Bylaws,  (f) the second sentence of Section 28(a) of these

 

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Bylaws nor (g) the second sentence of Section 42 of these Bylaws may be altered, amended or repealed pursuant to this sentence without the concurrence of a majority of the Horizon Directors and a majority of the iPCS Directors.

 

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