Contract analysis

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the office of Corporation Trust Associates, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at such address shall be Corporation Trust Associates. The Board of Directors (as defined in Article III) may change the registered office and registe

Section 1.2 — Principal Office. The principal business office of the Corporation shall be located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place as the Board of Directors may from time to time designate by resolution. The Board of Directors may change the location of the principal office at any time, and any such change shall not be deemed an amendment to these Bylaws.

Section 1.3 — Other Offices. The Corporation may have other offices at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The establishment of any such additional office shall not require an amendment to these Bylaws, and the Board of Directors may authorize any officer of the Corporation to lease or otherw

Section 2.1 — Annual Meeting. An annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time, and place, if any, within or without the State of Delaware, or by means of remote communication, as shall be determined by the Board of Directors and stated in the notice of such mee

Section 2.2 — Special Meetings. Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one shall have been appointed), or the President. In addition, given that the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, special meetings may be called by the sole stockholder, Northgate Telecommunications PLC,

Section 2.3 — Notice of Meetings. Written notice of each annual or special meeting of stockholders, stating the place (if any), date, and hour thereof, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less th

Section 2.4 — Quorum. The holders of a majority of the outstanding shares of stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business. Since the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, the presence of the sole stockholder, whether in person or by proxy, shall constitute

Section 2.5 — Voting. Each share of common stock of the Corporation shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders, except as otherwise provided by the DGCL, the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended from time to time, the "Certificate of Incorporation"), or these Bylaws. Unless otherwise required by th

Section 2.6 — Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize o

Section 2.7 — Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by a writing executed by the stockholder or by such stockholder's authorized officer, director, employee, or agent, or by transmission

Section 2.8 — Record Date. 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, or entitled to receive payment of any dividend or other distribution, or 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 f

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the "Board" or "Board of Directors"), except as may otherwise be provided by the DGCL or the Certificate of Incorporation. The Board of Directors shall have full power and authority to exercise all powers of the Corporation and to do all such lawful acts and things as are not

Section 3.2 — Number, Election, and Term. The number of directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the sole stockholder, but in no event shall the number of directors be less than one (1). In the absence of any such resolution, the number of directors shall be one (1). The initial directors of the Corporation following t

Section 3.3 — Removal. Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Given the Corporation's status as a wholly owned subsidiary of Northgate Telecommunications PLC, any such removal may be effected at any time by the sole stockholder, acting by written resolut

Section 3.4 — Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal, disqualification, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office, even though less than a quorum, or by the sole remaining director, or by the sole stockholder of the Corporation

Section 3.5 — Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairperson of the Board, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be n

Section 3.6 — Regular Meetings. Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. If the date, time, and place of a regular meeting are fixed by resolution of the Board, no further notice of such regular meeting shall be required to be given. A regular meeting of the

Section 3.7 — Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one shall have been appointed), the President, or any director then in office. Notice of each special meeting of the Board of Directors shall be given to each director by the person or persons calling the meeting. Such notice shall state the date, time, and place of the meeting, and

Section 3.8 — Quorum and Voting. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be 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 shall be

Section 3.9 — Action by Written Consent. 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 or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the p

Section 3.10 — Telephonic and Electronic Meetings. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.10 shall constitute presence in

Section 3.11 — Committees. The Board of Directors may, by resolution adopted by a majority of the total number of directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. 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.

Section 3.12 — Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. Directors may receive compensation and reimbursement of expenses for attendance at each regular or special meeting of the Board of Directors and of any committee thereof, and for other service rendered to the Corporation in their capacities

Section 4.1 — Designation of Officers. The officers of the Corporation shall include a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), one or more Assistant Secretaries, one or

Section 4.2 — Election and Term. Officers shall be elected or appointed by the Board of Directors at its first meeting following the annual meeting of stockholders, or at any other regular or special meeting, or by unanimous written consent. Each officer shall hold office until such officer's successor shall have been duly elected or appointed and shall have qualified, or until such officer's earlier resignation, rem

Section 4.3 — Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create any contractual rights in favor of such officer.

Section 4.4 — Resignation. Any officer may resign at any time by giving written notice or notice by electronic transmission to the Board of Directors, the President, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to

Section 4.5 — Chairperson of the Board. The Chairperson of the Board, if one shall have been appointed by the Board of Directors, shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned to the Chairperson by the Board of Directors or as may be prescribed

Section 4.6 — President. The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated another officer as the chief executive officer. Subject to the control of the Board of Directors and the Chairperson of the Board (if one shall have been appointed), the President shall have general supervision, direction, and control of the business and affairs of the Co

Section 4.7 — Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or, if there shall be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, then in the order of their seniority of election) shall perform the duties of the President, and when so ac

Section 4.8 — Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Byla

Section 4.9 — Treasurer. The Treasurer shall have custody of the corporate funds and securities of the Corporation and shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board o

Section 4.10 — Assistant Officers. Each Assistant Secretary and each Assistant Treasurer shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the President, or any other officer authorized by the Board to make such assignments. In the absence of the Secretary or the Treasurer, or in the event of the inability or refusal of the Secretary

Section 5.1 — Certificates; Uncertificated Shares. The shares of stock of the Corporation may be certificated or uncertificated, as provided under the DGCL, and shall be entered in the books of the Corporation and registered as they are issued. The Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolutio

Section 5.2 — Transfers. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's duly authorized attorney-in-fact, and, in the case of certificated shares, upon the surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power. The Corporatio

Section 5.3 — Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to have been lost, stolen, or destroyed. When authorizing such issuance of a new certificat

Section 5.4 — Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends and other distributions, to vote as such owner, to receive notifications, and to otherwise exercise all the rights and powers of an owner of such shares. The Corporation shall not be bound to recognize any equitable or other claim to

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT

Section 6.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person who was or i

Section 6.2 — Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking (the "Undertakin

Section 6.3 — Employees and Agents. The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation, or to persons serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust, or other enterprise, with the same scope and effect as the indemnification and advancement o

Section 6.4 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into in

Section 6.5 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person

Section 6.6 — Survival. The rights to indemnification and advancement of expenses conferred by this Article VI shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and other legal representatives of such person. No amendment, alteration, modification, or repeal of this Article VI shall dimi

Section 6.7 — Amendment or Repeal. Any amendment, alteration, or repeal of this Article VI that adversely affects any right or protection of an Indemnified Person existing at the time of such amendment, alteration, or repeal shall apply only with respect to acts or omissions occurring after the effective date of such amendment, alteration, or repeal and shall not adversely affect any right or protection of any Indemn

ARTICLE VII — DIVIDENDS AND DISTRIBUTIONS

Section 7.1 — Declaration. The Board of Directors may, subject to any restrictions contained in the Certificate of Incorporation and applicable law (including, without limitation, the provisions of Section 170 of the DGCL), declare and pay dividends upon the shares of capital stock of the Corporation, out of funds of the Corporation legally available therefor. Dividends may be paid in cash, in property, or in shares

Section 7.2 — Reserves. Before payment of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, for the purchase or construction of addition

Section 8.1 — Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. In the absence of any such resolution, the fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 9.1 — Seal. The Board of Directors may adopt a corporate seal, which shall be in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. In the absence of a seal, the signature of an authorized officer of the Corporation, together with the printed name and title of such officer, shall be

Section 10.1 — Form of Notice. Whenever notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, such notice may be given in writing and delivered personally, or sent by mail addressed to the person at such person's address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when t

Section 10.2 — Waiver. Whenever any notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, a written waiver thereof, signed by the person entitled to such notice or transmitted by electronic transmission by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a m