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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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of the meeting shall appoint secretary of the meeting) shall act as secretary of
the meeting and keep the minutes thereof.

     Section 2.09.  Order of Business.  The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.



                                   ARTICLE 3

                                   Directors

     Section 3.01.  General Powers.  Except as otherwise provided in Delaware
Law or the certificate of incorporation, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

     Section 3.02.  Number, Election and Term of Office.  The number of
directors which shall constitute the whole Board shall be fixed from time to
time by resolution of the Board of Directors but shall be at least one but not
more than three. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.12 herein, and each director so
elected shall hold office until his successor is elected and qualified or until
his earlier death, resignation or removal. Directors need not be stockholders.

     Section 3.03.  Quorum and Manner of Acting.  Unless the certificate of
incorporation or these bylaws require a greater number, a majority of the total
number of directors shall constitute a quorum for the transaction of business,
and the affirmative vote of a majority of the directors present at meeting at
which a quorum is present shall be the act of the Board of Directors. When a
meeting is adjourned to another time or place (whether or not a quorum is
present), 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 Board of Directors may transact any business which
might have been transacted at the original meeting. 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 present.

     Section 3.04.  Time and Place of Meetings.  The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the Chairman in the absence of a determination by the Board of
Directors).

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