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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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the Company may include a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents, a Chief Financial Officer, a Secretary,
one or more Assistant Secretaries, a Treasurer, and one or more Assistant
Treasurers. The Chairman of the Board, Chief Executive Officer, President,
Executive Vice Presidents, Senior Vice Presidents, and Chief Financial Officer
shall be elected by the Manager or the Board. The Company shall have such other
officers as may from time to time be appointed by the Manager, the Board, or the
Chief Executive Officer. Each officer shall hold office until his or her
successor is elected or appointed, as the case may be, and qualified or until
his or her resignation or removal. Any number of offices may be held by the same
person.

         5.4.2 Removal. Any officer of the Company may be removed at any time,
with or without cause, by the Manager, by the Chairman of the Board, by the
Board, or, except as to the Chairman of the Board, President, Executive Vice
Presidents, Senior Vice Presidents, and Chief Financial Officer, by the Chief
Executive Officer.

         5.4.3 Resignations. Any officer may resign at any time by giving
written notice to the Company; provided, however, that notice to the Chairman of
the Board, the Chief Executive Officer or the Secretary shall be deemed to
constitute notice to the Company. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         5.4.4 Vacancies. Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

         5.4.5 Action with Respect to Securities of Other Entities. Unless
otherwise directed by the Manager, the Board, the Chairman of the Board, the
Chief Executive Officer or any other officer of the Company authorized by the
Manager, the Chairman of the Board, or the Chief Executive Officer shall have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at any meeting of stockholders or equity holders of or with respect to any
action of stockholders or equity holders of any Person in which the Company may
hold securities and otherwise to exercise any and all rights and powers which
this Company may possess by reason of its ownership of securities in such
Person.

         5.4.6 Bonds of Officers. If required by the Manager, the Chairman of
the Board, the Board, or the Chief Executive Officer, any officer of the Company
shall give a bond for the faithful discharge of his or her duties in such amount
and with such surety or sureties as the Manager, the Chairman of the Board, the
Board, or the Chief Executive Officer may require.

         5.4.7 Compensation. The salaries of the officers shall be fixed from
time to time by the Board, unless and until the Board appoints a Compensation
Committee.

         5.4.8 Officers of Operating Companies, Regions or Divisions. The Chief
Executive Officer shall have the power to appoint, remove and prescribe the
terms of office, responsibilities and duties of the officers of the operating
companies, regions or divisions of


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