Exhibit 3.177
SPRINT COMMUNICATIONS, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE ONE
STOCKHOLDERS
Section 1.1.
Annual Meetings. An annual meeting of stockholders of the Corporation to elect directors and
transact such other business as may properly be presented to the meeting shall be held at such place, within or without the State of Kansas, as the Board of Directors may from time to time fix, at 10:00 a.m., or such other time as may be designated
by the Board of Directors, on the third Wednesday in April in each year or, if that day shall be a legal holiday in the jurisdiction in which the meeting is to be held, then on the next day not a legal holiday.
Section 1.2.
Special Meetings. A special meeting of stockholders may be called at any time by the Board of Directors, the Executive
Committee or the President and shall be called by any of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and
signed by holders of record of a majority of the shares of stock that would be entitled to be voted on such matter or matters if the meeting were held on the day such request is received and the record date for such meeting were the close of business
on the preceding day. Any such meeting shall be held at such time and at such place, within or without the State of Kansas, as shall be determined by the body or person calling such meeting and as shall be stated in the notice of such meeting.
Section 1.3.
Notice of Meeting. For each meeting of stockholders written notice shall be given stating the place, date and hour, and
in the case of a special meeting, the purpose or purposes for which the meeting is called and, if the list of stockholders required by Section 1.9 is not to be at such place at least 10 days prior to the meeting, the place where such list will be.
Except as otherwise provided by Kansas law, the written notice of any meeting 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. If mailed, notice
shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.
Section 1.4.
Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of the
stockholders may be made by or at the direction of the Board of Directors or may be made at a meeting of the Stockholders by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting.
Section 1.5.
Quorum. Except as otherwise required by law or the Articles of Incorporation, the holders of record of a majority of
the shares of stock entitled to be voted present in person or represented by proxy at a meeting shall constitute a quorum for the transaction of business at the meeting, but in the absence of a quorum the holders of record present or represented by
proxy at such meeting may vote to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is obtained. At any such adjourned session of the meeting at which there shall be present or represented
the holders of record of the requisite number of shares, any business may be transacted that might have been transacted at the meeting as originally called.
Section 1.6.
Chairman and Secretary at Meeting. At each meeting of stockholders the President of the Corporation, or in his absence
or inability to act, the person designated by the Board of Directors, shall preside as chairman of the meeting; if no person is so designated, then the stockholders present at the meeting shall choose a chairman by plurality vote. The Secretary, or
in his absence a person designated by the chairman of the meeting, shall act as secretary of the meeting.
Section 1.7.
Voting; Proxies. Except as otherwise provided by law or the Articles of Incorporation and subject to the provisions of
Section 1.11:
(a)
At every meeting of the stockholders each stockholder shall be entitled to one vote for each share of capital stock held by him.
(b)
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
him by proxy.
(c)
Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter.
Section 1.8.
Adjourned Meetings. A meeting of stockholders may be adjourned to another time or place as provided in Section 1.5.
Unless the Board of Directors fixes a new record date, stockholders of record for an adjourned meeting shall be as originally determined for the meeting from which the adjournment was taken. 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 adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called.
Section 1.9.
Consent of Stockholders in Lieu of Meeting. Any action that may 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 in writing, setting forth the action so taken, shall be signed by all of the holders of outstanding stock entitled to vote thereon.
Section 1.10.
List of Stockholders Entitled to Vote. Before every meeting of stockholders a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared and 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 so specified, at the place where the meeting is to be held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.
Section 1.11.
Fixing of 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 to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, 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 fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed, 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; the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution relating thereto.
ARTICLE TWO
DIRECTORS
Section 2.1.
Number; Term of Office; Qualifications; Vacancies. The business and affairs of the Corporation shall be managed by or under the direction of a Board of
Directors. The number of directors that shall constitute the whole Board shall be determined by action of the Board of Directors taken by the affirmative vote of a majority of the whole Board. Directors shall be elected at the annual meeting of
stockholders to hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office, subject to Sections 2.2 and 2.3, until the next
annual meeting of stockholders and until their respective successors are elected and qualified.
Section 2.2.
Resignation. Any director of the Corporation may resign at any time by giving written notice of such resignation to the
Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named
officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then
in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as
provided in these Bylaws in the filling of other vacancies.
Section 2.3.
Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors; provided, however, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire Board of Directors.
Section 2.4.
Regular and Annual Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and at such
place, within or without the State of Kansas, as the Board of Directors may from time to time prescribe. No notice need be given of any regular meeting, and a notice, if given, need not specify the purposes thereof. A meeting of the Board of
Directors may be held without notice immediately after an annual meeting of stockholders at the same place as that at which such meeting was held.
Section 2.5.
Special Meetings; Notice. A special meeting of the Board of Directors may be called at any time by the Board of
Directors, the Executive Committee, the President or any person acting in the place of the President and shall be called by any one of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate
for action at such a meeting, proposed to be presented at the meeting and signed by at least two directors. Any such meeting shall be held at such time and at such place, within or without the State of Kansas, as shall be determined by the body or
person calling such meeting. Notice of such meeting stating the time and place thereof shall be given (a) by deposit of the notice in the United States mail, first class, postage prepaid, at least two days before the day fixed for the meeting
addressed to each director at his address as it appears on the Corporation’s records or at such other address as the director may have furnished the Corporation for that purpose, or (b) by delivery of the notice similarly addressed for dispatch by
facsimile, telegraph, cable, or radio or by delivery of the notice by telephone or in person, in each case at least 24 hours before the time fixed for the meeting.
Section 2.6.
Presiding Officer and Secretary at Meetings. Each meeting of the Board of Directors shall be presided over by the
President or in his absence by such member of the Board of Directors as shall be chosen by the meeting. The Secretary, or in his absence an Assistant Secretary, shall act as secretary of the meeting, or if no such officer is present, a secretary of
the meeting shall be designated by the person presiding over the meeting.
Section 2.7.
Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, but in
the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. Except as may otherwise be required
by the Articles of Incorporation or these Bylaws, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.8.
Meeting by Telephone. Members of the Board of Directors or of any committee thereof may participate in meetings of the
Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at
such meeting.
Section 2.9.
Action Without Meeting. 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 of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of
Directors or of such committee.
Section 2.10.
Executive and Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such
resolution or resolutions, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors, including the power to
authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, recommend to the
stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend these Bylaws or otherwise to act
(other than to make recommendations) where it is provided by law or by the Articles of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the
articles of incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to K.S.A. Section 17-6703.
In the absence or disqualification of a member of a committee, the number of 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. Each such committee other than the Executive Committee shall have such name as may be determined from time
to time by the Board of Directors.
A majority of the committee shall constitute a quorum for the transaction of business at any meeting for which written notice has been given to all members or for which notice has been waived by all
members. Each such committee shall keep a record of its proceedings and may hold meetings upon one (1) day’s written notice or upon waiver of notice signed by all of the members of the committee either before or after said committee meeting.
Section 2.11.
Compensation. Directors shall receive compensation for their services as directors or as members of committees as may
from time to time be fixed by the Board of Directors. They may also be reimbursed for their expenses in attending any meeting and in the transaction of business for the Corporation.
ARTICLE THREE
OFFICERS
Section 3.1.
Election; Qualification. The officers of the Corporation shall be a President, one or more Vice Presidents, one or more
of whom may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect a Controller, one or more Assistant Secretaries, one
or more Assistant Treasurers, one or more Assistant Controllers and such other officers as it may from time to time determine. Two or more offices may be held by the same person.
Section 3.2.
Term of Office. Each officer shall hold office from the time of his election and qualification to the time at which his
successor is elected and qualified, unless sooner he shall die or resign or shall be removed pursuant to Section 3.4.
Section 3.3.
Resignation. Any officer of the Corporation may resign at any time by giving written notice of such resignation to the
Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named
officers; and, unless specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.4.
Removal. Any Officer may be removed at any time, with or without cause, by the vote of a majority of the whole Board of
Directors.
Section 3.5.
Vacancies. Any vacancy however caused in any office of the Corporation may be filled by the Board of Directors.
Section 3.6.
Compensation. The compensation of each officer shall be such as the Board of Directors may from time to time determine.
Section 3.7.
President. Unless the Board of Directors otherwise provides, the President shall be the Chief Executive Officer of the
Corporation with such general executive powers and duties of supervision and management as are usually vested in such office and shall perform such other duties as are authorized by the Board of Directors. The President shall sign all contracts,
certificates and other instruments of the Corporation as authorized by the Board of Directors.
Section 3.8.
Vice President. Each Vice President shall have such powers and duties as generally pertain to the office of Vice
President and as the Board of Directors or the President may from time to time prescribe. During the absence of the President or his inability to act, the Vice President, or if there shall be more than one Vice President, then that one designated by
the Board of Directors, shall exercise the powers and shall perform the duties of the President, subject to the direction of the Board of Directors.
Section 3.9.
Secretary. The Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and issue
notices of such meetings as necessary. He shall be custodian of the corporate seal and shall affix it or cause it to be affixed to such instruments as require such seal and attest the same and shall exercise the powers and shall perform the duties
incident to the office of Secretary, subject to the direction of the Board of Directors. Any Assistant Secretary, in the absence or inability of the Secretary, shall perform all duties of the Secretary and such other duties as may be required.
Section 3.10.
Treasurer. The Treasurer shall have care and custody of all money and securities of the Corporation and shall give bond
in such sum and with such sureties as the Board of Directors may specify, conditioned upon the faithful performance of the duties of his office. He shall keep regular books of account and shall submit them, together with all his vouchers, receipts,
records and other papers, to the Board of Directors for their examination and approval annually; and semi-annually, or when directed by the Board of Directors, he shall submit to each director a statement of the condition of the business and accounts
of the Corporation; and shall perform all such other duties as are incident to his office. An Assistant Treasurer, in the absence or inability of the Treasurer, shall perform all the duties of the Treasurer and such other duties as may be required.
Section 3.11.
Other Officers. Each other officer of the Corporation shall exercise the powers and shall perform the duties incident
to his office, subject to the direction of the Board of Directors.
ARTICLE FOUR
CAPITAL STOCK
Section 4.1.
Stock Certificates. The interest of each holder of stock of the Corporation shall be evidenced by a certificate or
certificates in such form as the Board of Directors may from time to time prescribe. Each certificate shall be signed by or in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may
be facsimile. If 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 by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
Section 4.2.
Transfer of Stock. Shares of stock shall be transferable on the books of the Corporation pursuant to applicable law and
such rules and regulations as the Board of Directors may from time to time prescribe.
Section 4.3.
Holders of Record. Prior to due presentment for registration of transfer the Corporation may treat the holder of record
of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.
Section 4.4.
Lost, Stolen, Destroyed or Mutilated Certificate. The Corporation shall issue a new certificate of stock to replace a
certificate theretofore issued by it alleged to have been lost, destroyed or wrongfully taken, if the owner or his legal representative (i) requests replacement before the Corporation has notice that the stock certificate has been acquired by a bona
fide purchaser; (ii) files with the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such stock certificate or the issuance of any such new
stock certificate; and (iii) satisfies such other terms and conditions as the Board of Directors may from time to time prescribe.
Section 4.5.
No Preemptive Rights. No holder of shares of any class of this Corporation, or holder of any securities or obligations
convertible into shares of any class of this Corporation, shall have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of this Corporation of any class, whether now or hereafter authorized.
ARTICLE FIVE
INDEMNIFICATION
Section 5.1.
Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of any other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation (or such other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 5.2.
Action by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of any other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization) and except
that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation (or such other corporation or organization) unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 5.3.
Successful Defense of Action. Notwithstanding, and without limitation of, any other provision of this Article 5, to the
extent that a director, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1 or 5.2, or in defense of any claim, issue or matter therein, such
director, officer or employee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 5.4.
Determination Required. Any indemnification under Section 5.1 or 5.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or employee is proper in the circumstances because such director, officer or employee has met the applicable standard of conduct
set forth in Sections 5.1 and 5.2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (ii) if a quorum of disinterested
directors is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
Section 5.5.
Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of a satisfactory undertaking by or on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in this Article 5.
Section 5.6.
Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director,
officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of any other enterprise against any liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this Article 5. The risks insured under any insurance policies
purchased and maintained on behalf of any person as aforesaid or on behalf of the Corporation shall not be limited in any way by the terms of this Article 5 and to the extent compatible with the provisions of such policies, the risks insured shall
extend to the fullest extent permitted by law, common or statutory.
Section 5.7.
Nonexclusivity; Duration. The indemnifications and rights provided by, or granted pursuant to, this Article 5 shall not
be deemed exclusive of any other indemnifications, rights or limitations of liability to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, either as to action in such person’s
official capacity or as to action in another capacity while holding office, and they shall continue although such person has ceased to be a director, officer or employee of the Corporation or ceased to be serving at the request of the Corporation as
a director, officer or employee of any other enterprise and shall inure to the benefit of such person’s heirs, executors and administrators. The authorization to purchase and maintain insurance set forth in Section 5.6 shall likewise not be deemed
exclusive.
Section 5.8.
Vesting of Rights. The rights granted by this Article 5 are vested in each person entitled to indemnification as a
bargained-for, contractual condition of the person’s serving or having served as a director, officer or employee of the Corporation or serving or having served at the request of the Corporation as a director, officer or employee of any other
enterprise and, while this Article 5 may be amended or repealed, no amendment or repeal may release, terminate or adversely affect the rights of any person under this Article 5 with respect to any act taken or the failure to take any act by any
person before the amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after the amendment or repeal.
Section 5.9.
Definitions. For purposes of this Article 5, references to:
(a)
“other enterprises” or “other enterprise” includes, without limitation, any other corporation, limited liability company, partnership, joint venture, trust or employee benefit plan;
(b)
“director, officer or employee of any other enterprise” includes, without limitation, any person performing similar functions or fiduciary functions with respect to any other enterprise, whether
incorporated or unincorporated;
(c)
“fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;
(d)
“serving at the request of the Corporation” includes any service as a director, officer or employee which imposes duties on, or involves services by, the director, officer or employee with respect
to an employee benefit plan, its participants or beneficiaries (including, without limitation, serving as an agent or trustee for an employee benefit plan, serving as a member of an employee benefit plan committee or serving in any other fiduciary
capacity with respect to an employee benefit plan); and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is considered to have
acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 5.
Section 5.10.
Severability. If any provision of this Article 5 or the application of any provision of this Article 5 to any person or
circumstance is held invalid, illegal or unenforceable for any reason, the remaining provisions of this Article 5 and the application of the provisions to other persons or circumstances will not be affected thereby and, to the fullest extent
possible, the court finding any provision invalid, illegal or unenforceable is directed to modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to
persons subject to indemnification within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any director, officer or employee of the Corporation, or any person who is or was serving at the
request of the Corporation as a director, officer or employee of any other enterprise, is entitled under any provision of this Article 5 to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement,
attorneys’ fees, excise taxes or penalties, fines or other expenses actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation,
defense, settlement or appeal of any action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, for the total amount, the Corporation will indemnify the person for the portion to which the person is
entitled.
ARTICLE SIX
GENERAL PROVISIONS
Section 6.1.
Waiver of Notice. Whenever notice is required by the Articles of Incorporation, these Bylaws or any provision of the
General Corporation Law of the State of Kansas, a written waiver thereof, signed by the person entitled to notice, whether before or after the time required for such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.
Section 6.2.
Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless the Board of Directors shall from
time to time otherwise prescribe.
Section 6.3.
Corporate Seal. The corporate seal shall be in such form as the Board of Directors may from time to time prescribe, and
the same may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
Section 7.1.
Amendment. The Bylaws may be made, altered or repealed at any meeting of stockholders or at any meeting of the Board of
Directors by a majority vote of the whole Board.
