SPRINT INTERNATIONAL INCORPORATED
Incorporated as GTE Communications Network Systems Incorporated - November 6, 1979
Name changed to GTE Telenet Incorporated - February 23, 1981
Name changed to Telenet Incorporated - June 23, 1986
Changed name to Sprint International Incorporated - January 2, 1990
State of Delaware
GTE Communications Network Systems Incorporated
BY-LAWS
OFFICES
1. Principal Office. The registered office of GTE Communications Network Systems Incorporated (hereinafter called the “Corporation”), in the State of Delaware shall be at 100 West Tenth Street in
the City of Wilmington, County of New Castle. The name of its registered agent therein is The Corporation Trust Company.
2. Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
3. Annual Meetings. An annual meeting of stockholders shall be held at 11:00 a.m. local time, on the 2nd Tuesday of May of each year, beginning in the year 1980 if not a legal holiday and if a legal holiday then on the next business day following, when they shall elect, by plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.
4. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board (if there be one) or by the President, and shall be called by the Chairman of the Board (if there be one) or the President or the Secretary or the Assistant Secretary at the request in writing of a majority of the Board of Directors,
or at the request in writing of stockholders owning a majority in number of shares of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed
meeting.
5. Place of Meetings.
(a) All annual meetings of the stockholders for the election of directors, and all special meetings of stockholders held in lieu thereof, shall be held at the principal office of the Corporation or at such
other place either within or without the State of Delaware as shall be fixed by the Board of Directors and specified in the notice of the meeting.
(b) Special meetings of the stockholders for any other purpose or purposes may be held at any place or places as shall be stated in the call or notice of the meeting.
6. Notice of Meetings.
(a) Written notice of the annual meeting of stockholders shall be served upon or mailed to each stockholder en-titled to vote thereat, at such address as appears on the stock books of the Corporation, at least
ten (10) days prior to the meeting.
(b) Written notice of a special meeting of the stockholders, stating the time and place and object thereof, shall be served upon or mailed, postage prepaid, at least ten (10) days before such meeting or such
greater number of days as may be prescribed by statute, to each stockholder entitled to vote thereat at such address as appears on the books of the Corporation.
7. List of Stockholders. A complete list of stockholders entitled to vote at every election of directors, arranged in alphabetical order with the residence of each and the number of voting shares
held by each, shall be prepared and made by the Secretary and filed in a place in the city in which the election is to be held, at least ten (10) days before every such election and shall, at all times during the usual hours for business and during
the whole time of said election, be open to the examination of any stockholder.
8. Quorum. The holders of a majority of the stock issued and outstanding, and entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the stockholders for the transaction of business except if otherwise provided by statute, by the Certificate of Incorporation or by these by-laws. If, however, such majority shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting
stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally notified.
9. Voting. At each meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides for a longer period. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on
the books of the Corporation, and except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which shall have been transferred on the books of the Corporation within twenty (20) days next preceding such election of directors. Upon the demand of any stockholder, the vote for directors and the vote
upon any question before the meeting, shall be by ballot. All elections shall be by a plurality vote.
BOARD OF DIRECTORS
10. General Powers. The property and business of the Corporation shall be managed by its Board of Directors. In addition to the powers and authorities by these by-laws expressly conferred upon them,
the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
11. Number, Qualifications and Term of Office.
(a) The number of directors which shall constitute the first Board shall be four (4) and the first directors shall be elected by the incorporator, and thereafter the number of directors which shall constitute
the whole Board shall be such as from time to time shall be fixed by the Board of Directors or by the stockholders at the annual meeting to be held for the election of directors or at any special meeting held for that purpose, provided that the
number so fixed shall not be less than three (3).
(b) The Chairman, Vice Chairman and President must be directors.
(c) Directors need not be stockholders.
(d) Directors shall be elected at the annual meeting of the stockholders and in the manner provided in these by-laws, and each director shall be elected to serve until the annual meeting held next after his
election or until his successor shall have been elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
12. Quorum. At all meetings of the Board of Directors the presence of at least one-third of the total number of directors, but in no case less than two (2) directors, shall be requisite and shall
constitute a quorum for the transaction of business. If, however, a quorum shall not be present at any meeting duly convened, the directors present thereat shall have power by majority vote, and without notice save announcement at the meeting, to
adjourn the meeting from time to time until a quorum be present. At any adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The act of a
majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these by-laws.
13. Place of Meeting, etc. The Board of Directors may meet at such place or places as shall be specified or fixed in the respective notices or waivers of notice of meetings thereof; and may keep the
books and records of the Corporation at such place or places as it shall from time to time determine.
14. First Meetings. The newly elected Board of Directors may meet immediately after the adjournment of the annual meeting of stockholders, for the purpose of organization or otherwise, and no notice of
such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as may be fixed by the written consent of all the directors or as
specified in the notice in the manner provided for calling special meetings of the Board.
15. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and at such times as the Board shall from time to time by resolution determine. If any day fixed for a
regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held on the next succeeding busi-ness day not a legal holiday. Notices of regular meetings
need not be given.
16. Special Meetings; Notice. Special meetings of the Board may be called by the Chairman of the Board (if there be one) or the President or the Secretary on forty-eight (48) hours’ notice to each
director; special meetings shall be called by the Chairman of the Board (if there be one), the President or the Secretary in like manner and on like notice on the written request of two (2) directors.
17. Organization. At each meeting of the Board of Directors, the Chairman of the Board or, if there be no Chairman of the Board or in his absence, the President; or in the absence of the President, a
director chosen by a majority of the directors present at the meeting, shall act as Chairman of the meeting. The Secretary, or, in his absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretary or Secretaries,
any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.
18. Action Without a Meeting. Notwithstanding any other provision of these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the
Board of Directors, if there be any, may be taken without a meeting if all members of the Board of Directors or the 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 the committee.
19. Meetings by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such board or 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 participation in a meeting by such means shall consti-tute presence in person at such meeting.
20. Resignations. Any director of the Corporation may resign at any time by giving written notice to the President, to the Secretary or to the Board of Directors of the Corporation. Such resignation
shall take effect when accepted by the Board or as of the date specified in the resignation.
21. Removal. Any or all of the directors may be removed at any time and from time to time, either with or without cause, by the affirmative vote of the holders
of record of a majority in interest of the outstanding stock of the Corporation having voting power, at a special meeting of the stockholders called for that purpose, and the resulting vacancy or vacancies may be filled at the same meeting, and by
like vote, of the stockholders.
22. Vacancies. Vacancies in the Board of Directors caused by death, resignation, removal, disqualification, or any other cause, shall be filled by majority vote of a quorum of the remaining directors
then in office, if there be a quorum remaining, and if not then by the majority vote of the remaining directors, though less than a quorum, or by the voting stockholders of the Corporation at a meeting duly held for the purpose, and directors so
chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified, unless sooner displaced.
23. Compensation. Directors as such shall not receive any stated salary for their services, but, by resolution of the Board; a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
24. The Board of Directors may, by resolution passed by a majority of the whole board, designate an executive committee and other committees, each committee to consist of one or more of the directors of the
Corporation. 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. In the absence or disqualification of a 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. Any such committee, to the extent provided in the resolution of the Board of Directors, 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, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the by-laws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
OFFICERS
25. The elective officers of the Corporation shall be chosen annually by the directors and shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. The Board may also in its discretion
elect a Chairman of the Board and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. The Chairman and the President must be members of the Board. Any two offices may be held by the same person, except the offices of
President and Vice President, or President and Secretary or Vice President and Secretary. The Board may also elect such other officers and agents as it may deem necessary to hold office for such terms and exercise such powers and perform such
duties except as otherwise provided in the by-laws as may be authorized from time to time by the Board.
26. Term of Office and Removal. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.
27. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
28. Delegation of Officers, Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them of such officer to any other officer or to any director.
29. Vacancies. If the office of any officer or agent becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of a quorum of the Board of Directors; provided,
however, that the President shall have power to fill all vacancies in the office of Assistant Secretary or Assistant Treasurer, such appointee to hold office until the vacancy shall be filled by the Board of Directors.
30. Chairman of the Board and President. The Chairman of the Board (if there be one) shall preside at all meetings of the Board of Directors and of the stockholders, and also act as chairman of any
standing or special committees of which he is a member. In respect to all affairs and business of the Corporation (except where by statute it is provided otherwise) he shall have the powers of the President, whether the President be absent or
present. If there be no Chairman of the Board, or in his absence, the President shall have all the powers and discharge all the duties of the Chairman and shall preside at all meetings of the Board of Directors and stockholders and any standing or
special committees of which he is a member. The President shall be the chief executive officer of the Corporation; he shall have general and active management of the business of the Corporation, subject to the control of the Chairman of the Board
and the Board of Directors. He shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred
on the President, to any other officer or officers of the Corporation. He or one of the Vice Presidents shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation and shall sign certificates of stock.
31. Vice Presidents. Any Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the
Board of Directors shall prescribe.
32. The Secretary and Assistant Secretaries. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and
all meetings of the Board of Directors requiring notice, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. The Assistant Secretary or Secretaries shall assist the
Secretary in the performance of and in the latter’s absence, perform the duties of the office of Secretary.
33. The Treasurer and Assistant Treasurers.
(a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and 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 of Directors.
(b) He shall disburse the funds of the Corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements and shall render to the President and directors, at the regular
meetings of the Board of Directors or whenever they may require, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
(c) He shall give the Corporation a bond if re-quired by the Board of Directors in a sum, and with one or more sureties, satisfactory to the Board of Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to
the Corporation. The Assistant Treasurer or Treasurers shall assist the Treasurer in the performance of, and in his absence perform the duties of, the office of Treasurer.
34. Indemnification of Officers and Directors.
(a) Every person who is or shall be or shall have been a director or officer of the Corporation and his personal representatives shall be indemnified by the Corporation against all expenses, counsel fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer
of the Corporation or of any subsidiary or affiliate thereof, if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful.
(b) 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 for negligence or misconduct in the performance of his duty to the
Corporation 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.
(c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in (a) or (b) above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(d) Nothing contained in this by-law shall preclude the Corporation or any subsidiary or affiliate thereof from settling litigation to which present or former directors or officers or their personal
representatives are or may be parties or from defraying the cost of insurance for protection of the Corporation and its subsidiaries and affiliates and its and their directors and officers, or any of the foregoing, against liability in or in
connection with any litigation. If said action, suit or proceeding shall be settled with the approval of the Board of Directors, or otherwise terminated without final determination on the merits, each director or officer shall be entitled to such
indemnity (which amount shall not include any amount paid to the Corporation in settlement) if in the judgment of the Board of Directors said director or officer acted in good faith and in a manner he rea-sonably believed to be in or not opposed to
the best interests of the Corporation.
(e) The foregoing right to indemnification shall not be exclusive of other rights to which any such director or officer may be entitled as a matter of law.
(f) 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 as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Section.
CHECKS, DRAFTS, ETC.
35. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, employee or
employees, of the Corporation as shall from time to time be determined by resolution of the Board of Directors.
SHARES AND THEIR TRANSFER
36. Certificates of Stock. Certificates for shares of the stock of the Corporation shall be in such form as shall be approved by the Board of Directors. Such certificates shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the President or Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary; provided, however, if the Corporation is authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or restrictions of such pre-ferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock. If the Corporation has a Transfer Agent or an Assistant Transfer Agent or a Transfer Clerk acting on its behalf and a Registrar, the signature of any such officer may be facsimile. No stock certi-ficate
shall be valid until the same shall be attested or certified by the Registrar and Transfer Agent of the Corporation, provided the Board of Directors shall have determined the neces-sity for them and shall have appointed such Registrar and Transfer
Agent.
37. Transfers of Stock. Transfers of stock shall be made only on the books of the Corporation by the person named in the certificate or by attorneys lawfully constituted in writing and upon surrender
of the certificate therefor. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.
38. Closing of Stock Transfer Books. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding fifty (50) days pre-ceding the date of any
meeting of stockholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty (50) days in
connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of the closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty (50) days preceding
the date for any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so
fixed, shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case
may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.
39. Lost or Destroyed Stock Certificates. Any person claiming any certificate of stock issued to him by the Corporation to be lost or destroyed and desiring a new certificate to be issued in lieu
thereof shall make an affidavit or affirmation of that fact and shall advertise the same as, if and when required by the President or a Vice President of the Corporation, and if required, such person shall also give the Corporation a bond of
indemnity in form and amount sufficient, in the opinion of such officer, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate whereupon a new certificate may be issued of
the same tenor and for the same number of shares as the one alleged to be lost or destroyed.
40. Inspection of Books by Stockholders. The Board of Directors shall determine from time to time whether and if allowed, when and under what condition and regulations the accounts and books of the
Corporation (except such as may by statute be specifically open to inspection) or any of them shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.
DIVIDENDS
41. 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 at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation.
Before payment of any dividend or making any distribution of profits, 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, shall deem proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purposes as the Board of Directors shall deem
conducive to the interest of the Corporation, and the Board of Directors may abolish any such reserve in the manner in which it was created.
NOTICES
42. Whenever under the provisions of these by-laws notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but such notice may be given by
telegram, or cablegram, or by mail by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, officer or director at such address as appears on the books of the Corporation and such notice
shall be deemed to be given at the time when the same shall be thus mailed or the telegram or cablegram sent.
Any stockholder, director or officer may waive any notice required to be given under these by-laws.
43. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the corporate title of the Corporation, the year of its organization and the words “Corporate
Seal, Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
FISCAL YEAR
44. The fiscal year of the Corporation shall be the calendar year.
45. Interested Directors
(1) No contract or transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or
solely because the director is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or trans-action, or solely because his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract is specifically
approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.
(2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
AMENDMENTS
46. These by-laws may be amended or repealed by the stockholders at any annual meeting, or at any special meeting if notice of the proposed amendment or alteration of new by-laws is included in the notice of
such special meeting. These bylaws may be amended or repealed by the affirmative vote of a majority of the whole Board of Directors given at any meeting, the notice whereof mentions the proposed amendment or alteration or new by-law as one of the
purposes of such meeting.
