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Charter Communications Operating LLC, et al. – ‘S-4’ on 10/7/16 – ‘EX-3.4’

On:  Friday, 10/7/16, at 12:52pm ET   ·   Accession #:  1193125-16-733576   ·   File #s:  333-214024, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52, -53, -54, -55, -56, -57, -58, -59, -60, -61, -62, -63, -64, -65, -66, -67, -68, -69, -70, -71, -72, -73, -74, -75, -76, -77, -78, -79, -80, -81, -82, -83, -84, -85, -86, -87, -88, -89, -90, -91, -92, -93, -94, -95, -96, -97, -98, -100, -101, -102, -103, -104, -105, -106, -107, -108, -109, -110, -111, -112, -113, -114, -115, -116, -117, -118, -119, -120, -121, -122, -123, -124, -125, -126, -127, -128, -129, -130, -131, -132, -133, -134, -135, -136, -137, -138, -139, -140, -141, -142, -143, -144, -145, -146, -147, -148, -149, -150, -151, -152, -153, -154, -155, -156, -157, -158, -159, -160, -161, -162, -163, -164, -165, -166, -167, -168, -169, -170, -171, -172, -173, -174, -175, -176, -177, -178, -179, -180, -181, -182, -183, -184, -185, -186, -187, -188, -189, -190, -191, -192, -193, -194, -195, -196, -197, -198, -199, -200, -201, -202, -203, -204, -205, -206, -207, -208, -209, -210, -211, -212, -213, -214, -215, -216, -217, -218, -219, -220, -221, -222, -223, -224, -225, -226, -227, -228, -229, -230, -231, -232, -233, -234, -235, -236, -237, -238, -239, -240, -241, -242, -243, -244, -245, -246, -247, -248, -249, -250, -251, -252, -253, -254, -255

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 10/7/16   ·   Latest:  ‘S-4’ on 10/6/17   ·   6 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/07/16  Charter Comms Operating LLC       S-4                  258:21M                                    RR Donnelley/FA
          CC VIII, LLC
          ICI Holdings, LLC
          Charter Communications Ventures, LLC
          Charter Communications Properties LLC
          Bresnan Communications, LLC
          Insight Phone of Ohio, LLC
          Adcast North Carolina Cable Advertising, LLC
          Charter Fiberlink NH-CCO, LLC
          Bresnan Broadband of Colorado, LLC
          Charter Helicon, LLC
          Charter Leasing Holding Company, LLC
          Charter Fiberlink SC-CCO, LLC
          Insight Interactive, LLC
          Charter Video Electronics, LLC
          Insight Communications Company LP
          Falcon First, LLC
          VOIP Transfers (AL), LLC
          CC Michigan, LLC
          CC 10, LLC
          CC Fiberlink, LLC
          Time Warner Cable Information Services (Alabama), LLC
          Parity Assets LLC
          Marcus Cable of Alabama, L.L.C.
          Charter Advanced Services (VA), LLC
          Charter Advanced Services (WY), LLC
          Charter Advanced Services (CT), LLC
          Charter Advanced Services (LA), LLC
          TWC News & Local Programming LLC
          Time Warner Cable Information Services (Maine), LLC
          Athens Cablevision, LLC
          Time Warner Cable Information Services (North Carolina), LLC
          Charter Advanced Services (NE), LLC
          Charter Advanced Services (NV), LLC
          Charter Advanced Services (OR), LLC
          Charter Fiberlink CC VIII, LLC
          Navisite LLC
          Insight Midwest LP
          Falcon Telecable
          Bright House Networks, LLC
          Charter Fiberlink - Missouri, LLC
          Peachtree Cable TV, L.P.
          Charter RMG, LLC
          Interlink Communications Partners, LLC
          Charter Fiberlink - Maryland II, LLC
          Charter Advanced Services VIII (WI), LLC
          Bright House Networks Information Services (Alabama), LLC
          Bresnan Broadband of Utah, LLC
          Bresnan Digital Services, LLC
          Insight Kentucky Partners I, L.P.
          Interactive Cable Services, LLC
          Charter Communications Operating Capital Corp
          Charter Advanced Services (MD), LLC
          Charter Advanced Services (MO), LLC
          Charter Advanced Services (MT), LLC
          Falcon Community Ventures I Limited Partnership
          Charter Leasing of Wisconsin, LLC
          Time Warner Cable Information Services (Illinois), LLC
          Time Warner Cable Information Services (West Virginia), LLC
          Charter Fiberlink OR-CCVII, LLC
          Charter Fiberlink VA-CCO, LLC
          Robin Media Group, LLC
          America’s Job Exchange LLC
          Charter Stores FCN, LLC
          DukeNet Communications, LLC
          Falcon Video Communications, L.P.
          VOIP Transfers (CA), LLC
          VOIP Transfers (GA), LLC
          TWC/Charter Green Bay Cable Advertising, LLC
          Peachtree Cable TV, LLC
          Insight Blocker LLC
          Time Warner Cable Enterprises LLC
          Time Warner Cable Business LLC
          Oceanic Time Warner Cable LLC
          Charter Fiberlink - Georgia, LLC
          TWC Communications, LLC
          Renaissance Media LLC
          Charter Advanced Services (VT), LLC
          Charter Advanced Services (AL), LLC
          Charter Advanced Services (IL), LLC
          Charter Advanced Services (MA), LLC
          TWCIS Holdco LLC
          TWC News & Local Programming Holdco LLC
          TWC Regional Sports Network I LLC
          Charter Communications Entertainment, LLC
          Time Warner Cable Information Services (Michigan), LLC
          Time Warner Cable Midwest LLC
          Time Warner Cable Information Services (Pennsylvania), LLC
          Time Warner Cable Information Services (South Carolina), LLC
          Hometown T.V., LLC
          Falcon Cable Systems Co II, L.P.
          Charter Advanced Services (NC), LLC
          BHN Spectrum Investments, LLC
          Helicon Group LP
          CC VIII Holdings, LLC
          Cco Holdco Transfers VII, LLC
          Charter Communications VII, LLC
          Bright House Networks Information Services (Michigan), LLC
          Insight Phone of Indiana, LLC
          Charter Fiberlink MS-CCVI, LLC
          Charter Advanced Services (MS), LLC
          Time Warner Cable Southeast LLC
          Time Warner Cable Information Services (Virginia), LLC
          Charter Advanced Services (TX), LLC
          Time Warner Cable Media LLC
          CC VII Fiberlink, LLC
          VOIP Transfers (NC), LLC
          TWC/Charter Los Angeles Cable Advertising, LLC
          Insight Communications Midwest, LLC
          Long Beach, LLC
          Charter Fiberlink - Michigan, LLC
          Charter Advanced Services (WI), LLC
          Charter Advanced Services (IN), LLC
          Cco LP, LLC
          Vista Broadband Communications, LLC
          Charter Communications of California, LLC
          Charter Fiberlink NY-CCO, LLC
          Time Warner Cable Information Services (Tennessee), LLC
          Falcon Cable Media, a California Limited Partnership
          Charter Fiberlink CA-CCO, LLC
          Charter Fiberlink CCO, LLC
          Insight Communications of Central Ohio LLC
          CC V Holdings LLC
          Wisconsin Procurement Holdco LLC
          Charter Fiberlink CT-CCO, LLC
          CCO Fiberlink, LLC
          Marcus Cable, LLC
          Charter Advanced Services VIII (MN), LLC
          Bright House Networks Information Services (Florida), LLC
          Bresnan Broadband of Wyoming, LLC
          Insight Phone of Kentucky, LLC
          Charter Fiberlink MA-CCO, LLC
          Time Warner Cable Texas LLC
          Bresnan Broadband of Montana, LLC
          Charter Home Security, LLC
          Time Warner Cable Information Services (Indiana), LLC
          Time Warner Cable Information Services (Washington), LLC
          Charter Fiberlink TX-CCO, LLC
          Charter Advanced Services (TN), LLC
          DukeNet Communications Holdings, LLC
          CC VI Operating Company, LLC
          Falcon First Cable of the Southeast, LLC
          CC Systems, LLC
          TWC/Charter Dallas Cable Advertising, LLC
          Phone Transfers (AL), LLC
          Time Warner Cable Information Services (Arizona), LLC
          Midwest Cable Communications, LLC
          Intrepid Acquisition LLC
          Charter Fiberlink - Illinois, LLC
          Charter Advanced Services (UT), LLC
          Charter Advanced Services (WA), LLC
          Charter Advanced Services (CO), LLC
          Charter Advanced Services (KY), LLC
          TWC Media Blocker LLC
          Charter Cable Operating Company, LLC
          Time Warner Cable Information Services (Nebraska), LLC
          Time Warner Cable International LLC
          Time Warner Cable Information Services (New Mexico) LLC
          TWC SEE Holdco LLC
          HPI Acquisition Co. LLC
          CC VI Fiberlink, LLC
          Time Warner Cable Internet Holdings III LLC
          CC VIII Fiberlink, LLC
          Charter Advanced Services (WV), LLC
          Time Warner Cable Information Services (Ohio), LLC
          TWC Administration LLC
          VOIP Transfers (VA), LLC
          TWC Digital Phone LLC
          American Cable Entertainment Company, LLC
          Charter Fiberlink AR-CCVII, LLC
          Bright House Networks Information Services (California), LLC
          Insight Kentucky Partners II, L.P.
          Time Warner Cable Northeast LLC
          TWC Wireless LLC
          New Wisconsin Procurement LLC
          Phone Transfers (VA), LLC
          CCO SoCal I, LLC
          Time Warner Cable Information Services (New Jersey), LLC
          Charter Advanced Services (OH), LLC
          Falcon Cablevision
          Charter Communications, LLC
          Bright House Networks Information Services (Indiana), LLC
          Cco Holdings LLC
          Charter Fiberlink NV-CCVII, LLC
          Time Warner Cable Information Services (Wisconsin), LLC
          Time Warner Cable Internet LLC
          Falcon Community Cable, L.P.
          Cable Equities of Colorado Management LLC
          Phone Transfers (GA), LLC
          Marcus Cable Associates, L.L.C.
          cco socal II, llc
          Time Warner Cable Information Services (Kentucky), LLC
          Time Warner Cable Information Services (New York), LLC
          Charter Fiberlink - Nebraska, LLC
          Bresnan Microwave of Montana, LLC
          Time Warner Cable Sports LLC
          Charter Fiberlink VT-CCO, LLC
          Time Warner Cable Information Services (Colorado), LLC
          Cco Socal Vehicles, LLC
          Time Warner Cable Information Services (Missouri), LLC
          TWC Security LLC
          Rifkin Acquisition Partners LLC
          Charter Fiberlink - Pennsylvania, LLC
          Alabanza LLC
          Time Warner Cable Services LLC
          Time Warner Cable Information Services (Hawaii), LLC
          Time Warner Cable Internet Holdings LLC
          Insight Capital, LLC
          Insight Communications of Kentucky, L.P.
          Phone Transfers (TN), LLC
          Time Warner Cable Information Services (Massachusetts), LLC
          Charter Advanced Services (NH), LLC
          Charter Fiberlink OH-CCO, LLC
          Charter Advanced Services VIII (MI), LLC
          Charter Advanced Services (MI), LLC
          Charter Fiberlink - Alabama, LLC
          Phone Transfers (NC), LLC
          Charter Advanced Services (CA), LLC
          Time Warner Cable New York City LLC
          Time Warner Cable LLC
          Charter Communications VI, L.L.C.
          Insight Midwest Holdings, LLC
          Time Warner Cable Pacific West LLC
          Charter Advanced Services (SC), LLC
          VOIP Transfers (TN), LLC
          Time Warner Cable Information Services (California), LLC
          Charter Advanced Services (GA), LLC
          Charter Communications Entertainment I, LLC
          Time Warner Cable Information Services (New Hampshire), LLC
          Charter Fiberlink LA-CCO, LLC
          Time Warner Cable Information Services (Idaho), LLC
          Phone Transfers (CA), LLC
          Charter Cable Partners, LLC
          Charter Advanced Services (NY), LLC
          Charter Distribution, LLC
          Charter Advanced Services (MN), LLC
          Charter Fiberlink WA-CCVII, LLC
          Cable Equities Colorado, LLC
          Cco Transfers, LLC
          Charter Communications Entertainment II, LLC
          CC VIII Operating, LLC
          Insight Kentucky Capital, LLC
          Scottsboro TV Cable, LLC
          Charter Fiberlink - Tennessee, LLC
          Time Warner Cable Information Services (Kansas), LLC
          CCO NR Holdings, LLC
          Falcon Cable Communications, LLC
          Charter Fiberlink NC-CCO, LLC
          CCO Purchasing, LLC
          Charter Advanced Services (PA), LLC
          Charter Advertising of Saint Louis, LLC
          Helicon Partners I, L.P.
          Bresnan Broadband Holdings LLC
          BHN Home Security Services, LLC
          Time Warner Cable Information Services (Texas), LLC

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    782K 
                          Business-Combination Transaction                       
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    122K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML    167K 
101: EX-3.100    Articles of Incorporation/Organization or By-Laws   HTML    166K  
102: EX-3.101    Articles of Incorporation/Organization or By-Laws   HTML    122K  
103: EX-3.102    Articles of Incorporation/Organization or By-Laws   HTML    167K  
104: EX-3.103    Articles of Incorporation/Organization or By-Laws   HTML    122K  
105: EX-3.104    Articles of Incorporation/Organization or By-Laws   HTML    166K  
106: EX-3.105    Articles of Incorporation/Organization or By-Laws   HTML    122K  
107: EX-3.106    Articles of Incorporation/Organization or By-Laws   HTML    165K  
108: EX-3.107    Articles of Incorporation/Organization or By-Laws   HTML    122K  
109: EX-3.108    Articles of Incorporation/Organization or By-Laws   HTML    166K  
110: EX-3.109    Articles of Incorporation/Organization or By-Laws   HTML    122K  
12: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML    123K 
111: EX-3.110    Articles of Incorporation/Organization or By-Laws   HTML    166K  
112: EX-3.111    Articles of Incorporation/Organization or By-Laws   HTML    122K  
113: EX-3.112    Articles of Incorporation/Organization or By-Laws   HTML    166K  
114: EX-3.113    Articles of Incorporation/Organization or By-Laws   HTML    122K  
115: EX-3.114    Articles of Incorporation/Organization or By-Laws   HTML    165K  
116: EX-3.115    Articles of Incorporation/Organization or By-Laws   HTML    122K  
117: EX-3.116    Articles of Incorporation/Organization or By-Laws   HTML    169K  
118: EX-3.117    Articles of Incorporation/Organization or By-Laws   HTML    124K  
119: EX-3.118    Articles of Incorporation/Organization or By-Laws   HTML    165K  
120: EX-3.119    Articles of Incorporation/Organization or By-Laws   HTML    124K  
13: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML    163K 
121: EX-3.120    Articles of Incorporation/Organization or By-Laws   HTML    169K  
122: EX-3.121    Articles of Incorporation/Organization or By-Laws   HTML    122K  
123: EX-3.122    Articles of Incorporation/Organization or By-Laws   HTML    166K  
124: EX-3.123    Articles of Incorporation/Organization or By-Laws   HTML    122K  
125: EX-3.124    Articles of Incorporation/Organization or By-Laws   HTML    166K  
126: EX-3.125    Articles of Incorporation/Organization or By-Laws   HTML    122K  
127: EX-3.126    Articles of Incorporation/Organization or By-Laws   HTML    165K  
128: EX-3.127    Articles of Incorporation/Organization or By-Laws   HTML    122K  
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130: EX-3.129    Articles of Incorporation/Organization or By-Laws   HTML    122K  
14: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML    145K 
131: EX-3.130    Articles of Incorporation/Organization or By-Laws   HTML    166K  
132: EX-3.131    Articles of Incorporation/Organization or By-Laws   HTML    122K  
133: EX-3.132    Articles of Incorporation/Organization or By-Laws   HTML    165K  
134: EX-3.133    Articles of Incorporation/Organization or By-Laws   HTML    122K  
135: EX-3.134    Articles of Incorporation/Organization or By-Laws   HTML    165K  
136: EX-3.135    Articles of Incorporation/Organization or By-Laws   HTML    121K  
137: EX-3.136    Articles of Incorporation/Organization or By-Laws   HTML    166K  
138: EX-3.137    Articles of Incorporation/Organization or By-Laws   HTML    122K  
139: EX-3.138    Articles of Incorporation/Organization or By-Laws   HTML    167K  
140: EX-3.139    Articles of Incorporation/Organization or By-Laws   HTML    122K  
15: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML    163K 
141: EX-3.140    Articles of Incorporation/Organization or By-Laws   HTML    168K  
142: EX-3.141    Articles of Incorporation/Organization or By-Laws   HTML    122K  
143: EX-3.142    Articles of Incorporation/Organization or By-Laws   HTML    166K  
144: EX-3.143    Articles of Incorporation/Organization or By-Laws   HTML    121K  
145: EX-3.144    Articles of Incorporation/Organization or By-Laws   HTML    167K  
146: EX-3.145    Articles of Incorporation/Organization or By-Laws   HTML    122K  
147: EX-3.146    Articles of Incorporation/Organization or By-Laws   HTML    165K  
148: EX-3.147    Articles of Incorporation/Organization or By-Laws   HTML    130K  
149: EX-3.148    Articles of Incorporation/Organization or By-Laws   HTML    163K  
150: EX-3.149    Articles of Incorporation/Organization or By-Laws   HTML    138K  
16: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML    197K 
151: EX-3.150    Articles of Incorporation/Organization or By-Laws   HTML    163K  
152: EX-3.151    Articles of Incorporation/Organization or By-Laws   HTML    130K  
153: EX-3.152    Articles of Incorporation/Organization or By-Laws   HTML    163K  
154: EX-3.153    Articles of Incorporation/Organization or By-Laws   HTML    132K  
155: EX-3.154    Articles of Incorporation/Organization or By-Laws   HTML    163K  
156: EX-3.155    Articles of Incorporation/Organization or By-Laws   HTML    125K  
157: EX-3.156    Articles of Incorporation/Organization or By-Laws   HTML    163K  
158: EX-3.157    Articles of Incorporation/Organization or By-Laws   HTML    130K  
159: EX-3.158    Articles of Incorporation/Organization or By-Laws   HTML    163K  
160: EX-3.159    Articles of Incorporation/Organization or By-Laws   HTML    122K  
17: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML    163K 
161: EX-3.160    Articles of Incorporation/Organization or By-Laws   HTML    166K  
162: EX-3.161    Articles of Incorporation/Organization or By-Laws   HTML    128K  
163: EX-3.162    Articles of Incorporation/Organization or By-Laws   HTML    163K  
164: EX-3.163    Articles of Incorporation/Organization or By-Laws   HTML    124K  
165: EX-3.164    Articles of Incorporation/Organization or By-Laws   HTML    162K  
166: EX-3.165    Articles of Incorporation/Organization or By-Laws   HTML    127K  
167: EX-3.166    Articles of Incorporation/Organization or By-Laws   HTML    162K  
168: EX-3.167    Articles of Incorporation/Organization or By-Laws   HTML    124K  
169: EX-3.168    Articles of Incorporation/Organization or By-Laws   HTML    162K  
170: EX-3.169    Articles of Incorporation/Organization or By-Laws   HTML    133K  
18: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML    130K 
171: EX-3.170    Articles of Incorporation/Organization or By-Laws   HTML    162K  
172: EX-3.171    Articles of Incorporation/Organization or By-Laws   HTML    122K  
173: EX-3.172    Articles of Incorporation/Organization or By-Laws   HTML    162K  
174: EX-3.173    Articles of Incorporation/Organization or By-Laws   HTML    121K  
175: EX-3.174    Articles of Incorporation/Organization or By-Laws   HTML    162K  
176: EX-3.175    Articles of Incorporation/Organization or By-Laws   HTML    121K  
177: EX-3.176    Articles of Incorporation/Organization or By-Laws   HTML    162K  
178: EX-3.177    Articles of Incorporation/Organization or By-Laws   HTML    124K  
179: EX-3.178    Articles of Incorporation/Organization or By-Laws   HTML    162K  
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19: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML    164K 
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182: EX-3.181    Articles of Incorporation/Organization or By-Laws   HTML    123K  
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186: EX-3.185    Articles of Incorporation/Organization or By-Laws   HTML    130K  
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EX-3.4   —   Articles of Incorporation/Organization or By-Laws


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-3.4  

Exhibit 3.4

 

 

 

 

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

BYLAWS

 

 

 

 

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TABLE OF CONTENTS

 

         Page  

ARTICLE I.

  OFFICES      1   

Section 1.

  Registered Office.      1   

Section 2.

  Other Offices.      1   

ARTICLE II.

  MEETINGS OF STOCKHOLDERS      1   

Section 1.

  Place of Meetings.      1   

Section 2.

  Annual Meetings.      1   

Section 3.

  Special Meetings.      1   

Section 4.

  Notice of Meetings.      1   

Section 5.

  Quorum; Adjournment.      2   

Section 6.

  Proxies and Voting.      2   

Section 7.

  Stock List.      3   

Section 8.

  Actions by Stockholders.      3   

ARTICLE III.

  BOARD OF DIRECTORS      4   

Section 1.

  Duties and Powers.      4   

Section 2.

  Number and Term of Office.      4   

Section 3.

  Vacancies.      4   

Section 4.

  Meetings.      4   

Section 5.

  Quorum.      5   

Section 6.

  Actions of Board Without a Meeting.      5   

Section 7.

  Meetings by Means of Conference Telephone.      5   

Section 8.

  Committees.      5   

Section 9.

  Compensation.      6   

Section 10.

  Removal.      6   

 

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         Page  

ARTICLE IV.

  OFFICERS      6   

Section 1.

  General.      6   

Section 2.

  Election; Term of Office; Resignation; Removal.      6   

Section 3.

  Chairman of the Board.      6   

Section 4.

  President.      6   

Section 5.

  Vice President.      7   

Section 6.

  Secretary.      7   

Section 7.

  Assistant Secretaries.      7   

Section 8.

  Treasurer.      8   

Section 9.

  Assistant Treasures.      8   

Section 10.

  Other Officers.      8   

ARTICLE V.

  STOCK      8   

Section 1.

  Form of Certificates.      8   

Section 2.

  Signatures.      8   

Section 3.

  Lost Certificates.      8   

Section 4.

  Transfers.      9   

Section 5.

  Record Date.      9   

Section 6.

  Beneficial Owners.      9   

Section 7.

  Voting Securities Owned by the Corporation.      9   

ARTICLE VI.

  NOTICES      10   

Section 1.

  Notices to Stockholders.      10   

Section 2.

  Waiver of Notice.      10   

ARTICLE VII.

  GENERAL PROVISIONS      10   

Section 1.

  Dividends.      10   

 

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         Page  

Section 2.

  Disbursements.      10   

Section 3.

  Corporation Seal.      10   

ARTICLE VIII.

  DIRECTORS’ LIABILITY AND INDEMNIFICATION      11   

Section 1.

  Right to Indemnification.      11   

Section 2.

  Right to Advancement of Expenses.      11   

Section 3.

  Right of Covered Person to Bring Suit.      11   

Section 4.

  Non-Exclusivity of Rights.      12   

Section 5.

  Insurance.      12   

Section 6.

  Indemnification of Employees and Agents of the Corporation.      12   

Section 7.

  Amendment.      12   

ARTICLE IX.

  AMENDMENTS      13   

 

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BYLAWS

OF

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

(hereinafter called the “Corporation”)

ARTICLE I.

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the Board of Directors, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than ten (10) percent of the votes at the meeting. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4. Notice of Meetings. Notice of the place, date, and hour of all stockholder meetings, the means of remote communications, if any, by which stockholders

 

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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 than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation.

Section 5. Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation.

All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

 

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All elections of directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast.

Section 7. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such 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.

The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 8. Actions by Stockholders. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such 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 the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 8, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery in accordance with the provisions of Section 228(d) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

 

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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number and Term of Office. The Board of Directors shall consist of one (1) or more members. The number of directors shall be fixed and may be changed from time to time by resolution duly adopted by the Board of Directors or the stockholders, except as otherwise provided by law or the Certificate of Incorporation. Except as provided in Section 3 of this Article, directors shall be elected by the holders of record of a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 3. Vacancies. 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 a sole remaining director or by the stockholders entitled to vote at any Annual or Special Meeting held in accordance with Article II, and the directors so chosen shall hold office until the next Annual or Special Meeting duly called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director by whom it is not waived either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws.

 

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Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and 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. 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 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, 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 committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or any committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a 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 pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members 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 committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, 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. Each committee shall keep regular minutes and report to the Board of Directors when required.

 

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Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 10. Removal. Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

Section 11. General. The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer). The Board of Directors may also appoint a chief financial officer and a chief operating officer, and the Board of Directors or the President may also appoint one (1) or more vice presidents, assistant secretaries or assistant treasurers, and such other officers as either the Board of Directors or the President, in their discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 12. Election; Term of Office; Resignation; Removal. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation appointed by the Board of Directors shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer. Each officer of the Corporation appointed by the President shall exercise such powers and perform such duties as shall be determined from time to time by the President. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove any officer, and the President may at any time, with or without cause, remove any officer whom he or she appointed pursuant to Section 1 of this Article.

Section 13. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meeting of the board of Directors and shall perform such duties as shall be assigned, and shall exercise such powers, as may be prescribed by the Board of Directors from time to time.

 

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Section 14. President. The President shall be the chief executive officer and (if no other person has been appointed as such) the chief operating officer of the Corporation; shall (unless the Chairman of the board elects otherwise) preside at all meetings of the Board of Directors and stockholders; shall have general supervision and active management of the business and finances of the Corporation; and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers to any other officer or officers. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.

Section 15. Vice President. The vice presidents shall perform such duties and have such other powers as the Board of Directors or the President may from time to time prescribe. In the absence of the President or in the event of his inability or refusal to act, the most senior available officer appointed by the Board of Directors, or in the absence of such appointment, the following officers, if such officer positions exist, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; first, the chief financial officer, next, the chief operating officer, next, the executive level vice president (or in the event there be more than one (1) executive vice president, then in the order of their appointment).

Section 16. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 17. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such

 

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powers as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary, and shall have the authority to perform all functions of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 18. Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books of the Corporation to be maintained for such purpose; shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in depositories designated from time to time by the Board of Directors; and shall disburse the funds of the Corporation as may be ordered by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.

Section 19. Assistant Treasurers. Except as may be otherwise provided in these Bylaws, Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Treasurer, and shall have the authority to perform all functions of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 20. Other Officers. Such other officers as the Board of Directors or the President may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors or the President, respectively. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE IV.

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.

Section 2. Signatures. Any or all the signatures on the certificate may be a facsimile. In case 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 such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person

 

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claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. 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 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) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

 

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ARTICLE V.

NOTICES

Section 1. Notices to Stockholders. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

Section 2. Waiver of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the notice required to be given to such person.

ARTICLE VI.

GENERAL PROVISIONS

Section 1. Dividends. 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 or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock or in any combination thereof. Before payment of any dividend, 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 its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

Section 3. Corporation Seal. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

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ARTICLE VII.

DIRECTORS’ LIABILITY AND INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection therewith; provided, however, that, except as provided in Section 3 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

Section 2. Right to Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition (hereinafter, an “advancement of expenses”), provided, however, that, if the Delaware General Corporation Law so requires, an advancement of expenses incurred by a Covered Person in his or her capacity as such shall be made only upon delivery to the Corporation of an undertaking (hereinafter, an “undertaking”), by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that such Covered Person is not entitled to be indemnified for such expenses under Section 2 of this Article or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be such and shall inure to the benefit of the Covered Person’s heirs, executors and administrators.

Section 3. Right of Covered Person to Bring Suit. If a claim under Section 1 or 2 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Covered Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Covered Person to enforce

 

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a right to indemnification hereunder (but not in a suit brought by the Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met the applicable standard for indemnification set forth in the Delaware General Corporation Law. To the fullest extent permitted by law, neither the failure of the Corporation (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its disinterested directors, committee thereof, independent legal counsel or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article X or otherwise shall, to the extent permitted by law, be on the Corporation.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article X shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, the Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Amendment. Any repeal or modification of this Article VIII shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.

 

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ARTICLE VIII.

AMENDMENTS

Except as otherwise specifically stated within an Article to be altered, amended or repealed, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors or of the stockholders.

 

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THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Assistant Secretary of Charter Communications Operating Capital Corp. and that the foregoing Bylaws were adopted as the Bylaws of said corporation as of the 24th day of March, 2004, by the sole director of said corporation.

Dated as of March 24, 2004.

 

/s/ Patricia M. Carroll

Patricia M. Carroll, Assistant Secretary

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed on:10/7/168-K
3/24/04
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/24  Cco Holdings LLC                  10-K       12/31/23  102:15M
 1/27/23  Cco Holdings LLC                  10-K       12/31/22  104:10M
 1/28/22  Cco Holdings LLC                  10-K       12/31/21   93:12M
 3/18/21  Cco Holdings LLC                  S-4                    6:1M                                     Toppan Merrill/FA
 2/05/21  Cco Holdings LLC                  10-K       12/31/20   90:12M
10/27/16  SEC                               UPLOAD10/06/17    1:246K CC V Holdings LLC
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