AOL TIME WARNER INC.
SECTION 1. Registered Office. The registered office of AOL TIME WARNER INC.
(hereinafter called the "Corporation") in the State of Delaware shall be at
1013 Centre Road, City of Wilmington, County of New Castle, and the registered
agent shall be Corporation Service Company, or such other office or agent as
the Board of Directors of the Corporation (the "Board") shall from time to time
SECTION 2. Other Offices. The Corporation may also have an office or
offices, and keep the books and records of the Corporation, except as may
otherwise be required by law, at such other place or places, either within or
without the State of Delaware, as the Board may from time to time determine or
the business of the Corporation may require.
Meetings of Stockholders
SECTION 1. Place of Meeting. All meetings of the stockholders of the
Corporation (the "stockholders") shall be held seriatim (sequentially) in New
York City, New York, Los Angeles, California, Atlanta, Georgia and Dulles,
SECTION 2. Annual Meetings. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such hour as
shall from time to time be fixed by the Board. Any previously scheduled annual
meeting of the stockholders may be postponed by action of the Board taken prior
to the time previously scheduled for such annual meeting of the stockholders.
SECTION 3. Special Meetings. Except as otherwise required by law or the
Restated Certificate of Incorporation of the Corporation (the "Certificate")
and subject to the rights of the holders of any series of Preferred Stock or
Series Common Stock or any class or series of stock having a preference over
the Common Stock as to dividends or upon dissolution, liquidation or winding
up, special meetings of the stockholders for any purpose or purposes may be
called by the Chief Executive Officer or a majority of the entire Board. Only
such business as is specified in the notice of any special meeting of the
stockholders shall come before such meeting.
SECTION 4. Notice of Meetings. Except as otherwise provided by law, notice
of each meeting of the stockholders, whether annual or special, shall be given
not less than 10 days nor more than 60 days before the date of the meeting to
each stockholder of record entitled to notice of the meeting. If mailed, such
notice shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation. Each such notice shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. Notice of any meeting of
the stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy without protesting, prior to or at
the commencement of the meeting, the lack of proper notice to such stockholder,
or who shall waive notice thereof as provided in Article X of these By-laws.
Notice of adjournment of a meeting of the stockholders need not be given if the
time and place to which it is adjourned are announced at such meeting, unless
the adjournment is for more than 30 days or, after adjournment, a new record
date is fixed for the adjourned meeting.