**Exhibit 3.2**

 

**AMENDED AND RESTATED**

**BYLAWS**

** **

** **

**OF**

** **

** **

**iPCS, INC.**

** **

** **

**(A DELAWARE CORPORATION)**

** **

**Amended and Restated as of February 3, 2006**

 

----

 
| ARTICLE I   | OFFICES                                       |   |
|------------------|-----------------------------------------------|--------|
| SECTION 1.  | REGISTERED  OFFICE                            |   |
| SECTION 2.  | OTHER OFFICES                                 |   |
| ARTICLE II  | CORPORATE SEAL                                |   |
| SECTION 3.  | CORPORATE SEAL                                |   |
| ARTICLE III | STOCKHOLDERS’  MEETINGS                  |   |
| SECTION 4.  | PLACE OF  MEETINGS                            |   |
| SECTION 5.  | ANNUAL MEETING                                |   |
| SECTION 6.  | SPECIAL MEETINGS                              |   |
| SECTION 7.  | NOTICE OF  MEETINGS                           |   |
| SECTION 8.  | QUORUM                                        |   |
| SECTION 9.  | ADJOURNMENT AND  NOTICE OF ADJOURNED MEETINGS |   |
| SECTION 10. | VOTING RIGHTS                                 |   |
| SECTION 11. | JOINT OWNERS  OF STOCK                        |   |
| SECTION 12. | LIST OF  STOCKHOLDERS                         |   |
| SECTION 13. | ACTION WITHOUT  MEETING                       |   |
| SECTION 14. | ORGANIZATION                                  |   |
| ARTICLE IV  | DIRECTORS                                     |   |
| SECTION 15. | NUMBER                                        |   |
| SECTION 16. | POWERS                                        |   |
| SECTION 17. | TERM OF OFFICE                                |   |
| SECTION 18. | VACANCIES                                     |   |
| SECTION 19. | RESIGNATION                                   |   |
| SECTION 20. | REMOVAL                                       |   |
| SECTION 21. | MEETINGS                                      |   |
| (a)              | ANNUAL  MEETINGS                              |   |
| (b)              | REGULAR OR SPECIAL MEETINGS                   |   |
| (c)              | TELEPHONE  MEETINGS                           |   |
| (d)              | NOTICE  OF MEETINGS                           |   |
| (e)              | WAIVER  OF NOTICE                             |   |
| SECTION 22. | QUORUM AND  VOTING                            |   |
| SECTION 23. | ACTION WITHOUT  MEETING                       |   |
| SECTION 24. | FEES AND  COMPENSATION                        |   |
| SECTION 25. | COMMITTEES                                    |   |
| (a)              | COMMITTEES                                    |   |
|                  |                                               |        |  |  |

 

i

----

 
| (b)               | TERM                                                                                  |   |
|-------------------|---------------------------------------------------------------------------------------|--------|
| (c)               | MEETINGS                                                                              |   |
| SECTION 26.  | ORGANIZATION                                                                          |   |
| ARTICLE V    | OFFICERS                                                                              |   |
| SECTION 27.  | OFFICERS  DESIGNATED                                                                  |   |
| SECTION 28.  | TENURE AND  DUTIES OF OFFICERS                                                        |   |
| (a)               | GENERAL                                                                               |   |
| (b)               | DUTIES OF CHIEF  EXECUTIVE OFFICER                                                    |   |
| (c)               | DUTIES  OF PRESIDENT                                                                  |   |
| (d)               | DUTIES OF CHIEF  FINANCIAL OFFICER                                                    |   |
| (e)               | DUTIES OF EXECUTIVE  VICE PRESIDENTS                                                  |   |
| (f)               | DUTIES OF SENIOR VICE  PRESIDENTS                                                     |   |
| (g)               | DUTIES OF VICE PRESIDENTS                                                             |   |
| (h)               | DUTIES  OF TREASURER                                                                  |   |
| (i)               | DUTIES  OF CONTROLLER                                                                 |   |
| (j)               | DUTIES  OF SECRETARY                                                                  |   |
| SECTION 29.  | DELEGATION OF  AUTHORITY                                                              |   |
| SECTION 30.  | RESIGNATIONS                                                                          |   |
| ARTICLE VI   | EXECUTION OF  CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION |   |
| SECTION 31.  | EXECUTION OF  CORPORATE INSTRUMENTS                                                   |   |
| SECTION 32.  | VOTING OF  SECURITIES OWNED BY THE CORPORATION                                        |   |
| ARTICLE VII  | SHARES OF  STOCK                                                                      |   |
| SECTION 33.  | FORM AND  EXECUTION OF CERTIFICATES                                              |   |
| SECTION 34.  | LOST  CERTIFICATES                                                                    |   |
| SECTION 35.  | TRANSFERS                                                                             |   |
| SECTION 36.  | FIXING RECORD  DATES                                                                  |   |
| SECTION 37.  | REGISTERED  STOCKHOLDERS                                                              |   |
| ARTICLE VIII | DIVIDENDS                                                                             |   |
| SECTION 38.  | DECLARATION OF  DIVIDENDS                                                             |   |
| SECTION 39.  | DIVIDEND  RESERVE                                                                     |   |
| SECTION 40.  | FISCAL YEAR                                                                           |   |
| ARTICLE X    | NOTICES                                                                               |   |
| SECTION 41.  | NOTICES                                                                               |   |
| (a)               | NOTICE TO STOCKHOLDERS                                                                |   |
| (b)               | NOTICE  TO DIRECTORS                                                                  |   |
|                   |                                                                                       |        |  |  |

 

ii

----

 
| (c)              | AFFIDAVIT  OF MAILING                                 |   |
|------------------|-------------------------------------------------------|--------|
| (d)              | TIME NOTICES DEEMED GIVEN                             |   |
| (e)              | METHODS  OF NOTICE                                    |   |
| (f)              | FAILURE TO RECEIVE NOTICE                             |   |
| (g)              | NOTICE  TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL |   |
| (h)              | NOTICE  TO PERSON WITH UNDELIVERABLE ADDRESS          |   |
| ARTICLE XI  | AMENDMENTS                                            |   |
| SECTION 42. | AMENDMENTS                                            |   |
|                  |                                                       |        |  |  |

 

iii

----

 

**AMENDED AND RESTATED**

**BYLAWS**

** **

**OF**

** **

**iPCS, INC.(a Delaware Corporation)**

** **

**ARTICLE I**OFFICES

** **

**SECTION 1****.  **REGISTEREDOFFICE****.  Theregistered office of the corporation in the State of Delaware shall be in theCity of Wilmington, County of New Castle.

 

**SECTION 2****.**  **OTHER****OFFICES**.  The corporation shallalso have and maintain an office or principal place of business at such placeas may be fixed by the Board of Directors, and may also have offices at suchother places, both within and without the State of Delaware as the Board ofDirectors may from time to time determine or the business of the corporationmay require.

 

**ARTICLE II**CORPORATE SEAL

** **

**SECTION 3****.**  **CORPORATE****SEAL**.  The Board ofDirectors may adopt a corporate seal and use the same by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

**ARTICLE III**STOCKHOLDERS’ MEETINGS

** **

**SECTION 4****.**  **PLACE****OF MEETINGS**.  Meetings of thestockholders of the corporation shall be held at such place, either within orwithout the State of Delaware, as may be designated from time to time by theBoard of Directors, or, if not so designated, then at the office of thecorporation required to be maintained pursuant to Section 2 hereof.

 

**SECTION 5****.**  **ANNUAL****MEETING**.

 

(a)                                  Theannual meeting of the stockholders of the corporation, for the purpose ofelection of directors and for such other business as may lawfully come beforeit, shall be held on such date and at such time as may be designated from timeto time by the Board of Directors; provided, however, that,except as may be otherwise required by the rules of any applicablesecurities exchange, the Securities and Exchange Commission or applicable law,the 2006 annual meeting of the corporation shall be held no earlier than May 1,2006.

 

1

----

 

(b)                                 Atan annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting. To be properly broughtbefore an annual meeting, business must be: (A) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (B) otherwise properly brought before the meeting by or atthe direction of the Board of Directors, or (C) otherwise properly broughtbefore the meeting by a stockholder of the corporation (i) who is astockholder of record on the record date for the determination of stockholdersentitled to vote at such meeting, on the date such stockholder provides timelynotice to the corporation as provided herein and on the date of the annual meetingand (ii) who complies with the notice procedures set forth in thisparagraph (b). In addition to any other applicable requirements, for businessto be properly brought before an annual meeting by a stockholder, thestockholder must have given timely notice thereof in writing to the Secretaryof the corporation. To be timely, a stockholder’s notice must be delivered toor mailed and received at the principal executive offices of the corporationnot less than ninety (90) calendar days and not more than one hundred twenty(120) calendar days prior to the anniversary date of the corporation’spreceding annual meeting of stockholders; provided, however, that in the eventthat no annual meeting was held in the previous year or the annual meeting iscalled for a date that is not within twenty-five (25) days before or after suchanniversary date, notice by the stockholder in order to be timely must be soreceived not later than the close of business on the tenth (10th) day followingthe day on which such notice of the date of the annual meeting was mailed orsuch public announcement in a press release or in a filing with the Securitiesand Exchange Commission of the date of the annual meeting was made, whicheveroccurs first. A stockholder’s notice to the Secretary shall set forth as toeach matter the stockholder proposes to bring before the annual meeting: (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting, (ii) thename and address, as they appear on the corporation’s books, of the stockholderproposing such business, (iii) the class and number of shares of thecorporation which are beneficially owned by the stockholder, (iv) anymaterial interest of the stockholder in such business, (v) notice whetherthe stockholder intends to solicit proxies in connection with the proposedmatter and (vi) any other information that is required to be provided bythe stockholder pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “1934 Act”), in his, her or its capacity as a proponentof a stockholder proposal. Notwithstanding the foregoing, in order to includeinformation with respect to a stockholder proposal in the proxy statement andform of proxy for a stockholder’s meeting, stockholders must provide notice asrequired by the regulations promulgated under the 1934 Act. Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at anyannual meeting except in accordance with the procedures set forth in thisparagraph (b). The chairman of the annual meeting shall, if the facts warrant,determine and declare at the meeting that business was not properly broughtbefore the meeting and in accordance with the provisions of this paragraph (b),and, if he should so determine, he shall so declare at the meeting that anysuch business not properly brought before the meeting shall not be transacted.

 

(c)                                  Onlypersons who are nominated in accordance with the procedures set forth in thisparagraph (c) shall be eligible for election as directors. Nominations ofpersons for election to the Board of Directors of the corporation may be madeat a meeting of stockholders by or at the direction of the Board of Directorsor by any stockholder of the corporation entitled to vote in the election ofdirectors at the meeting (i) who is a stockholder of record on the recorddate for the determination of stockholders entitled to vote at such meeting, onthe date such

 

2

----

 

stockholderprovides timely notice to the corporation as provided herein and on the date ofthe annual meeting and (ii) who complies with the notice procedures setforth in this paragraph (c). Such nominations, other than those made by or atthe direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the corporation in accordance with theprovisions of paragraph (b) of this Section 5. Such stockholder’snotice shall set forth (i) as to each person, if any, whom the stockholderproposes to nominate for election or re-election as a director: (A) thename, age, business address and residence address of such person, (B) theprincipal occupation or employment of such person, (C) the class andnumber of shares of the corporation which are beneficially owned by suchperson, (D) a description of all arrangements or understandings betweenthe stockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nominations are to be made by thestockholder, and (E) any other information relating to such person that isrequired to be disclosed in solicitations of proxies for election of directors,or is otherwise required, in each case pursuant to Regulation 14A under the1934 Act (including without limitation such person’s written consent to beingnamed in the proxy statement, if any, as a nominee and to serving as a directorif elected); and (ii) as to such stockholder giving notice, the informationrequired to be provided pursuant to paragraph (b) of this Section 5.At the request of the Board of Directors, any person nominated by a stockholderfor election as a director shall furnish to the Secretary of the corporationthat information required to be set forth in the stockholder’s notice ofnomination which pertains to the nominee. No person shall be eligible forelection as a director of the corporation unless nominated in accordance withthe procedures set forth in this paragraph 5(c). The chairman of the meetingshall, if the facts warrant, determine and declare at the meeting that anomination was not made in accordance with the procedures prescribed by theseBylaws, and if he should so determine, he shall so declare at the meeting, andthe defective nomination shall be disregarded.

 

(d)                                 Forpurposes of this Section 5, “public announcement” shall mean disclosure ina press release reported by the Dow Jones News Service, Associated Press orcomparable national news service or in a document publicly filed by thecorporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15(d) of the 1934 Act.

 

**SECTION 6****.**  **SPECIAL MEETINGS**.

 

(a)                                  Specialmeetings of the stockholders of the corporation may be called, for any purposeor purposes, solely and exclusively by (i) the Chairman of the Board ofDirectors, (ii) the Chief Executive Officer, (iii) the President, (iv) theBoard of Directors pursuant to a resolution adopted by a majority of the totalnumber of authorized directors (whether or not there exist any vacancies inpreviously authorized directorships at the time any such resolution ispresented to the Board of Directors for adoption) or (v) the Secretaryupon receipt of a proper request from persons holding at least thirty-three andtwo-thirds percent (33-2/3%) of the voting power of all of thethen-outstanding shares of the voting stock of the corporation entitled to voteat such meeting (the “Voting Stock”), and shall be held at such place, on suchdate, and at such time as the Board of Directors shall fix.

 

(b)                                 Ifpersons holding at least thirty-three and two-thirds percent (33-2/3%) ofthe voting power of all of the then-outstanding shares of the Voting Stock calla special meeting of the stockholders of the corporation, the request shall: (i) bein writing; (ii) specify the specific

 

3

----

 

nature of thebusiness proposed to be transacted at such meeting; and (iii) be deliveredpersonally or sent by registered mail or by facsimile transmission to theSecretary.  The Secretary shall, inaccordance with the provisions of Section 7 of these Bylaws, promptly calla special meeting of the stockholders of the corporation to transact thebusiness specified in such request; provided, however, that no special meetingof the stockholders of the corporation pursuant to such a request will berequired to be convened if (x) the Board of Directors calls an annual orspecial meeting of the stockholders of the corporation to be held not laterthan ninety (90) calendar days after receipt by the Secretary of such a requestby the stockholders of the corporation and (y) the business proposed to betransacted at such annual or special meeting of the stockholders of thecorporation includes the business specified in such request by the stockholdersof the corporation.

 

(c)                                  Nobusiness may be transacted at a special meeting other than as specified in thenotice for such meeting. Upon determination of the time and place of themeeting, the Board of Directors shall cause notice to be given to thestockholders entitled to vote, in accordance with the provisions of Section 7of these Bylaws.  Nothing contained inthis paragraph (b) shall be construed as limiting, fixing, or affectingthe time when a meeting of stockholders called by action of the Board ofDirectors may be held.

 

**SECTION 7****.  **NOTICE OFMEETINGS****.  Exceptas otherwise provided by law or the Certificate of Incorporation, writtennotice of each meeting of stockholders shall be given not less than ten (10) normore than sixty (60) days before the date of the meeting to each stockholderentitled to vote at such meeting, such notice to specify the place, date andhour and purpose or purposes of the meeting.

 

**SECTION 8****.**  **QUORUM**.  At all meetings of stockholders, except whereotherwise provided by statute or by the Certificate of Incorporation, or bythese Bylaws, the presence, in person or by proxy duly authorized, of theholders of a majority of the outstanding shares of stock entitled to vote shallconstitute a quorum for the transaction of business. In the absence of aquorum, any meeting of stockholders may be adjourned, from time to time, eitherby the chairman of the meeting or by vote of the holders of a majority of theshares represented thereat, but no other business shall be transacted at suchmeeting until the meeting is duly reconvened and a quorum is present. Thestockholders present at a duly called or convened meeting, at which a quorum ispresent, may continue to transact business until adjournment, notwithstandingthe withdrawal of enough stockholders to leave less than a quorum. Except asotherwise provided by law, the Certificate of Incorporation or these Bylaws,all action taken by the holders of a majority of the vote cast, excluding abstentions,at any meeting at which a quorum is present shall be valid and binding upon thecorporation; provided, however, that directors shall be elected by a pluralityof the votes of the shares present in person or represented by proxy at themeeting and entitled to vote on the election of directors. Where a separatevote by a class or classes or series is required, except where otherwiseprovided by the statute or by the Certificate of Incorporation or these Bylaws,a majority of the outstanding shares of such class or classes or series,present in person or represented by proxy, shall constitute a quorum entitledto take action with respect to that vote on that matter and, except whereotherwise provided by the statute or by the Certificate of Incorporation orthese Bylaws, the affirmative vote of the majority (plurality, in the case ofthe election of directors) of the votes cast, including abstentions, by theholders of shares of such class or classes or series shall be the act of suchclass or classes or series.

 

4

----

 

**SECTION 9****.**  **ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS**.  Any meeting of stockholders, whether annualor special, may be adjourned from time to time either by the chairman of themeeting or by the vote of a majority of the shares casting votes, excludingabstentions. When a meeting is adjourned to another time or place, notice neednot be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjournedmeeting, the corporation may transact any business which might have beentransacted at the original meeting. If the adjournment is for more than thirty(30) days or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

 

**SECTION 10****.**  **VOTING RIGHTS. **Forthe purpose of determining those stockholders entitled to vote at any meetingof the stockholders, except as otherwise provided by law, only persons in whosenames shares stand on the stock records of the corporation on the record date,as provided in Section 12 of these Bylaws, shall be entitled to vote atany meeting of stockholders. Every person entitled to vote shall have the rightto do so either in person or by an agent or agents authorized by a proxygranted in accordance with Delaware law, provided, however, that no stockholdermay name more than two persons as proxies to attend and vote such stockholder’sshares at any meeting of stockholders. An agent so appointed need not be a stockholder.

 

**SECTION 11****.**  **JOINT OWNERS OF STOCK**.  If shares or other securities having votingpower stand of record in the names of two or more persons, whether fiduciaries,members of a partnership, joint tenants, tenants in common, tenants by theentirety, or otherwise, or if two or more persons have the same fiduciaryrelationship respecting the same shares, unless the Secretary is given writtennotice to the contrary and is furnished with a copy of the instrument or orderappointing them or creating the relationship wherein it is so provided, theiracts with respect to voting shall have the following effect: (a) if onlyone votes, such person’s act binds all; (b) if more than one votes, theact of the majority so voting binds all; (c) if more than one votes, butthe vote is evenly split on any particular matter, each faction may vote thesecurities in question proportionally, or may apply to the Delaware Court ofChancery or such other court as may have jurisdiction for relief as provided inSection 217(b) of the General Corporation Law of Delaware. If theinstrument filed with the Secretary shows that any such tenancy is held inunequal interests, a majority or even-split for the purpose of subsection (c) shallbe a majority or even-split in interest.

 

**SECTION 12****.**  **LIST OF STOCKHOLDERS**.  The Secretary shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete listof the stockholders entitled to vote at said meeting, arranged in alphabeticalorder, showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten (10) days prior tothe 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 notspecified, at the place where the meeting is to be held. The list shall beproduced and kept at the time and place of meeting during the whole timethereof and may be inspected by any stockholder who is present.

 

5

----

 

**SECTION 13****.**  **ACTION WITHOUT MEETING**.  No action shall be taken by the stockholdersexcept at an annual or special meeting of stockholders called in accordancewith these Bylaws, and no action shall be taken by the stockholders by writtenconsent.

 

**SECTION 14****.**  **ORGANIZATION**.

 

(a)                                  Atevery meeting of stockholders, the Chairman of the Board of Directors, or, if aChairman has not been appointed or is absent, the Chief Executive Officer, or,if the Chief Executive Officer is absent, the President, or, if the Presidentis absent, a chairman of the meeting chosen by a majority in interest of thestockholders entitled to vote, present in person or by proxy, shall act aschairman. The Secretary, or, in his or her absence, an Assistant Secretary directedto do so by the chairman of the meeting, shall act as secretary of the meeting.

 

(b)                                 TheBoard of Directors of the corporation shall be entitled to make such rules orregulations for the conduct of meetings of stockholders as it shall deemnecessary, appropriate or convenient. Subject to such rules andregulations of the Board of Directors, if any, the chairman of the meetingshall have the right and authority to prescribe such rules, regulations andprocedures and to do all such acts as, in the judgment of such chairman, arenecessary, appropriate or convenient for the proper conduct of the meeting,including, without limitation, establishing an agenda or order of business forthe meeting, rules and procedures for maintaining order at the meeting andthe safety of those present, limitations on participation in such meeting tostockholders of record of the corporation and their duly authorized andconstituted proxies and such other persons as the chairman shall permit,restrictions on entry to the meeting after the time fixed for the commencementthereof, limitations on the time allotted to questions or comments byparticipants and regulation of the opening and closing of the polls forballoting on matters which are to be voted on by ballot. Unless and to theextent determined by the Board of Directors or the chairman of the meeting,meetings of stockholders shall not be required to be held in accordance with rules ofparliamentary procedure.

 

**ARTICLE IV**DIRECTORS

** **

**SECTION 15****.**  **NUMBER**.  The authorized number of directors of thecorporation shall be fixed in accordance with the Certificate of Incorporation.Directors need not be stockholders unless so required by the Certificate ofIncorporation.  The Board of Directorsshall, by a majority vote of the directors, appoint a Chairman of the Board ofthe Directors, which Chairman of the Board of Directors shall have such dutiesas set forth in these Bylaws or as otherwise determined by the Board ofDirectors.  Notwithstanding the previoussentence, until at least the 2006 annual meeting of the stockholders of thecorporation, Robert Katz (“RK”) shall serve as the Chairman of the Board ofDirectors (if RK is willing and able to serve in such capacity and is otherwisea director during such time) unless, prior to the 2006 annual meeting of thestockholders of the corporation, both a majority of the Horizon Directors and amajority of the iPCS Directors determine, in such directors’ independentbusiness judgment, that it would be inconsistent with such directors’ fiduciaryduties to the stockholders of the corporation for RK to continue as Chairman ofthe Board of Directors, in which case RK shall be removed as Chairman

 

6

----

 

of the Board ofDirectors and the Chairman of the Board of Directors shall be determined inaccordance with the previous sentence.

 

**SECTION 16****.**  **POWERS**.  The powers of the corporation shall beexercised, its business conducted and its property controlled by the Board ofDirectors, except as may be otherwise provided by statute or by the Certificateof Incorporation.

 

**SECTION 17****.**  **TERM OF OFFICE**.  Except as set forth in the Certificate ofIncorporation, each director shall serve until his or her successor is dulyelected and qualified or until his or her death, resignation or removal. Nodecrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director.

 

**SECTION 18****.**  **VACANCIES**.  Subject to the rights of the holders of anyseries of Preferred Stock and to the provisions set forth in paragraph (4) ofArticle V.A. of the Certificate of Incorporation, any vacancies on theBoard of Directors resulting from death, resignation, disqualification, removalor other causes and any newly created directorships resulting from any increasein the number of directors may, except as otherwise provided by law, be filledby the affirmative vote of a majority of the directors then in office, eventhough less than a quorum of the Board of Directors, or by a sole remaining director,or by the affirmative vote of the holders of a majority of the voting power ofall of the then-outstanding shares of the Voting Stock.  Any director elected in accordance with thepreceding sentence shall hold office for the remainder of the full term of thedirector for which the vacancy was created or occurred and until such director’ssuccessor shall have been elected and qualified.

 

**SECTION 19****.**  **RESIGNATION**.  Any director may resign at any time bydelivering his or her written resignation to the Secretary, such resignation tospecify whether it will be effective at a particular time, upon receipt by theSecretary or at the pleasure of the Board of Directors. If no suchspecification is made, it shall be deemed effective at the pleasure of the Boardof Directors.  Except as provided in theCertificate of Incorporation (including, without limitation, paragraph (4) ofArticle V.A thereof), when one or more directors shall resign from theBoard of Directors, effective at a future date, such vacancy or vacancies may,except as otherwise provided by law, be filled by the affirmative vote of amajority of the directors then in office, including those who have so resigned,or by a sole remaining director, or by the affirmative vote of the holders of amajority of the voting power of all of the then-outstanding shares of theVoting Stock, in each case, the vote thereon to take effect when suchresignation or resignations shall become effective, and each Director so chosenshall hold office for the unexpired portion of the term of the Director whoseplace shall be vacated and until his or her successor shall have been dulyelected and qualified.

 

**SECTION 20****.**  **REMOVAL**.  Subject to any limitations imposed by law,the Board of Directors or any individual director may be removed from office atany time with or without cause by the affirmative vote of the holders of amajority of the voting power of all the then-outstanding shares of VotingStock.

 

7

----

 

**SECTION 21****.**  **MEETINGS**.

 

(a)                                  **ANNUAL MEETINGS**.  The annual meeting of the Board of Directorsshall be held immediately before or after the annual meeting of stockholdersand at the place where such meeting of stockholders is held. No notice of anannual meeting of the Board of Directors shall be necessary and such meetingshall be held for the purpose of electing officers and transacting such otherbusiness as may lawfully come before it.

 

(b)                                 **REGULAR OR SPECIALMEETINGS**. Unless otherwise restricted by the Certificate of Incorporation, regularor special meetings of the Board of Directors may be held at any time and placewithin or without the State of Delaware by resolution of the Board of Directorsor whenever called by the Chairman of the Board, the Chief Executive Officer orthe President.

 

(c)                                  **TELEPHONE MEETINGS**.  Any member of the Board of Directors, or ofany committee thereof, may participate in a meeting by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in ameeting by such means shall constitute presence in person at such meeting.

 

(d)                                 **NOTICE OF MEETINGS**.  Notice of the time and place of all meetingsof the Board of Directors shall be orally or in writing, by telephone,facsimile, e-mail, telegraph or telex, during normal business hours, at leasttwenty-four (24) hours before the date and time of the meeting, or sent inwriting to each director (i) by overnight delivery, charges prepaid, atleast two (2) days before the date of the meeting or (ii) by firstclass mail, charges prepaid, at least three (3) days before the date ofthe meeting. Notice of any meeting may be waived in writing at any time beforeor after the meeting and will be waived by any director by attendance thereat,except when the director attends the meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened.

 

(e)                                  **WAIVER OF NOTICE**.  The transaction of all business at anymeeting of the Board of Directors, or any committee thereof, however called ornoticed, or wherever held, shall be as valid as though had at a meeting dulyheld after regular call and notice, if a quorum be present and if, eitherbefore or after the meeting, each of the directors not present shall sign awritten waiver of notice. All such waivers shall be filed with the corporaterecords or made a part of the minutes of the meeting.

 

**SECTION 22****.**  **QUORUM AND VOTING**.

 

(a)                                  Unlessthe Certificate of Incorporation requires a greater number, a quorum of theBoard of Directors shall consist of a majority of the exact number of directorsfixed from time to time by the Board of Directors in accordance with theCertificate of Incorporation; provided, however, at any meeting whether aquorum be present or otherwise, a majority of the directors present may adjournfrom time to time until the time fixed for the next regular meeting of theBoard of Directors, without notice other than by announcement at the meeting.

 

8

----

 

(b)                                 Ateach meeting of the Board of Directors at which a quorum is present, allquestions and business shall be determined by the affirmative vote of amajority of the directors present, unless a different vote is required by law,the Certificate of Incorporation or these Bylaws.

 

**SECTION 23****.**  **ACTION WITHOUT MEETING**.  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting, if all members of the Board ofDirectors or committee, as the case may be, consent thereto in writing or byelectronic transmission, and such writing or writings or electronictransmission or transmissions are filed with the minutes of proceedings of theBoard of Directors or committee.

 

**SECTION 24****.**  **FEES AND COMPENSATION**.  Directors shall be entitled to suchcompensation for their services as may be approved by the Board of Directors,including, if so approved, by resolution of the Board of Directors, a fixed sumand expenses of attendance, if any, for attendance at each regular or specialmeeting of the Board of Directors and at any meeting of a committee of theBoard of Directors. Nothing herein contained shall be construed to preclude anydirector from serving the corporation in any other capacity as an officer,agent, employee, or otherwise and receiving compensation therefore.

 

**SECTION 25****.**  **COMMITTEES**.

 

(a)                                  **COMMITTEES**.  The Board of Directors may, by resolution,from time to time appoint committees as may be permitted by law. Suchcommittees appointed by the Board of Directors shall consist of one (1) ormore members of the Board of Directors and shall have such powers and performsuch duties as may be prescribed by the resolution or resolutions creating suchcommittees.

 

(b)                                 **TERM**.  Each member of a committee of the Board ofDirectors shall serve a term on the committee coexistent with such member’sterm on the Board of Directors. The Board of Directors may at any time increaseor decrease the number of members of a committee or terminate the existence ofa committee. The membership of a committee member shall terminate on the date ofhis or her death or voluntary resignation from the committee or from the Boardof Directors. The Board of Directors may at any time for any reason remove anyindividual committee member and the Board of Directors may fill any committeevacancy created by death, resignation, removal or increase in the number ofmembers of the committee. The Board of Directors may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee, and, in addition, in theabsence or disqualification of any member of a committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of theBoard of Directors to act at the meeting in the place of any such absent ordisqualified member.

 

(c)                                  **MEETINGS**.  Unless the Board of Directors shall otherwiseprovide, regular meetings of any committee appointed pursuant to this Section 25shall be held at such times and places as are determined by the Board ofDirectors, or by any such committee, and when notice thereof has been given toeach member of such committee, no further notice of such

 

9

----

 

regular meetingsneed be given thereafter. Special meetings of any such committee may be held atany place which has been determined from time to time by such committee, andmay be called by any director who is a member of such committee, upon writtennotice to the members of such committee of the time and place of such specialmeeting given in the manner provided for the giving of written notice tomembers of the Board of Directors of the time and place of special meetings ofthe Board of Directors. Notice of any special meeting of any committee may bewaived in writing at any time before or after the meeting and will be waived byany director by attendance thereat, except when the director attends suchspecial meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened. A majority of the authorized number of members of any suchcommittee shall constitute a quorum for the transaction of business, and theact of a majority of those present at any meeting at which a quorum is presentshall be the act of such committee.

 

**SECTION 26****.**  **ORGANIZATION**.  At every meeting of the directors, theChairman of the Board of Directors, or, if a Chairman has not been appointed oris absent, the Chief Executive Officer, or, if the Chief Executive Officer isabsent, the President, or, if the President is absent, a chairman of themeeting chosen by a majority of the directors present, shall preside over themeeting. The Secretary, or in his or her absence, an Assistant Secretarydirected to do so by the chairman of the meeting, shall act as secretary of themeeting.

 

**ARTICLE V**OFFICERS

** **

**SECTION 27****.**  OFFICERSDESIGNATED****.

 

(a)                                  Theofficers of the corporation shall be the Chief Executive Officer, thePresident, one or more Executive Vice Presidents, one or more Senior VicePresidents, one or more Vice Presidents, the Secretary, the Chief FinancialOfficer, the Treasurer, the Controller and such Assistant Treasurers and AssistantSecretaries as the Board of Directors may elect or the Chairman of the Board ofDirectors and the Chief Executive Officer, acting together, may appoint.  Any one person may hold any number of officesof the corporation at any one time unless specifically prohibited therefrom bylaw.

 

(b)                                 TheBoard of Directors shall elect the Chief Executive Officer, the President andany Executive Vice President, and may elect any other officer.  The Chairman of the Board of Directors andthe Chief Executive Officer, acting together, may appoint any officer otherthan the Chief Executive Officer, the President and any Executive VicePresident.  Each year, the Board ofDirectors shall elect officers at the first meeting of the Board of Directorsheld after the annual meeting of stockholders. If the Board of Directors does not elect officers at such meeting, suchelection shall be held as soon thereafter as conveniently may be.  Each year, immediately following the electionof officers by the Board of Directors, or as soon thereafter as convenientlymay be, the Chairman of the Board of Directors and the Chief Executive Officer,acting together, shall appoint such additional officers within the scope oftheir authority as they may deem necessary or appropriate.  The salaries and other compensation of theofficers of the corporation shall be fixed by or in the manner designated bythe Board of Directors.

 

10

----

 

Notwithstandinganything to the contrary contained in the Certificate of Incorporation, theseBylaws or otherwise (but subject to the provisions of Section 28(a) ofthese Bylaws), until at least the 2006 annual meeting of the stockholders ofthe corporation, Timothy M. Yager (“TY”) shall serve as the Chief ExecutiveOfficer (if such individual is willing and able to serve in such capacityduring such time).

 

**SECTION 28****.**  **TENURE AND DUTIES OF OFFICERS**.

 

(a)                                  **GENERAL**.  All officers shall hold office until theirsuccessors shall have been duly elected and qualified, unless soonerremoved.  Any officer may be removed atany time with or without cause by the Board of Directors whenever in itsjudgment the best interests of the corporation will be served thereby; provided,however, that prior to the 2006 annual meeting of the stockholders ofthe corporation, TY may be removed as Chief Executive Officer only if both amajority of the Horizon Directors and a majority of the iPCS Directorsdetermine, in such directors’ independent business judgment, that it would beinconsistent with such directors’ fiduciary duties to the stockholders of thecorporation for TY to continue as Chief Executive Officer.  Any officer appointed by the Chairman of theBoard of Directors and the Chief Executive Officer, acting together, may beremoved at any time with or without cause by such persons acting togetherwhenever in their judgment the best interests of the corporation will be servedthereby.  If the office of any officerbecomes vacant for any reason, the vacancy may be filled by the Board of Directorsfor the unexpired portion of the term.  Avacancy in any office within the scope of the authority of the Chairman of theBoard of Directors and the Chief Executive Officer, acting together, may befilled by such persons acting together.

 

(b)                                 **DUTIES OF CHIEF EXECUTIVEOFFICER**. The Chief Executive Officer shall, subject to the control of the Boardof Directors, have general supervision, direction and control of the businessand officers of the corporation.  TheChief Executive Officer shall perform other duties commonly incident to his orher office and shall also perform such other duties and have such other powersas the Board of Directors shall designate from time to time.

 

(c)                                  DUTIES OF PRESIDENT.  The President shall perform the dutiescommonly incident to his or her office and shall also perform such other dutiesand have such other powers as the Board of Directors or, if the Chief ExecutiveOfficer is not also the President, the Chief Executive Officer shall designatefrom time to time.

 

**(d)****                                ****DUTIES OF CHIEF FINANCIALOFFICER**. The Chief Financial Officer shall keep or cause to be kept the books ofaccount of the corporation in a thorough and proper manner and shall renderstatements of the financial affairs of the corporation in such form and as oftenas required by the Board of Directors or the Chief Executive Officer. The ChiefFinancial Officer, subject to the order of the Board of Directors, shall havethe custody of all funds and securities of the corporation. The Chief FinancialOfficer shall perform other duties commonly incident to his or her office andshall also perform such other duties and have such other powers as the Board ofDirectors or the Chief Executive Officer shall designate from time to time. TheChief Executive Officer may direct the Treasurer or any Assistant Treasurer, orthe Controller or any Assistant Controller to assume and perform the duties ofthe Chief Financial Officer in the absence or disability of the Chief FinancialOfficer, and each Treasurer and Assistant Treasurer and each Controller andAssistant Controller shall perform other duties

 

11

----

 

commonly incidentto his or her office and shall also perform such other duties and have suchother powers as the Board of Directors or the Chief Executive Officer shalldesignate from time to time.

 

**(e)****                                 ****DUTIES OF EXECUTIVEVICE PRESIDENTS****. **The Executive VicePresidents shall perform such duties commonly incident to their office andshall also perform such other duties and have such other powers as the Board ofDirectors, the Chief Executive Officer or the President shall designate fromtime to time.

 

**(f)****                                   ****DUTIES OF SENIOR VICEPRESIDENTS****. **The Senior VicePresidents shall perform such duties commonly incident to their office and shallalso perform such other duties and have such other powers as the Board ofDirectors, the Chief Executive Officer or the President shall designate fromtime to time.

 

(g)                                 **DUTIES OF VICEPRESIDENTS****. **The Vice Presidentsshall perform such duties commonly incident to their office and shall alsoperform such other duties and have such other powers as the Board of Directors,the Chief Executive Officer, the President or an Executive Vice President shalldesignate from time to time.

 

**(h)****                                ****DUTIES OF TREASURER****.  The Treasurer shall administer the investing,financing, insurance and credit activities of the corporation. **The Treasurer shallperform all other duties commonly incident to his or her office and shall alsoperform such other duties and have such other powers as the Board of Directors,the Chief Executive Officer, the President or the Chief Financial Officer shalldesignate from time to time.  The ChiefExecutive Officer, the President or the Chief Financial Officer may direct anyAssistant Treasurer to assume and perform the duties of the Treasurer in theabsence or disability of the Treasurer, and each Assistant Treasurer shallperform other duties commonly incident to his or her office and shall alsoperform such other duties and have such other powers as the Board of Directors,the Chief Executive Officer, the President or the Chief Financial Officer shalldesignate from time to time.

 

**(i)****                                    **DUTIES OF CONTROLLER.  The Controller shall conduct the accountingactivities of the corporation, including the maintenance of the corporation’sgeneral and supporting ledgers, books of account and operating budgets and thepreparation and consolidation of the corporation’s financial statements.  The Controller shall perform all other dutiescommonly incident to his or her office and shall also perform such other dutiesand have such other powers as the Board of Directors, the Chief ExecutiveOfficer, the President or the Chief Financial Officer shall designate from timeto time.  The Chief Executive Officer,the President or the Chief Financial Officer may direct any AssistantController to assume and perform the duties of the Controller in the absence ordisability of the Controller, and each Assistant Controller shall perform otherduties commonly incident to his or her office and shall also perform such otherduties and have such other powers as the Board of Directors, the ChiefExecutive Officer, the President or the Chief Financial Officer shall designatefrom time to time.

 

(j)                                     **DUTIES OF SECRETARY**.  The Secretary shall attend all meetings ofthe stockholders and of the Board of Directors and shall record all acts andproceedings thereof in the minute book of the corporation. The Secretary shallgive notice in conformity with these Bylaws of all meetings of the stockholdersand of all meetings of the Board of Directors and any

 

12

----

 

committee thereofrequiring notice. The Secretary shall perform all other duties given him inthese Bylaws and other duties commonly incident to his or her office and shallalso perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time. The Chief Executive Officer or thePresident may direct any Assistant Secretary to assume and perform the dutiesof the Secretary in the absence or disability of the Secretary, and eachAssistant Secretary shall perform other duties commonly incident to his or heroffice and shall also perform such other duties and have such other powers asthe Board of Directors, the Chief Executive Officer or the President shalldesignate from time to time.

 

**SECTION 29****.**  **DELEGATION OF AUTHORITY**.  The Board of Directors may from time to timedelegate the powers or duties of any officer to any other officer or agent,notwithstanding any provision hereof.

 

**SECTION 30****.**  **RESIGNATIONS**.  Any officer may resign at any time by givingwritten notice to the Board of Directors or to the Chief Executive Officer orto the Secretary. Any such resignation shall be effective when received by theperson or persons to whom such notice is given, unless a later time isspecified therein, in which event the resignation shall become effective atsuch later time. Unless otherwise specified in such notice, the acceptance ofany such resignation shall not be necessary to make it effective. Anyresignation shall be without prejudice to the rights, if any, of thecorporation under any contract with the resigning officer.

 

**ARTICLE VI**EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THECORPORATION

** **

**SECTION 31****.**  **EXECUTION OF CORPORATE INSTRUMENTS**.  The Board of Directors may, in itsdiscretion, determine the method and designate the signatory officer orofficers, or other person or persons, to execute on behalf of the corporationany corporate instrument or document, or to sign on behalf of the corporationthe corporate name without limitation, or to enter into contracts on behalf ofthe corporation, except where otherwise provided by law or these Bylaws, andsuch execution or signature shall be binding upon the corporation. Unlessotherwise specifically determined by the Board of Directors or otherwiserequired by law, promissory notes, deeds of trust, mortgages and otherevidences of indebtedness of the corporation, and certificates of shares ofstock owned by the corporation, shall be executed, signed or endorsed by theChairman of the Board of Directors, the Chief Executive Officer, the President,any Executive Vice President, Senior Vice President or Vice President, and bythe Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.

 

All checks and drafts drawn on banks or otherdepositaries on funds to the credit of the corporation or in special accountsof the corporation shall be signed by such person or persons as the Board ofDirectors shall authorize so to do.

 

Unless authorized or ratified by the Board ofDirectors or within the agency power of an officer, no officer, agent oremployee shall have any power or authority to bind the corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.

 

13

----

 

**SECTION 32****.**  **VOTING OF SECURITIES OWNED BY THE CORPORATION**.  All stock and other securities of othercorporations owned or held by the corporation for itself, or for other partiesin any capacity, shall be voted, and all proxies with respect thereto shall beexecuted, by the person authorized so to do by resolution of the Board ofDirectors, or, in the absence of such authorization, by the Chairman of theBoard of Directors, the Chief Executive Officer, the President, any ExecutiveVice President, Senior Vice President or Vice President.

 

**ARTICLE VII**SHARES OF STOCK

** **

**SECTION 33****.**  **FORM AND EXECUTION OF CERTIFICATES**. Certificates for the shares of stock ofthe corporation shall be in such form as is determined by the Board ofDirectors, subject to applicable law. Each such certificate shall be numberedand its issuance recorded in the books of the corporation, and such certificateshall exhibit the holder’s name and the number of shares and will be signed by,or in the name of, the corporation by the Chairman of the Board of Directors,the Chief Executive Officer, the President, any Executive Vice President,Senior Vice President or Vice President and by the Treasurer or AssistantTreasurer or the Secretary or Assistant Secretary. Any or all of the signatureson the certificate may be facsimiles. In case any officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent, or registrarbefore such certificate is issued, it may be issued with the same effect as ifhe were such officer, transfer agent, or registrar at the date of issue. Exceptas otherwise expressly provided by law, the rights and obligations of theholders of certificates representing stock of the same class and series shallbe identical.

 

**SECTION 34****.**  **LOST CERTIFICATES**.  A new certificate or certificates shall beissued in place of any certificate or certificates theretofore issued by thecorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen, or destroyed. The corporation may require, as a conditionprecedent to the issuance of a new certificate or certificates, the owner ofsuch lost, stolen, or destroyed certificate or certificates, or his, her or itslegal representative, to advertise the same in such manner as it shall requireor to give the corporation a surety bond in such form and amount as it maydirect as indemnity against any claim that may be made against the corporationwith respect to the certificate alleged to have been lost, stolen, ordestroyed.

 

**SECTION 35****.**  **TRANSFERS**.

 

(a)                                  Transfersof record of shares of stock of the corporation shall be made only upon itsbooks by the holders thereof, in person or by attorney duly authorized, andupon the surrender of a properly endorsed certificate or certificates for alike number of shares.

 

(b)                                 Thecorporation shall have power to enter into and perform any agreement with anynumber of stockholders of any one or more classes of stock of the corporationto restrict the transfer of shares of stock of the corporation of any one ormore classes owned by such stockholders in any manner not prohibited by theGeneral Corporation Law of Delaware.

 

14

----

 

**SECTION 36****.**  **FIXING RECORD DATES**.

 

(a)                                  Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, the Boardof Directors may fix, in advance, a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall not be more than sixty (60)nor less than ten (10) days before the date of such meeting. If no recorddate is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held. A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

 

(b)                                 Inorder that the corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment of any rights or thestockholders 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 record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

 

**SECTION 37****.**  **REGISTERED STOCKHOLDERS**.  The corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and shall not bebound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of Delaware.

 

**ARTICLE VIII**DIVIDENDS

** **

**SECTION 38****.**  **DECLARATION OF DIVIDENDS**.  Dividends upon the capital stock of thecorporation, subject to the provisions of the Certificate of Incorporation, ifany, may be declared by the Board of Directors pursuant to law at any regularor special meeting. Dividends may be paid in cash, in property, or in shares ofthe capital stock, subject to the provisions of the Certificate ofIncorporation.

 

**SECTION 39****.**  **DIVIDEND RESERVE**.  Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the Board of Directors from time to time, in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of thecorporation, or for such other purpose as the Board of Directors shall think

 

15

----

 

conducive to theinterests of the corporation, and the Board of Directors may modify or abolishany such reserve in its sole discretion.

 

**ARTICLE IX**FISCAL YEAR

** **

**SECTION 40****.**  **FISCAL YEAR**.  The fiscal year of the corporation shallbegin on the first day of January in each year and end on the last day of December ineach year.

 

**ARTICLE X**NOTICES

** **

**SECTION 41****.**** NOTICES**.

 

(a)                                  **NOTICE TO STOCKHOLDERS**.  Whenever, under any provisions of theseBylaws, notice is required to be given to any stockholder, it may be given inwriting, timely and duly deposited in the United States mail, postage prepaid,and addressed to his, her or its last known post office address as shown by thestock record of the corporation or its transfer agent or by any other meanspermitted by the Delaware General Corporation Law.

 

(b)                                 **NOTICE TO DIRECTORS**.  Any notice required to be given to anydirector may be given by any method that creates a record of its content thatmay be retained, retrieved and reviewed by the recipient except that suchnotice other than one which is delivered personally shall be sent to such address(whether physical, telephonic, electronic or otherwise) as such director shallhave specified in writing to the Secretary, or, in the absence of suchspecification, to the last known post office address of such director.

 

(c)                                  **AFFIDAVIT OF MAILING**.  An affidavit of mailing, executed by a dulyauthorized and competent employee of the corporation or its transfer agentappointed with respect to the class of stock affected, specifying the name andaddress or the names and addresses of the stockholder or stockholders, ordirector or directors, to whom any such notice or notices was or were given,and the time and method of giving the same, shall in the absence of fraud, beprima facie evidence of the facts therein contained.

 

(d)                                 **TIME NOTICES DEEMED GIVEN**.All notices given by mail, as above provided, shall be deemed to have beengiven as at the time of mailing, and all notices given by telephonic,electronic or other similarly instantaneous means shall be deemed to have beengiven as of the sending time recorded at the time of transmission.

 

(e)                                  **METHODS OF NOTICE**. Itshall not be necessary that the same method of giving notice be employed inrespect of all directors, but one permissible method may be employed in respectof any one or more, and any other permissible method or methods may be employedin respect of any other or others.

 

(f)                                    **FAILURE TO RECEIVE NOTICE**.  The period or limitation of time within whichany stockholder may exercise any option or right, or enjoy any privilege orbenefit,

 

16

----

 

or be required toact, or within which any director may exercise any power or right, or enjoy anyprivilege, pursuant to any notice sent him in the manner above provided, shallnot be affected or extended in any manner by the failure of such stockholder orsuch director to receive such notice.

 

(g)                                 **NOTICE TO PERSON****WITH WHOM COMMUNICATION IS********UNLAWFUL**.  Whenever notice is required to be given,under any provision of law or of the Certificate of Incorporation or Bylaws ofthe corporation, to any person with whom communication is unlawful, the givingof such notice to such person shall not be required and there shall be no dutyto apply to any governmental authority or agency for a license or permit togive such notice to such person. Any action or meeting which shall be taken orheld without notice to any such person with whom communication is unlawfulshall have the same force and effect as if such notice had been duly given. Inthe event that the action taken by the corporation is such as to require thefiling of a certificate under any provision of the Delaware General CorporationLaw, the certificate shall state, if such is the fact and if notice isrequired, that notice was given to all persons entitled to receive noticeexcept such persons with whom communication is unlawful.

 

(h)                                 **NOTICE TO PERSON WITH****UNDELIVERABLE ADDRESS**.  Whenever notice is required to be given,under any provision of law or the Certificate of Incorporation or Bylaws of thecorporation, to any stockholder to whom (i) notice of two consecutiveannual meetings, and all notices of meetings or of the taking of action bywritten consent without a meeting to such person during the period between suchtwo consecutive annual meetings, or (ii) all, and at least two, payments(if sent by first class mail) of dividends or interest on securities during atwelve-month period, have been mailed addressed to such person at such person’saddress as shown on the records of the corporation and have been returnedundeliverable, the giving of such notice to such person shall not be required.Any action or meeting which shall be taken or held without notice to suchperson shall have the same force and effect as if such notice had been dulygiven. If any such person shall deliver to the corporation a written noticesetting forth such person’s then current address, the requirement that noticebe given to such person shall be reinstated. In the event that the action takenby the corporation is such as to require the filing of a certificate under anyprovision of the Delaware General Corporation Law, the certificate need notstate that notice was not given to persons to whom notice was not required tobe given pursuant to this paragraph.

 

**ARTICLE XI**AMENDMENTS

** **

**SECTION 42****.**  **AMENDMENTS**.  The Bylaws may be altered or amended or newBylaws adopted by the affirmative vote of the holders of a majority of thevoting power of all of the then-outstanding shares of the Voting Stock.  In furtherance and not in limitation of thepowers conferred by statute, the Board of Directors is expressly authorized toadopt, amend or repeal the Bylaws, without any action on the part of thestockholders; provided, however, that prior to the 2006 annualmeeting of the stockholders of the corporation, neither (a) Section 5(a) ofthese Bylaws, (b) the last two sentences of Section 15 of theseBylaws, (c) the first sentence of Section 18 of these Bylaws, (d) thethird sentence of Section 19 of these Bylaws, (e) the last sentenceof Section 27(b) of these Bylaws, (f) the second sentence of Section 28(a) of these

 

17

----

 

Bylaws nor (g) thesecond sentence of Section 42 of these Bylaws may be altered, amended orrepealed pursuant to this sentence without the concurrence of a majority of theHorizon Directors and a majority of the iPCS Directors.

 

18

----