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Exhibit 3.2 Amended and Restatedas of November 13, 2003
 NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED
BY-LAWS ARTICLE I OFFICES Section 1.1 The Corporations registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware. Section 1.2 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 or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.1 All meetings of the stockholders for the election of directors
or for any other purpose shall be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof. Notwithstanding the foregoing,
the board of directors may, in its sole discretion, determine that meetings of
the stockholders shall not be held at any place, but may instead be held by
means of remote communications, subject to such guidelines and procedures as
the board of directors may adopt from time to time. Section 2.2 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 each annual meeting, the
stockholders shall elect by a plurality vote members of the class of directors
that are subject to




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election in accordance with the certificate of incorporation and these
by-laws, and transact such other business as may properly be brought before the
meeting. Section 2.3 Written notice of a meeting of stockholders stating the place,
if any, the date and hour of the meeting, and the means of remote
communications, if applicable, by which stockholders and proxy holders 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 to each stockholder entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting. Notice of every
meeting of stockholders shall be given by any means permitted by the Delaware
General Corporation Law. If mailed, 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. If electronically transmitted, notice shall be deemed given when
directed to an electronic mail address at which the stockholder has consented
to receive notice. Confirmation of receipt will not be required. Section 2.4 Special meetings of the stockholders, for any purpose or
purposes, unless otherwise provided by statute or by the certificate of
incorporation, may be called only by the chief executive officer (or the
president, if there is no chief executive officer) and shall be called by the
chief executive officer (or the president, if there is no chief executive
officer) or secretary at the request in writing of a majority of the board of
directors. Section 2.5 The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at 2




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any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. Section 2.6 When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, the
certificate of incorporation, or these by-laws a different vote is required, in
which case such express provision shall govern and control the decision of such
question. Section 2.7 Each stockholder shall at every meeting of the stockholders be
entitled to vote in person or by proxy each share of the capital stock of the
Corporation having voting power that is held by such stockholder on the record
date for the meeting. Section 2.8 Subject to any rights granted to the holders of any class or
series of stock having a preference over the Class A Common Stock and Class B
Non-voting Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances (such rights, Preferred Rights), any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of the stockholders
of the Corporation and may not be effected by any consent in writing of such
stockholders. Section 2.9 (a) The chairman, or such other officer of the Corporation
designated by a majority of the directors that the Corporation would have if
there were no vacancies on the board of directors (the Whole Board), will
call to order meetings of the stockholders and will act as presiding officer
thereof. Unless 3




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otherwise determined prior to the meeting by a majority of the Whole Board, the
presiding officer of the meeting of the stockholders will have the right and
the authority to determine and maintain the rules, regulations and procedures
for the proper conduct of the meeting, including without limitation restricting
entry to the meeting before or after it has commenced, maintaining order and
the safety of those in attendance, opening and closing the polls for voting,
dismissing business or proposals not properly submitted, limiting the time
allowed for discussion of the business of the meeting, restricting the persons
(other than stockholders of the Corporation or their duly appointed proxies)
that may attend the meeting, and ascertaining whether any stockholder or proxy
holder may be excluded from the meeting based upon any determination by the
presiding officer, in his or her sole discretion, that the stockholder or proxy
holder is unduly disruptive or is likely to disrupt the meeting. (b) At an annual meeting of the stockholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in
the notice of meeting (or any supplement thereto) given in accordance with
Section 2.3 of these by-laws, (ii) brought before the meeting by the presiding
officer or by or at the direction of a majority of the Whole Board, or (iii)
otherwise properly requested to be brought before the meeting by a stockholder
of the Corporation in accordance with Section 2.9(c) of these by-laws. (c) For business to be properly requested by a stockholder to be brought
before an annual meeting, (i) the stockholder must be a stockholder of the
Corporation of record at the time of the giving of the Proposal Solicitation
Notice (as defined in this Section 2.9(c)) if any, and at the time of the
giving of the notice for such annual meeting, (ii) the stockholder must be
entitled to vote at such meeting, (iii) the stockholder must have given timely
notice thereof in proper 4




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written form to the Secretary, and (iv) if the stockholder, or the
beneficial owner on whose behalf any business is brought before the meeting,
has provided the Corporation with a Proposal Solicitation Notice, such
stockholder or beneficial owner must have delivered a proxy statement, form of
proxy and Proposal Solicitation Notice to holders entitled to vote at such
meeting. To be timely, a stockholders notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than 90 nor more than 120 calendar days prior to the first anniversary of the
preceding years annual meeting of stockholders; except that if the date of the
annual meeting is advanced more than 30 calendar days prior to or delayed by
more than 30 calendar days after the anniversary of the preceding years annual
meeting, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of the 90th calendar day prior to such
annual meeting or the 10th calendar day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholders notice as described above. To be in
proper written form, a stockholders notice to the Secretary must set forth as
to each matter the stockholder proposes to bring before the annual meeting (A)
a description in reasonable detail of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (B) the name and address, as they appear on the Corporations books,
of the stockholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made, (C) a representation that the stockholder
giving the notice is a holder of record of stock of the Corporation entitled to
vote at such annual meeting and intends to appear in person or by proxy at the
annual meeting to propose the matter or matters specified in the notice, (D)
the class and number of shares of the Corporation that 5




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are owned beneficially and of record by the stockholder proposing such
business and by the beneficial owner, if any, on whose behalf the proposal is
made, (E) any material interest in the proposed business of the stockholder
proposing such business and the beneficial owner, if any, on whose behalf the
proposal is made, and (F) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to stockholders entitled
to vote at such meeting (an affirmative statement of such intent, a Proposal
Solicitation Notice). Notwithstanding the other provisions of this Section
2.9(c), a stockholder must also comply with all applicable requirements of the
Securities Exchange Act of 1934 (the Exchange Act) and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.9(c). For purposes of this Section 2.9(c) and Section 3.2(c) of these
by-laws, public announcement means disclosure in a press release reported by
the Dow Jones News Service, the Associated Press or a comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange
Act or furnished to stockholders. Nothing in this Section 2.9(c) will be
deemed to restrict, enlarge or otherwise affect any rights of stockholders to
request inclusion of proposals in the Corporations proxy statement pursuant to
Rule 14a-8 under the Exchange Act. Notwithstanding the provisions of this
Section 2.9(c), a proposal submitted to the Corporation and presented at the
annual meeting of stockholders in accordance with the provisions of Rule 14a-8
under the Exchange Act, to the extent those provisions are applicable to the
Corporation, will be deemed to be properly requested to be brought before an
annual meeting of stockholders for purposes of this Section 2.9(c). (d) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be 6




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properly brought before a special meeting, business must be (i) specified
in the notice of the meeting (or any supplement thereto) given in accordance
with Section 2.3 of these by-laws or (ii) brought before the meeting by the
presiding officer or by or at the direction of a majority of the Whole Board. (e) The determination of whether any business sought to be brought before
any annual or special meeting of the stockholders is properly brought before
such meeting in accordance with this Section 2.9 will be made by the presiding
officer of the meeting. If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare at the
meeting and any such business will not be conducted or considered. ARTICLE III DIRECTORS Section 3.1 Subject to any Preferred Rights, the authorized number of
directors may be determined from time to time only by a vote of a majority of
the Whole Board. Such members of the class of directors that are subject to
election in accordance with the certificate of incorporation and these by-laws
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3.3 of these by-laws. Each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders. Section 3.2 (a) Subject to any Preferred Rights, only persons who are
nominated in accordance with this Section 3.2 will be eligible for election at
a meeting of stockholders to be members of the board of directors. (b) Nominations of persons for election as directors of the Corporation
may be made only at an annual meeting of stockholders (i) by or at the
direction of the board of directors or a committee thereof or (ii) by any
stockholder who is a stockholder of record at the time of giving of the
Nomination Solicitation Notice 7




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(as defined in Section 3.2(c)) if any, and at the time of giving of notice
for such annual meeting, who is entitled to vote for the election of directors
at such meeting, and who complies with the procedures set forth in this Section
3.2. All nominations by stockholders must be made pursuant to timely notice in
proper written form to the Secretary. Unless otherwise provided by applicable
law, rules or regulations, a stockholder, or a beneficial owner on whose behalf
any such nomination is made, has provided the Corporation with a Nomination
Solicitation Notice, such stockholder or beneficial owner must have delivered a
proxy statement, form of proxy and Nomination Solicitation Notice to holders
entitled to vote at such meeting. (c) To be timely, a stockholders notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than 90 nor more than 120 calendar days prior to the first anniversary of the
preceding years annual meeting of stockholders; except that if the date of the
annual meeting is advanced more than 30 calendar days prior to or delayed by
more than 30 calendar days after the anniversary of the preceding years annual
meeting, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of the 90th calendar day prior to such
annual meeting or the 10th calendar day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholders notice as described above. To be in
proper written form, such stockholders notice must set forth or include (i)
the name and address, as they appear on the Corporations books, of the
stockholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is made; (ii) a representation that the stockholder
giving the notice is a holder of record of stock of the Corporation entitled to
vote at such annual meeting and intends to appear 8




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in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock
of the Corporation owned beneficially and of record by the stockholder giving
the notice and by the beneficial owner, if any, on whose behalf the nomination
is made; (iv) a description of all arrangements or understandings between or
among any of (A) the stockholder giving the notice, (B) the beneficial owner,
if any, on whose behalf the notice is given, (C) each nominee, and (D) any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder giving the notice;
(v) such other information regarding each nominee proposed by the stockholder
giving the notice as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the board of
directors; (vi) the signed consent of each nominee to serve as a director of
the Corporation if so elected; and (vii) whether either such stockholder or
beneficial owner intends to deliver a proxy statement and form of proxy to
holders entitled to vote at such meeting (an affirmative statement of such
intent, a Nomination Solicitation Notice). At the request of the board of
directors, any person nominated by the board of directors for election as a
Director must furnish to the Secretary that information required to be set
forth in a stockholders notice of nomination which pertains to the nominee. (d) The presiding officer of any annual meeting will, if the facts
warrant, determine that a nomination was not made in accordance with the
procedures prescribed by this Section 3.2, and if he or she should so
determine, he or she will so declare at the meeting and the defective
nomination will be disregarded. (e) Notwithstanding the foregoing provisions of this Section 3.2, a
stockholder must also comply with all applicable requirements of the Exchange
Act 9




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and the rules and regulations thereunder with respect to the matters set
forth in this Section 3.2. Section 3.3 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, though less than a quorum, or by a sole remaining
director. In the case of a vacancy caused by a newly created directorship, the
person so elected shall hold office until the next meeting of stockholders at
which the class for which such director had been designated a member is to be
elected, and until his or her successor shall be elected and qualified, or
until his or her earlier death, resignation or removal. In the case of a
vacancy resulting otherwise than from an increase in the number of directors,
the person so elected to fill such vacancy shall hold office for the unexpired
term of the director whose office became vacant, or until his or her earlier
death, resignation or removal. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. Section 3.4 The business and affairs of the Corporation shall be managed
under the direction of its board of directors. The Board may adopt guidelines,
rules and policies for its functions and for the oversight of the management of
the affairs of the Corporation. Section 3.5 The board of directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware. Section 3.6 Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board. Section 3.7 Special meetings of the board of directors may be called by
the chairman of the board or the chief executive officer (or the president, if
there is no chief executive officer) and shall be called by the chief executive
officer (or the 10




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president, if there is no chief executive officer) or secretary on the
written request of two directors. Notice will be given to each director (i) 24
hours before the start of the meeting (A) in person, (B) by facsimile
telecommunication, when directed to a number at which the director has
consented to receive notice, (C) by electronic mail, when directed to an
electronic mail address at which the director has consented to receive notice,
or (D) by other similar medium of communication, or (ii) 72 hours before the
start of the meeting by mail when deposited in the United States mail, postage
prepaid, and when directed to an address to which the director has consented to
receive notice. Section 3.8 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, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. 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 3.9 Unless otherwise restricted by the certificate of
incorporation or these by-laws, 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 or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes or proceedings of the board or committee. Section 3.10 Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone,
videoconference hook-up or 11




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similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting. Section 3.11 The board of directors may, by resolution passed by a
majority of the Whole Board, designate one or more committees, each committee
to consist of one or more directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the board of
directors or in any committee charter approved by the board of directors, shall
have and may exercise all the power and authority of the board of directors in
the management of the business and affairs of the Corporation, subject to
limitations imposed from time to time by law. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors. Section 3.12 Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required. ARTICLE IV WAIVER OF NOTICES Section 4.1 Whenever notice is required to be given by law or under the
certificate of incorporation or these by-laws, a written waiver, signed by the
person entitled to 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 notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or 12




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convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders, directors or a committee of
directors need be specified in any written waiver of notice or any waiver by
electronic transmission. ARTICLE V OFFICERS Section 5.1 The officers of the Corporation shall be chosen by the board
of directors and shall be a president, secretary, general counsel, treasurer,
and controller. The board of directors may also choose a chairman of the board
of directors, one or more vice chairmen of the board of directors, a chief
executive officer, a chief financial officer, and one or more vice presidents,
assistant secretaries, assistant general counsels, assistant treasurers and
assistant controllers, and such other officers as it may from time to time
designate. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide. Section 5.2 The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors; provided, however, that
the chairman of the board may temporarily fill a vacancy occurring in any
office of the Corporation until the earlier of (i) the next meeting of the
board of directors and (ii) the time at which the board fills such vacancy by a
written action of the board of directors. Section 5.3 The officers of the Corporation shall have such authority and
shall perform such duties as are customarily incident to their respective
offices, or 13




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as may be specified from time to time by the board of directors regardless
of whether such authority and duties are customarily incident to such office. ARTICLE VI CERTIFICATES OF STOCK Section 6.1 To the extent required by the Delaware General Corporation
Law, every holder of stock in the Corporation shall be entitled to have a
certificate, signed by, or in the name of the Corporation by the president or a
vice president and the secretary or an assistant secretary of the Corporation,
representing the number of shares owned by him in the Corporation. Section 6.2 Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books. ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 7.1 Each person who is or was a director, officer, employee, or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including the heirs,
executors, administrators or estate of such person) (collectively, an Agent)
shall be indemnified by the Corporation to the full extent permitted,
authorized, or required by law. For purposes of this Article VII, any person
serving as a director or officer of a wholly owned subsidiary of the
Corporation and any director or officer of the Corporation serving as a
director or officer of an entity in which the Corporation has an equity
ownership interest, shall be deemed to be serving at the request of the 14




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Corporation. The Corporation may, but shall not be obligated to, maintain
insurance, at its expense, for its benefit in respect of such indemnification
and that of any such person whether or not the Corporation would otherwise have
the power to indemnify such person. The indemnification and advancement of
expenses granted pursuant to this Article VII shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in such persons
official capacity and as to action in another capacity while holding such
office and no limitation on indemnification herein will affect such other
rights. Section 7.2 Expenses incurred by a person in defending a civil or criminal
action, suit, or proceeding, including any administrative or investigative
action or proceeding, by reason of the fact that he or she is or was an Agent,
for which such Agent may be entitled to indemnification either under these
by-laws and/or the Corporations Certificate of Incorporation, shall be paid by
the Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of such Agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized by relevant
Delaware law (statutory or non-statutory), provided, however, that the
Corporation shall not be required to advance such expenses to such Agent under
this Section 7.2 in connection with any action, suit or proceeding brought by
the Corporation and approved by a majority of the Whole Board which alleges
willful misappropriation of corporate assets by such Agent, disclosure of
confidential information in violation of such Agents fiduciary or contractual
obligations to the Corporation, or any other willful and deliberate breach in
bad faith of such Agents duty to the Corporation or its stockholders. 15




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ARTICLE VIII GENERAL PROVISIONS Section 8.1 Dividends upon the capital stock of the Corporation, subject
to the provisions of the certificate of the incorporation, if any, may be
declared by the board of directors or a committee thereof, to the extent
expressly authorized by the board of directors in accordance with applicable
law, at any regular or special meeting, pursuant to law. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation. Section 8.2 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
directors from time to time, in their absolute discretion, think 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 such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created. Section 8.3 All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate. Section 8.4 The fiscal year of the Corporation shall be fixed by
resolution of the board of directors. Section 8.5 The board of directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. 16




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ARTICLE IX AMENDMENTS Section 9.1 Except as otherwise provided by law or by the certificate of
incorporation or these by-laws, these by-laws or any of them may be amended in
any respect or repealed at any time, either (i) at any meeting of stockholders,
subject to Section 2.3 and Section 2.9 of these by-laws, provided that any
amendment or supplement proposed to be acted upon at any such meeting has been
described in reasonable detail in the notice of such meeting, or (ii) at any
meeting of the board of directors, provided in all events that no amendment to
any by-law that conflicts or varies with, or frustrates the purposes or effect
of, any provision of the certificate of incorporation or other provisions of
these by-laws may be adopted (including without limitation any by-law the
purpose or effect of which is to require approvals of matters by supermajority
vote of the board of directors or a committee) without amendment of such
provision of the certificate of incorporation or other provision of the by-laws
in accordance with applicable law and, to the extent otherwise applicable,
these by-laws. Section 9.2 Notwithstanding the foregoing and anything contained in these
by-laws to the contrary, these by-laws may not be amended, supplemented, or
repealed by the stockholders, and no provision inconsistent in intent,
operation, or effect therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least 80% of the outstanding stock of the
Corporation of any class or series entitled to vote generally in the election
of the directors of the board of directors (Voting Stock), voting together as
a single class. Notwithstanding anything contained in these by-laws to the
contrary, the affirmative vote of the holders of at least 80% of the Voting
Stock, voting together as a single class, is required to amend, supplement or
repeal, or to adopt any provisions inconsistent with, this Section 9.2. 17