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8-K - FORM 8-K - EMMIS COMMUNICATIONS CORP | y03569e8vk.htm |
EX-2.1 - EX-2.1 - EMMIS COMMUNICATIONS CORP | y03569exv2w1.htm |
EX-99.1 - EX-99.1 - EMMIS COMMUNICATIONS CORP | y03569exv99w1.htm |
EX-99.2 - EX-99.2 - EMMIS COMMUNICATIONS CORP | y03569exv99w2.htm |
Exhibit 3.2
SECOND AMENDED AND RESTATED
CODE OF BY-LAWS
OF
EMMIS COMMUNICATIONS CORPORATION
CODE OF BY-LAWS
OF
EMMIS COMMUNICATIONS CORPORATION
(As Amended Through May 25, 2010)
ARTICLE I
Identification and Offices
Identification and Offices
Section 1.1. Name. The name of the Corporation is Emmis Communications
Corporation (hereinafter referred to as the Corporation).
Section 1.2. Registered Office. The registered office and registered agent of
the Corporation is as provided and designated in the Corporations Amended and Restated Articles of
Incorporation, as the same may be amended from time to time (the Articles). The Board of
Directors may, from time to time, change its registered office or registered agent . On or before
the day that any such change is to become effective, a certificate of such change shall be filed
with the Secretary of State of the State of Indiana.
Section 1.3. Other Offices. The Corporation may establish and maintain such
other offices, within or without the State of Indiana, as are from time to time authorized by the
Board of Directors. The principal office of the Corporation is One Emmis Plaza, Suite 700, 40
Monument Circle, Indianapolis, Indiana 46204.
ARTICLE II
Meetings of Shareholders
Meetings of Shareholders
Section 2.1. Place of Meeting. All meetings of the shareholders of the
Corporation (the Shareholders) shall be held at the principal office of the Corporation in the
State of Indiana or at such other place within or without the State of Indiana as may be fixed from
time to time by the Board of Directors, the Chairman of the Board or the President.
Section 2.2. Annual Meeting. The annual meeting of the Shareholders shall be
held each year within six (6) months after the end of the previous fiscal year for the purpose of
electing Directors and for the transaction of such other business as may properly come before the
annual meeting. If for any reason an annual meeting is not held during the time period herein
provided, such annual meeting maybe held at any time thereafter, or the business to be transacted
at such annual meeting may be transacted at any special meeting of the Shareholders called for that
purpose.
Section 2.3. Special Meetings. Special meetings of all Shareholders or a class
of Shareholders for any purpose or purposes, unless otherwise prescribed by law or the Articles,
may be called by the Chairman of the Board, the President or the Board of Directors.
Section 2.4. Notice of Meetings. Written notice of the place, date and hour of
each meeting of the Shareholders and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, shall be mailed or delivered, not less than ten (10) days nor more
than sixty (60) days prior to the meeting, to each Shareholder of record entitled to notice of such
meeting. If such notice is mailed, it shall be deemed to have been given to a Shareholder when
deposited in the United States mail, postage prepaid, addressed to the Shareholder at his address
as it appears on the records of Shareholders of the Corporation. No notice shall be required to be
given by mail or otherwise where the meeting is an adjourned meeting and the date, time and place
of the meeting were announced at the time of adjournment.
Section 2.5. Waiver of Notice. Notice of any meeting may be waived in writing
by a Shareholder before or after the date and time stated in the notice. Attendance by a
Shareholder at a meeting in person or by proxy waives (i) objection to lack of notice or defective
notice of the meeting unless the Shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting, and (ii) objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in the meeting notice,
unless the Shareholder objects to considering the matter when it is presented.
Section 2.6. Quorum; Adjourned Meetings. Except as otherwise required by law,
the presence in person or by proxy of the holders of record of a majority of the combined voting
power of the outstanding shares entitled to vote at a meeting of the Shareholders shall constitute
a quorum for the transaction of business at such meeting. In case a quorum shall not be present at
a meeting, those present may adjourn to such day as they shall, by majority vote, agree upon,
without notice other than announcement at the meeting of the date, time and place of the adjourned
meeting, unless the date of the adjourned meeting requires that the Board of Directors fix a new
record date therefor, in which case notice of the adjourned meeting shall be given. At adjourned
meetings at which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. Once a quorum is present during the meeting, the
Shareholders may continue to transact business until adjournment notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum.
Section 2.7. Voting. At each meeting of the Shareholders, every Shareholder
entitled to vote shall have the right to vote either in person or by proxy, but no proxy shall be
valid after eleven (11) months unless a longer period is expressly provided in the appointment.
Upon the demand of any Shareholder, the vote upon any question before the meeting shall be by
ballot. A plurality vote of the voting power of the outstanding shares that are entitled to vote
for the election of a Director and that are represented in person or by proxy at any meeting at
which a quorum for such election is present, shall be sufficient to elect the Director. On all
other matters, the action or question shall be decided by the vote of a majority of the combined
voting power of the outstanding shares represented in person or by proxy at the meeting at the time
of the vote, except as otherwise required by law, the Articles or these By-Laws.
Section 2.8. Closing of Books. The Board of Directors may fix a time, not
exceeding seventy (70) days preceding the date of any meeting of Shareholders, as a record date for
the determination of the Shareholders entitled to notice of, and to vote at, such meeting,
notwithstanding any transfer of shares on the books of the Corporation after any record date so
fixed. The Board of Directors may close the books of the Corporation against the transfer of shares
during the whole or any part of such period. If the Board of Directors fails to fix a record date
for determination of the Shareholders entitled to notice of, and to vote at, any meeting of
Shareholders, the record date shall be the date specified by the Chairman of the Board or the
President in his call of the meeting or, if no such date is so specified, the record date shall be
the twentieth (20th) day preceding the date of such meeting.
Section 2.9. Organization of Meetings. The Chairman of the Board, or in his
absence any person appointed by the Chairman of the Board, or if no such person is appointed, any
person chosen by the Board of Directors shall preside at and act as chairman of all meetings of the
Shareholders; and the Secretary, or in his absence any person appointed by the Chairman of the
Board, shall act as secretary of the meeting. The order of business and all other matters of
procedure at every meeting of the Shareholders shall be determined by the presiding officer.
Section 2.10. Shareholder List. The Secretary shall prepare before each
meeting a complete list of the Shareholders entitled to notice of such meeting, arranged in
alphabetical order by class of shares (and each series within a class), and showing the address of,
and the number of shares entitled to vote held by, each Shareholder (the Shareholder List).
Beginning five business days before the meeting and continuing throughout the meeting, the
Shareholder List shall be on file at the Corporations principal office or at a place identified in
the meeting notice in the city where the meeting will be held, and shall be available for
inspection by any Shareholder entitled to vote at the meeting. On written demand, made in good
faith and for a proper purpose and describing with reasonable particularity the Shareholders
purpose, and if the Shareholder List is directly connected with the Shareholders purpose, a
Shareholder (or such Shareholders agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business hours and at the Shareholders
expense, during the period the Shareholder List is available for inspection. The original stock
register or transfer book, or a duplicate thereof kept in the State of Indiana, shall be the only
evidence as to who are the Shareholders entitled to examine the Shareholder List, or to notice of
or to vote at any meeting.
Section 2.11. Shareholder Proposals.
(a) Nominations for the election of Directors and proposals for any new business to be taken
up at any annual meeting of Shareholders may be made by the Board of Directors of the Corporation
or by any Shareholder of the Corporation entitled to vote on the matter proposed or the Director to
be elected. In order for a Shareholder of the Corporation to make any such nomination or proposal,
the Shareholder shall give notice thereof in writing to the Corporation, delivered or mailed by
first class United States mail, postage prepaid. The notice must be received by the Secretary of
the Corporation not less than one hundred and twenty (120) days before the one-year anniversary of
the date the Corporation first mailed its proxy materials for the prior years annual meeting of
shareholders; provided, however, that:
(1) | if the month and day of an annual meeting of Shareholders is more than thirty (30) days earlier than the month and day of the annual meeting of shareholders for the prior year, the Secretary of the Corporation shall have received such written notice from the Shareholder on or before the close of business on the tenth day following the date of first public announcement of the date of the annual meeting; and | ||
(2) | if the month and day of an annual meeting of Shareholders is more than thirty (30) days later than the month and day of the annual meeting of shareholders for the prior year, the Secretary of the Corporation shall have received such written notice from the Shareholder on or before the close of business on a date one hundred and twenty (120) days before the actual first date of mailing of the Corporations proxy materials for the annual meeting of shareholders for the current year. |
(b) Any notice of a nomination or proposal pursuant to subsection (a) of this Section 2.11
shall include or be accompanied by a written statement which shall set forth:
(1) | as to each person whom the Shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act), including such persons written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; |
(2) | as to any other business that the Shareholder proposes to bring before the meeting, a concise description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and of the beneficial owner or owners, if any, on whose behalf the proposal is made; and | ||
(3) | as to each Shareholder giving the notice and beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of such Shareholder, as they appear on the Corporations books, and of such beneficial owner and (B) the number of each class of shares of the Corporation which are owned beneficially and of record by such Shareholder and such beneficial owner. |
(c) Notwithstanding anything in subsection (a) of this Section 2.11 to the contrary, if the
number of Directors to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for Director or specifying the size of the increased Board
of Directors at least fifty-five (55) days prior to the first anniversary of the first mailing of
proxy materials by the Corporation for the preceding years annual meeting, a Shareholders notice
required by this Section 2.11 shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be received by the Secretary at the
principal executive offices of the Corporation not later than the close of business on the tenth
day following the day on which such public announcement is first made by the Corporation.
(d) Only such persons who are nominated in accordance with the procedures set forth in this
Section 2.11 shall be eligible to serve as Directors. Only such business shall be conducted at a
meeting of Shareholders as shall have been brought before the meeting in accordance with the
procedures set forth in this Section 2.11. The chairman of the meeting has the power and duty to
determine whether a nomination or any business proposed to be brought before the meeting was made
in accordance with the procedures set forth in this Section 2.11 and, if any proposed nomination or
business is not in compliance with this Section 2.11, to declare that such defective nomination or
proposal be disregarded.
(e) For purposes of this Section 2.11, public announcement means disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable news service or in a
document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(f) Notwithstanding the foregoing provisions of this Section 2.11, a Shareholder shall also
comply with all applicable requirements of state law and the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 2.11. Nothing in this
Section 2.11 shall be deemed to affect any rights of Shareholders to request inclusion of proposals
in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(g) The chairman of any meeting of Shareholders may, if the facts warrant, determine and
declare at such meeting that a nomination or proposal was not made in accordance with the foregoing
procedure, and, if he or she should so determine, he or she shall so declare at the meeting and the
defective nomination or proposal shall be disregarded. This provision shall not require the holding
of any adjourned or special meeting of Shareholders for the purpose of considering such defective
nomination or proposal.
(h) During any period of time in which the holders of the Corporations 6.25% Series A
Cumulative Convertible Preferred Stock (the Preferred Stock) are entitled to vote for Directors
under the Corporations Articles of Incorporation, as amended from time to time, the number of
Directors specified in Section 3.2(a) shall be automatically increased by two (2). As soon as the
holders of the Preferred Stock are no longer entitled to vote for Directors, the term of any
Director elected by the holders of the Preferred Stock shall automatically expire and the number of
Directors shall automatically return to the number specified in Section 3.2(a).
ARTICLE III
The Board of Directors
The Board of Directors
Section 3.1. General Powers. The business and affairs of the Corporation shall be
managed by or under the authority of its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the Articles or these
By-Laws required to be exercised or done by the Shareholders.
Section 3.2. Number, Qualification and Term of Office.
(a) Subject to Section 2.11(h), The Corporation shall have nine (9) directors (the
Directors) who need not be Shareholders.
(b) Effective as of the annual meeting of Shareholders in 2000, the Board of Directors shall
be divided into three (3) classes, designated Class I, Class II and Class III, as nearly equal in
number as possible. The number of Class A Directors in each class shall also be as nearly equal in
number as possible. The initial term of office of directors in Class I will expire at the annual
meeting of shareholders in 2001. The initial term of office of directors in Class II will expire at
the annual meeting of shareholders in 2002. The initial term of office of directors in Class III
will expire at the annual meeting of shareholders in 2003. At each annual election beginning at the
annual meeting of shareholders in 2001, the successors to the class of directors whose term then
expires shall be elected to hold office for a term of three (3)
years and until his or her successor is elected and qualified or until his or her earlier
resignation, removal from office or death. This subsection (b) does not apply to any directors
elected pursuant to special voting rights of one or more series of Preferred Stock.
(c) The Chairman of the Board shall preside at each Board of Directors meeting, and in his
absence, any person appointed by the Chairman of the Board shall preside at the meeting. If no such
person is appointed, any person appointed by the Board of Directors shall preside at the meeting.
Section 3.3. Annual Board Meeting. Unless otherwise determined by the Board of
Directors, the Board of Directors shall meet each year immediately after the annual meeting of the
Shareholders, at the place where such meeting of the Shareholders has been held, for the purpose of
organization, election of officers and consideration of any other business that may properly be
brought before such annual meeting of the Board of Directors. No notice shall be necessary for the
holding of the annual meeting of the Board of Directors. If the annual meeting of the Board of
Directors is not held as above provided, the election of officers may be held at any subsequent
duly constituted meeting of the Board of Directors.
Section 3.4. Regular Board Meetings. Regular meetings of the Board of
Directors may be held at stated times or from time to time, and at such place, either within or
outside the State of Indiana, as the Board of Directors may determine, without call and without
notice.
Section 3.5. Special Board Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the President, at such
place (within or outside the State of Indiana), date and hour as specified in the respective
notices of such meetings. Special meetings of the Board of Directors may be called on twenty-four
(24) hours notice if notice is given to each Director personally or by telephone, telecopier or
other telephonic or electronic communication, or on five (5) days notice if notice is mailed to
each Director.
Section 3.6. Waiver of Notice and Assent. A Director may waive notice of any
meeting of the Board of Directors before or after the date and time of the meeting stated in the
notice by a written waiver signed by the Director and filed with the minutes or corporate records.
A Directors attendance at or participation in a meeting shall constitute a waiver of notice of
such meeting and assent to any corporate action taken at such meeting, unless (i) the Director at
the beginning of the meeting (or promptly upon his arrival) objects to the holding the meeting of
or transacting business at the meeting and does not thereafter vote for or assent to action taken
at the meeting; (ii) the Directors dissent or abstention from the action taken is entered in the
minutes of such meeting; or (iii) the Director delivers written notice of his dissent or abstention
to the presiding office at such meeting before its adjournment or to the Secretary immediately
after its adjournment. The right of dissent or abstention is not available to a Director who votes
in favor of the action taken.
Section 3.7. Quorum. At all meetings of the Board of Directors, a majority of
the total number of Directors specified in Section 3.2(a) shall constitute a quorum for the
transaction of any business, except (i) as provided in the Articles, (ii) for the purpose of
filling vacancies, a majority of Directors then in office shall constitute a quorum, and (iii) a
lesser number may adjourn a meeting from time to time until a quorum is present. The act of a
majority of the Directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors, except as otherwise provided by law, the Articles or these By-Laws.
Section 3.8. Conference Communications. Any or all Directors may participate
in any meeting, or of any duly authorized committee of Directors, by any means of communications
through which the Directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action at the meeting, such Directors
participating pursuant to this Section 3.8 shall be deemed present in person at the meeting, and
the place of the meeting shall be the place of origination of the conference communication.
Section 3.9. Vacancies; Newly Created Directorships. Any vacancy occurring in
the Board of Directors, including any vacancy resulting from an increase in the number of
Directors, may be filled by a majority vote of the Directors then in office, although less than a
quorum. A Director elected to fill a vacancy or a newly created Directorship shall hold office
until his successor has been elected and qualified or until his earlier death, resignation or
removal.
Section 3.10. Removal.
(a) A Director other than a Class A Director may be removed by the shareholders only for cause
and only if the removal has been approved by an 80% majority of the combined voting power of the
shares entitled to vote for the election of such Director, cast at a special meeting of the
shareholders called for that purpose. A Class A Director may be removed by the holders of Class A
Shares as provided in Section 7.4(b) of the Articles only for cause and only if the removal has
been approved by the holders of an 80% majority of the Class A Shares, cast at a special meeting of
the shareholders called for that purpose. Cause for removal exists only if:
(1) | the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and the conviction is no longer subject to direct appeal; or | ||
(2) | the director whose removal is proposed has been adjudicated by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to the Corporation in a matter of substantial importance to the Corporation, and the adjudication is not longer subject to direct appeal. |
(b) This section does not apply to any directors elected pursuant to special voting rights of
one or more series of Preferred Stock.
(c) Removal of a Director by the Board of Directors shall require the affirmative vote of the
number of Directors constituting a majority of the total authorized number of Directors.
Section 3.11. Committees. A resolution approved by the affirmative vote of a
majority of the Board of Directors may establish committees having the authority of the Board of
Directors in the management of the business of the Corporation to the extent provided in the
resolution and may appoint members of the Board of Directors to serve of them. Committees are
subject to the direction and control of, and vacancies in the membership thereof shall be filled
by, the Board, except as otherwise provided by law. A majority of the members of a committee
present at a meeting is a quorum for the transaction of business, unless a larger or smaller
proportion or number is provided in a resolution approved by the Board of Directors.
Section 3.12. Written Action. Any action required or permitted to be taken at
a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by all members of the Board of Directors, and such written
consent is filed with the minutes of the proceedings. Such action shall be effective on the date on
which the last signature is placed on such writing or writings or such earlier or later effective
date as is set forth therein.
Section 3.13. Resignations. Any Director may resign at any time by giving
written notice to the Secretary. Such resignation shall take effect at the time of receipt of such
notice or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 3.14. Compensation of Directors. By resolution of the Board, each
Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a stated amount as Director or a fixed sum for attendance at each meeting of the
Board of Directors, or both. No such payment shall preclude a Director from serving the Corporation
in any other capacity and receiving compensation therefor. Members of special or standing
committees may be allowed, pursuant to resolution by the Board of Directors, like compensation for
attending committee meetings.
Section 3.15. Election Not to be Governed by § 23-1-33-6(c).
The Corporation shall not be governed by I.C. § 23-1-33-6(c).
ARTICLE IV
Officers
Officers
Section 4.1. Number. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a Chairman of the Board, a President, a Secretary, and a
Treasurer. The Board of Directors may also choose one or more Divisional Presidents, Executive Vice
Presidents, Vice Presidents, Assistant Secretaries or Assistant Treasurers, or such other officers
as they may deem advisable. Any number of offices may be held by the same person.
Section 4.2. Election, Term of Office and Qualifications. The Board of
Directors shall elect the officers of the Corporation, each of whom shall have the powers, rights,
duties, responsibilities, and terms in office provided in these By-Laws or in a resolution of the
Board of Directors not inconsistent herewith. Except for the Chairman of the Board, no officer need
be a Director. The President and all other officers, except the Chairman of the Board, who may be
Directors, shall continue to hold office until the election and qualification of their successors,
notwithstanding an earlier termination of the directorship.
Section 4.3. Removal and Vacancies. Any officer may be removed from his office
at any time, with or without cause, by majority vote of the entire Board of Directors. Such
removal, however, shall be without prejudice to the contract rights of the person so removed. If
there is a vacancy among the officers of the Corporation by reason of death, resignation, or
otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.
Section 4.4. The Chairman of the Board. The Chairman of the Board of Directors
shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at
all meetings of the Shareholders and Directors and shall have such other duties as may be
prescribed from time to time by the Board of Directors. He may execute and deliver in the name of
the Corporation, any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is delegated by the Articles or these By-Laws or by the Board of
Directors to some other officer or agent of the Corporation.
Section 4.5. President. The President shall have general active management of
the business of the Corporation. In the absence of the Chairman of the Board, he shall preside at
all meetings of the Shareholders and Directors. He shall see that all orders and resolutions of the
Board of Directors are carried into effect. He may execute and deliver, in the name of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Corporation unless such authority to execute and deliver is required by law to be
exercised by another person or is delegated by the Articles or these By-Laws or by the Board of
Directors to some other officer or agent of the Corporation. He shall maintain records of and,
whenever necessary, certify all proceedings of the Board of Directors and the Shareholders, and in
general, shall perform all duties usually incident to the office of the President. He shall have
such other duties as may be prescribed from time to time by the Board of Directors.
Section 4.5.1. Radio Division President. The Radio Division President, if one
is elected, shall have general active management of all
radio operations of the Corporation. He may execute and deliver, in the name of the Corporation,
any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the
Corporation unless the authority to execute and deliver is required by law to be exercised by
another person or is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as may be prescribed
from time to time by the Board of Directors.
Section 4.5.2. International Division President. The International Division
President, if one is elected, shall have general active management of all international operations
of the Corporation. He may execute and deliver, in the name of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation
unless the authority to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some other officer or agent
of the Corporation. He shall have such other duties as may be prescribed from time to time by the
Board of Directors.
Section 4.5.3. Publishing Division President. The Publishing Division
President, if one is elected, shall have general active management of all publishing operations of
the Corporation. He may execute and deliver, in the name of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments pertaining to the business of the Corporation unless the
authority to execute and deliver is required by law to be exercised by another person or is
delegated by the Articles or By-Laws or by the Board of Directors to some other officer or agent of
the Corporation. He shall have such other duties as may be prescribed from time to time by the
Board of Directors.
Section 4.6. Executive Vice Presidents and other Vice Presidents. The
Executive Vice Presidents and any other Vice Presidents shall have such powers and shall perform
such duties specified in these By-Laws or prescribed by the Board of Directors or the President.
Any Executive Vice President or Vice President may execute and deliver, in the name of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is delegated by the Articles or By-Laws or by the Board of Directors
to some other officer or agent of the Corporation.
Section 4.7. Secretary. The Secretary shall be the secretary of and shall
attend all meetings of the Shareholders and Board of Directors record all proceedings of such
meetings in the minute book of the Corporation. He shall give proper notice of meetings of
Shareholders and Directors. He shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
Section 4.8. Assistant Secretary. The Assistant Secretary, if any, or if there
shall be more then one, the Assistant Secretaries in the order determined by the Board of
Directors, the Chairman of the Board or the President, shall in the absence or disability of the
Secretary, perform such other duties and have such powers and duties as the Board of Directors or
the President may prescribed from time to time. An Assistant Secretary may attest to the execution
by the Corporation of all documents.
Section 4.9. Treasurer. The Treasurer shall maintain a correct and complete
record of account showing accurately at all times the financial condition of the Corporation. The
Treasurer shall be the legal custodian of all monies, notes, securities and other valuables which
may from time to time come into the possession of the Corporation. The Treasurer shall immediately
deposit all funds of the Corporation coming into his hands in some reliable bank or other
depositary to be designated by the Board of Directors and shall keep such bank account in the name
of the Corporation and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or the President.
Section 4.10. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board of Directors or the
President, shall in the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such powers and duties as the
Board of Directors or the President may prescribe from time to time.
Section 4.11. Delegation of Authority. In the case of the absence or
disability of the Chairman of the Board, the President, the Radio Division President, the
International Division President, the Publishing Division President, the Executive Vice Presidents
and other Vice Presidents shall succeed to the Chairman of the Boards power and duties in the
order designated by the Board of Directors or the Chairman of the Board. In the case of the absence
of any officer or for any other reason that the Board of Directors may deem sufficient, the Board
of Directors may delegate the powers or duties of such officer to any other officer or to any
Director, for the time being, provided a majority of the entire Board concurs therein.
ARTICLE V
Certificates of Stock
Certificates of Stock
Section 5.1. Certificates of Stock. The shares of the Corporation shall be
represented by certificates; provided, however, that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of the Corporations
stock shall be uncertificated shares. Every holder of a class or series of the Corporations stock
that is certificated shall be entitled to have a certificate signed by the Chairman of the Board,
the President, or a Vice President, and the Secretary, or an Assistant Secretary, certifying the
number of shares owned by him in the Corporation. Each certificate shall set forth the number and
class of shares and series, if any, and shall state that the Corporation will furnish information
relating to the rights, preferences and limitations of the class or series upon request.
Section 5.2. Issuance of Shares. The Board of Directors is authorized to cause
to be issued shares of the Corporation up to the full
amount authorized by the Articles in such amounts as determined by the Board of Directors and
permitted by law. If shares are issued for promissory notes or for promises to render services in
the future, the Corporation must comply with I.C. 23-1-53-2(b).
Section 5.3. Facsimile Signatures. Where a certificate is signed (i) by a
transfer agent or an assistant transfer agent, or (ii) by a transfer clerk acting on behalf of the
Corporation, and a registrar, the signature of the Chairman of the Board, the President, the Vice
President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who
have signed or whose facsimile signature or signatures have been used on any such certificate or
certificates shall cease to be such officer or officers of the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers of the Corporation.
Section 5.4. Lost or Destroyed Certificates. Any Shareholder claiming a
certificate for shares to be lost, stolen or destroyed shall make an affidavit of that fact in such
form as the Board of Directors, the Chairman of the Board or President shall require and shall, if
the Board of Directors so requires, give the Corporation a bond of indemnity in a form, in an
amount, and with one or more sureties satisfactory to the Board of Directors, the Chairman of the
Board or the President, to indemnify the Corporation against any claim which may be made against it
on account of the reissue of such certificate, whereupon a new certificate may be issued in the
same tenor and for the same number of shares as the one alleged to have been lost, stolen or
destroyed.
Section 5.5. Transfers of Stock. Subject to the power of the Board of
Directors under Article XI of the Articles to provide certain transfers of stock ownership to
Aliens (as defined in the Articles), upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares fully endorsed or accompanies by proper evidence of
succession, assignment 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.
Section 5.6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided by law.
Section 5.7. Restrictions on Ownership, Voting and Transfer Right to Redeem.
Article XI of the Articles restricts the ownership, voting and transfer of shares of capital stock
of the Corporation to the extent necessary to prevent ownership of such shares by Aliens from
violating the Communications Act of 1934, as amended (the Communications Act), and the
regulations of the Federal Communications Commission (the FCC Regulations). In addition, Article
XI of the Articles entitles the Corporation to redeem shares of capital stock determined by the
Board of Directors to be owned beneficially by an Alien or Aliens if such ownership violates the
Communications Act or FCC Regulations. Each certificate representing shares of capital stock of the
Corporation shall contain a legend referencing such restrictions and right to redeem set forth in
Article XI of the Articles.
ARTICLE VI
General Provisions
General Provisions
Section 6.1. Dividends. Subject to applicable law and the Articles, dividends
upon the capital stock of the Corporation may be declared by the Board of Directors at any regular
or special meeting and may be paid in cash, in property or in shares of the capital stock.
Section 6.2. Record Date. Subject to any provisions of the Articles, the Board
of Directors may fix a date not more than 120 days before the date fixed for the payment of any
dividend as the record date for the determination of the Shareholders entitled to receive payment
of the dividend, and, in such case, only Shareholders of record on the date so fixed shall be
entitled to receive payment of such dividend notwithstanding any transfer of shares on the books of
the Corporation after the record date. The Board of Directors may close the books of the
Corporation against the transfer of shares during the whole or any part of such period.
Section 6.3. Checks. All agreements, checks or demands for money or 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. If no such designation is made, they may be
signed by either the Chairman of the Board, the President, any Division President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer, singly.
Section 6.4. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board and in the absence of such resolution, the Corporation shall have a
February 28/29 fiscal year.
Section 6.5. Seal. The Corporation shall have no corporate seal.
ARTICLE VII
Amendments
Amendments
Section 7.01. Any amendment of these By-Laws shall require approval by the number of
Directors constituting a majority of the total
number of Directors specified in Section 3.2(a).
Section 7.2. Amendments to be Consistent with Applicable Law. Any amendment of
these By-Laws shall be consistent with the Articles and provisions of applicable law then in
effect, including without limitation, the Communications Act and the FCC Regulations.
ARTICLE VIII
Securities of Other Corporations
Securities of Other Corporations
Unless otherwise ordered by the Board of Directors, the Chairman of the Board or the President
shall have full power and authority on behalf of the Corporation to purchase, sell, transfer,
encumber or vote any and all securities of any other corporation owned by the Corporation, and may
execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer,
encumbrance or vote. The Board of Directors may, from time to time, confer like powers upon any
other person or persons.