1
EXHIBIT 3.4
BYLAWS
OF
NORTHLAND CABLE NEWS, INC.
ARTICLE I
Principal Office
The principal office of the corporation shall be at such location as the
board of directors may designate from time to time. The corporation may have
such other offices, either within or without the state of Washington, as the
business of the corporation may require from time to time.
ARTICLE II
Shareholders' Meetings
Section 1. Annual Meetings. The annual meeting of the shareholders of
this corporation, for the purpose of election of directors and for such other
business as may come before it, shall be held at the principal office of the
corporation, or such other place as may be designated by the notice of the
meeting, within one hundred eighty (180) days of the end of the corporation's
fiscal year, at such a time as may be designated by the notice of the meeting.
Section 2. Special Meetings. Special meetings of the shareholders of
this corporation may be called at any time by the holders of sixty-six percent
(66%) of the voting shares of the corporation, or by the president, or by a
majority of the board of directors. No business shall be transacted at any
special meeting of shareholders except as is specified in the notice calling for
said meeting. The board of directors may designate any place as the place of any
special meeting.
Section 3. Notice of Meetings. Written notice of annual or special
meetings of shareholders stating the place, day, and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given by the secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting and, if
and to the extent required by law, to each other shareholder of the corporation.
Such notice shall be given not less than ten (10) nor more than sixty (60) days
prior to the date of the meeting, except that notice of a meeting to act on an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
a proposed sale, lease, exchange or other disposition of all or substantially
all of the assets of the corporation other than in the usual or regular course
of business, or the dissolution of corporation shall be given no fewer than
twenty (20) days nor more than sixty (60) days before the meeting date. Notice
may be transmitted by:
Bylaws of Northland Cable News, Inc.
Page 1
2
mail, private carrier or personal delivery; telegraph or teletype; or telephone,
wire or wireless equipment which transmits a facsimile of the notice. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his or her address as it appears on the
stock transfer books of the corporation.
Section 4. Waiver of Notice. Notice of the time, place, and purpose of
any meeting may be waived in writing (either before or after such meeting) and
will be waived by any shareholder by his or her attendance thereat in person or
by proxy, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. Any shareholder so
waiving shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.
Section 5. Quorum and Adjourned Meetings. A majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn the meeting
from time to time without further notice. At such reconvened meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business at such meeting and at any adjournment of such meeting (unless a new
record date is or must be set for the adjourned meeting pursuant to Section 9 of
this Article II), notwithstanding the withdrawal of enough shareholders from
either meeting to leave less than a quorum.
Section 6. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 7. Voting Record. After fixing a record date for a shareholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
shareholders on the record date who are entitled to notice of the shareholders'
meeting. The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of shares
held by each shareholder. A shareholder, a shareholder's agent, or a
shareholder's attorney may inspect the shareholders' list, beginning ten (10)
days prior to the shareholders' meeting and continuing through the meeting, at
the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held, during regular business hours
and at the shareholder's expense. The shareholders' list shall be kept open for
inspection during such meeting or any adjournment.
Section 8. Voting of Shares. Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of record shall
have the right at every
Bylaws of Northland Cable News, Inc.
Page 2
3
shareholders' meeting to one vote for every share standing in his or her name on
the books of the corporation, and the affirmative vote of a majority of the
shares represented at a meeting and entitled to vote thereat shall be necessary
for the adoption of a motion or for the determination of all questions and
business which shall come before the meeting.
Section 9. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the board
of directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy (70) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the day before the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, unless the board of directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date is fixed for the original meeting.
Section 10. Election of Directors. Each shareholder entitled to vote at
an election of directors may vote in person or by proxy the number of shares
owned by him or her for as many persons as there are directors to be elected and
for whose election he or she has a right to vote.
ARTICLE III
Directors
Section 1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors except as otherwise
provided by the laws under which this corporation is formed or in the Articles
of Incorporation.
Section 2. Number. The board shall be composed of three (3) directors,
provided that the number of directors may be increased or decreased from time to
time by amending this Section 2. No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.
Section 3. Tenure and Qualifications. Each director shall hold office
until the next annual meeting of shareholders and until his or her successor
shall have been elected and qualified. Directors need not be residents of the
state or shareholders of the corporation.
Section 4. Election. The directors shall be elected by the shareholders
at their annual meeting each year; and if, for any cause, the directors shall
not have been elected at an annual
Bylaws of Northland Cable News, Inc.
Page 3
4
meeting, they may be elected at a special meeting of shareholders called for
that purpose in the manner provided by these Bylaws.
Section 5. Vacancies. Any vacancy occurring on the board may be filled
by the affirmative vote of a majority of the remaining directors though less
than a quorum of the board. A director elected to fill a vacancy due to
resignation or removal shall be elected for the unexpired term of his or her
predecessor in office. Any directorship to be filled by reason of an increase in
the number of directors shall be filled for a term extending only until the next
annual meeting of shareholders.
Section 6. Resignation. Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation. A resignation shall be effective
when the notice is delivered unless the notice specifies a later effective date.
Section 7. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of such directors.
Section 8. Meetings
(a) The annual meeting of the board of directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the directors. No notice of the annual meeting of the board of
directors shall be necessary.
(b) Special meetings may be called at any time and place upon the
call of the president, secretary, or any two (2) directors; provided, however,
that in the event there is only one (1) director, he or she may call a special
meeting. Notice of the time and place of each special meeting shall be given by
the secretary, or the persons calling the meeting, by mail, private carrier,
radio, telegraph, telegram, facsimile transmission, personal communication by
telephone or otherwise at least two (2) days in advance of the time of the
meeting. The purpose of the meeting need not be given in the notice. Notice of
any special meeting may be waived in writing or by telegram (either before or
after such meeting) and will be waived by any director by attendance thereat.
Written notice shall be in a comprehensible form and effective at the earliest
of the following: (1) when dispatched by telegraph, teletype, or facsimile
equipment; or (ii) when received; or (iii) if mailed, five (5) days after its
deposit in the United States mail, as evidenced by the postmark if mailed with
first-class postage, prepaid and correctly addressed; or on the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.
Bylaws of Northland Cable News, Inc.
Page 4
5
(c) Regular meetings of the board of directors shall be held at
such place and on such day and hour as shall from time to time be fixed by
resolution of the board of directors. No notice of regular meetings of the board
of directors shall be necessary.
(d) At any meeting of the board of directors, any business may be
transacted, and the board may exercise all of its powers.
Section 9. Quorum and Voting
(a) A majority of the directors presently in office shall
constitute a quorum, but a lesser number may adjourn any meeting from time to
time until a quorum is obtained, and no further notice thereof need be given.
(b) At each meeting of the board at which a quorum is present,
the act of a majority of the directors present at the meeting shall be the act
of the board of directors. The directors present at a duty organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.
Section 10. Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action an any corporate
matter is taken shall be presumed to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding it or transacting business at
the meeting;
(b) The director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(c) The director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation within a reasonable time after adjournment of
the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 12. Committees. The board of directors, by resolution adopted by
a majority of the full board of directors, may designate from among its members
one or more committees, each of which must have two or more members and, to the
extent provided in such resolution, shall
Bylaws of Northland Cable News, Inc.
Page 5
6
have and may exercise all the authority of the board of directors, except that
no such committee shall have the authority to: authorize or approve a
distribution except according to a general formula or method prescribed by the
board of directors; approve or propose to shareholders action that the
Washington Business Corporation Act requires to be approved by shareholders;
fill vacancies on the board of directors or on any of its committees; amend any
Articles of Incorporation not requiring shareholder approval; adopt, amend, or
repeal Bylaws; approve a plan of merger not requiring shareholder approval; or
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the board of directors may authorize a
committee, or a senior executive officer of the corporation, to do so within
limits specifically prescribed by the board of directors.
ARTICLE IV
Special Measures for Corporate Action
Section 1. Actions by Written Consent. Any corporate action required or
permitted by the Articles of Incorporation, Bylaws, or the laws under which this
corporation is formed, to be voted upon or approved at a duly called meeting of
the directors, committee of directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
directors or shareholders, setting forth the actions so taken, shall be signed,
either before or after the action taken, by all the directors, committee
members, or shareholders, as the case may be. Action taken by unanimous written
consent is effective when the last director or committee member signs the
consent, unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.
Section 2. Meetings by Conference Telephone. Members of the board of
directors, members of a committee of directors, or shareholders may participate
in their respective meetings by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at such meeting.
ARTICLE V
Officers
Section 1. Officers Designated. The officers of the corporation shall be
a president, one or more vice presidents (the number thereof to be determined by
the board of directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the board of directors.
Any two or more offices may be held by the same person. The board of directors
may, in its discretion, elect a chairperson of the board of directors; and, if a
chairperson
Bylaws of Northland Cable News, Inc.
Page 6
7
has been elected, the chairperson shall, when present, preside at all meetings
of the board of directors and the shareholders and shall have such other powers
as the board may prescribe.
Section 2. Election, Qualification and Term of Office. Each of the
officers shall be elected by the board of directors at each annual meeting of
the board of directors. Except as hereinafter provided, each of said officers
shall hold office from the date of his or her election until the next annual
meeting of the board of directors and until his or her successor shall have been
duly elected and qualified.
Section 3. Powers and Duties
(a) President. The president shall be the chief executive officer
of the corporation and, subject to the direction and control of the board of
directors, shall have general charge and supervision over its property,
business, and affairs. He or she shall, unless a chairperson of the board of
directors has been elected and is present, preside at meetings of the
shareholders and the board of directors.
(b) Vice President. In the absence of the president or in the
event of the president's inability to act, the senior vice president shall act
in the president's place and stead and shall have all the powers and authority
of the president, except as limited by resolution of the board of directors.
(c) Secretary. The secretary shall: (1) be responsible for
preparing minutes of the shareholders' and of the board of directors' meetings
and keeping all such minutes in one or more books provided for that purpose; (2)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (3) be custodian of the corporate records (4) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (5) sign with the president, or
a vice president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the board of directors; (6)
have general charge of the stock transfer books of the corporation; (7)
authenticate records of the corporation; and (8) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the president or by the board of directors.
(d) Treasurer. Subject to the direction and control of the board
of directors, the treasurer shall have the custody, control, and disposition of
the funds and securities of the corporation and shall account for the same. At
the expiration of his or her term of office, the treasurer shall turn over to
his or her successor all property of the corporation in his or her possession.
Section 4. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the board of directors, may sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors. The assistant treasurers shall, respectively, if required by the
board of
Bylaws of Northland Cable News, Inc.
Page 7
8
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer respectively, or by
the president or the board of directors.
Section S. Removal. The board of directors shall have the right to
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.
Section 6. Vacancies. The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired term and
until his or her successor shall have been duly elected and qualified.
Section 7. Salaries. The salaries of all officers of the corporation
shall be fixed by the board of directors.
ARTICLE VI
Share Certificates
Section 1. Issuance, Form and Execution of Certificates. No shares of
the corporation shall be issued unless authorized by the board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, and a statement that the board has
determined that such consideration is adequate. Certificates for shares of the
corporation shall be in such form as is consistent with the provisions of the
Washington Business Corporation Act and shall state:
(a) The name of the corporation and that the corporation is
organized under the laws of this state;
(b) The name of the person to whom issued; and
(c) The number and class of shares and the designation of the
series, if any, which such certificate represents.
They shall be signed by the president or vice president and by the secretary of
the corporation. Certificates may be issued for fractional shares. No
certificate shall be issued for any share until the consideration established
for its issuance has been paid.
Section 2. Transfers. Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate or by a written power of attorney to assign and transfer the
same, signed by the record holder of the certificate. The board of directors
may, by resolution, provide that beneficial owners of shares shall be deemed
holders of record for certain specified purposes. Except as otherwise
specifically
Bylaws of Northland Cable News, Inc.
Page 8
9
provided in these Bylaws, no shares shall be transferred on the books of the
corporation until the outstanding certificate therefor has been surrendered to
the corporation.
Section 3. Loss or Destruction of Certificates. In case of loss or
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation. A new certificate may be issued without
requiring any bond, when in the judgment of the board of directors it is proper
to do so.
ARTICLE VII
Books and Records
Section 1. Books of Accounts, Minutes and Share Register. The
corporation shall keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all actions taken by the
shareholders or board of directors without a meeting, and a record of all
actions taken by a committee of the board of directors exercising the authority
of the board of directors on behalf of the corporation. The corporation shall
maintain appropriate accounting records. The corporation or its agent shall
maintain a record of its shareholders, in a form that permits preparation of a
list of the names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of shares held by each. The
corporation shall keep a copy of the following records at its principal office:
the Articles or Restated Articles of Incorporation and all amendments to them
currently in effect; the Bylaws or Restated Bylaws and all amendments to them
currently in effect; the minutes of all shareholders' meetings, and records of
all actions taken by shareholders without a meeting, for the past three years;
its financial statements for the past three years, including the balance sheets
and income statements prepared pursuant to Section 3 of this Article VII; a
written communications to shareholders generally within the past three years; a
list of the names and business addresses of its current directors and officers;
and its most recent annual report delivered to the Secretary of State of the
State of Washington.
Section 2. Copies of Resolutions. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when certified
by the president or secretary.
ARTICLE VIII
Corporate Seal
The board of directors may provide for a corporate seal.
Bylaws of Northland Cable News, Inc.
Page 9
10
ARTICLE IX
Amendment of Bylaws
The power to alter, amend, or repeal these Bylaws and adopt new Bylaws
is vested in the board, subject to repeal or change by action of the
shareholders.
ARTICLE IX
Amendment of Bylaws
The power to alter, amend, or repeal these Bylaws and adopt new Bylaws
is vested in the board, subject to repeal or change by action of the
shareholders; provided that the power to adopt, amend, or repeal any provision
in these Bylaws relating to the size, powers, term, or composition of the board
is vested solely in the shareholders of the corporation.
ARTICLE X
Fiscal Year
The fiscal year of the corporation shall be the twelve (12) month period
ending on December 31 in each year.
CERTIFICATE OF ADOPTION
The undersigned, being the secretary of Northland Cable News, Inc.,
hereby certifies that the foregoing is a true and correct copy of the Bylaws
adopted by resolution of the Board of Directors of Northland Cable News, Inc. on
May 12, 1994.
/s/ JAMES A. PENNEY, SECRETARY
-----------------------------------
James A. Penney, Secretary
Bylaws of Northland Cable News, Inc,
Page 10