EXHIBIT 3.11
BYLAWS
OF
COMMON GROUND BROADCASTING, INC.
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ARTICLE I - OFFICES
The principal office of the corporation in the State of Oregon shall be
located in the City of Hilssboro County of Washington. The corporation may have
such other offices, either within or without the State of incorporation as the
board of directors may designate or as the business of the corporation may from
time to time require.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the 9th day of
September in each year, beginning with the year 1991, at the hour of 1 o'clock
P.M., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than ten (10) per cent of all the outstanding shares of the corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
as the place of meeting for any annual meeting or for any special meeting called
by the directors. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice
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shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholders at the shareholder's address as it appears on the
stock transfer books of the corporation, with post age thereon prepaid.
5. FIXING OF RECORD DATE.
For purposes of determining shareholders to notice of, or vote at any
meeting of shareholders, or shareholders entitled to demand a special meeting,
or to receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the directors may fix in advance a date as
the record date for any such determination, such date in any case to be not more
than seventy (70) days, and, in case of a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination is to be taken. The date on which notice of the meeting is mailed
or the date on which the resolution of the 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.
6. VOTING LISTS.
After filing a record date for a meeting, the officer or agent having
charge of the stock transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at such meeting, or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period beginning 2 business
days after notice of the meeting is given for which the list was prepared and
continuing through the meeting, shall be kept on file at the principal office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. The original stock transfer book shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at the meeting of shareholders.
7. QUORUM.
At any meeting of shareholders 51% 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. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned 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 until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
8. PROXIES:
At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by the shareholder's duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting.
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9. VOTING.
Each shareholder entitled to vote in accordance with the terms and
provisions of the articles of incorporation and these bylaws shall be entitled
to one vote, in person or by proxy, for each share entitled to vote held by such
shareholders. Upon the demand of any shareholder, the vote for directors and
upon any question before the meeting shall be by ballot. All elections for
directors shall be decided by plurality vote; all other questions shall be
decided by majority vote except as otherwise provided by the articles of
incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the shareholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY SHAREHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these bylaws and the laws of this State.
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2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be two. All directors
shall hold office until the next annual meeting of shareholders and until their
successors shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this bylaw immediately after, and at the same place as, the annual meeting of
shareholders. The directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them. All board meetings shall be held
without notice immediately after and at the same place as the annual meeting of
shareholders.
5. NOTICE.
Notice of any special meeting shall be given at least ten (10) days
previously thereto by written notice delivered personally, or by telegram or
mailed to all directors at their business address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, unless the director at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote at the special meeting.
6. WAIVER.
Whenever any notice is required to be given to any director under this
provision of these bylaws, the articles of incorporation or the laws of this
State, a waiver in writing specifying the meeting for which notice is waived,
signed by the person or persons entitled to such notice, shall be deemed
equivalent to the giving of such notice.
7. QUORUM.
At any meeting of the directors two shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
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8. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the shareholders. A director elected to fill a vacancy caused by
resignation, death or removal of a director shall be elected to hold office for
the unexpired term of that director.
10. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.
11. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
12. COMPENSATION.
By resolution of the board, the directors may be paid their expenses, if
any, of attendance at each board meeting, or a fixed sum at each board meeting,
or a stated salary as director, or a combination of the foregoing. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefore.
13. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless the director's dissent shall be entered in
the minutes of the meeting or unless the director shall file a written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
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14. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of two or more directors. Each
such committee shall serve at the pleasure of the board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, and a secretary, each
of whom shall be elected by the directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the
directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be appointed by the directors shall be
appointed annually at the first meeting of the directors held after each annual
meeting of the shareholders. Each officer shall hold office until the officer's
successor shall have been duly elected and shall have qualified or until the
officer's death or until the officer's resignation or removal in the manner
hereinafter provided.
3. REMOVAL.
Any officer or agent appointed by the directors may be removed by the
directors whenever in their judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. The president
shall, when present, preside at all meetings of the stockholders and of the
directors. The president may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the directors, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the directors have authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
directors or by these bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
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6. VICE-PRESIDENT.
In the absence of the president or in event of the president's death,
inability or refusal to act, the vice-president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice-president shall perform such
other duties as from time to time may be assigned by the president or by the
directors. Until further action by the Board of Directors, no Vice-President
shall be named.
7. SECRETARY.
The secretary shall keep the minutes of the shareholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these bylaws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of the treasurer's duties in such sum and with such surety or
sureties as the directors shall determine. The treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these bylaws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that the officer is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
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2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as shall be determined by the directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by law,
or by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the shareholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) 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, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in
each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The seal of the corporation shall consist of the name of the corporation,
the year of its incorporation, if required by statute, and the State of its
incorporation.
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these bylaws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a vote of the shareholders representing a majority of all the shares
issued and outstanding, at any annual shareholders' meeting or at any special
shareholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
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