EXHIBIT 3.39
BY-LAWS
OF
SALEM MEDIA OF LOUISIANA, INC.
Section 1.
OFFICES
1.1 The principal office shall be located at 650 Poydras, New Orleans,
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Louisiana.
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1.2 The corporation may have such offices at such other places as the
Board of Directors may from time to time determine or the business of the
corporation may require.
Section 2.
SHAREHOLDERS
2.1 Place of Meeting
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Unless otherwise required by law or these By-Laws, all meetings of the
shareholders shall be held at the principal office of the corporation or at such
other place, within or without the State of Louisiana, as may be designated by
the Board of Directors.
2.2 Annual Meeting
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An annual meeting of the shareholders shall be held at 2:00 p.m. on the
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(second Monday of December) in each year, or if said day be a legal holiday,
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then on the next succeeding day not a legal holiday, or at such other time as
the Board of Directors shall designate, for the purpose of electing directors
and for the transaction of such other business as may properly be brought before
the meeting.
2.3 Special Meetings
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Special meetings of the shareholders, for any purpose or purposes, may be
called by the President or Board of Directors. At any time, upon the written
request of any two directors or of any shareholder or shareholders holding in
the aggregate (one-fifth) of the total voting power, the Secretary shall call a
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special meeting of shareholders to be held at the registered office of the
corporation at such time as the Secretary may fix, not less than fifteen nor
more than sixty days after the receipt of said request, and if the Secretary
shall neglect or refuse to fix such time or to give notice of the meeting, the
shareholder or shareholders making the request may do so.
2.4 Notice of Shareholders' Meetings
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Except as otherwise provided in Section 2.3 hereof, or by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting at his or her last known address,
at least ten days and not more than sixty days prior to the day fixed for the
meeting. Notice of the annual meeting need not state the purpose thereof, unless
action is to be taken at the meeting as to which notice is required by law.
2.5 Election of Directors
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The election of Directors shall be held during the annual meeting of
shareholders and nomination of candidates may be made by the board of directors
or by any shareholder entitled to vote in the election of directors.
Nominations by a shareholder shall be in writing and delivered or mailed to the
secretary of the corporation at least thirty days prior to the date of the
annual meeting; however, if notice to the shareholders of the annual meeting is
less than 30 days, then notice of the nomination of directors must be delivered
or mailed to the secretary of the corporation no later than the fifth day
following the day on which notice of the annual meeting was mailed to the
shareholders.
2.6 Voting
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A. On demand of any shareholder, the vote for directors, or on any
questions, shall be by ballot. All elections shall be had by plurality, with
all questions decided by majority of votes cast except as otherwise provided by
the articles or law.
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B. At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by the agent of
the corporation having charge of transfers of shares, showing the number and
class of shares held by each such shareholder on the record date for the
meeting, shall be produced on the request of any shareholder.
2.7 Quorum
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A. Except as otherwise provided by law, the presence, in person or by
proxy, of the holders of a majority of the total voting power shall constitute a
quorum at all meetings of the shareholders.
B. When a quorum is present at any meeting, the vote of the holders of 4
majority of the 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 law or the Articles of Incorporation, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. Directors shall be elected by plurality vote.
C. The shareholders present or represented at a duly organized meeting
shall constitute a quorum and may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum as fixed in Section 2.6 of these By-Laws, or the refusal of any
shareholders present to vote.
2.8 Proxy Vote
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At any meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such shareholder and bearing a date not more than
eleven months prior to said meeting, unless said instrument provides for a
longer period. The aforesaid proxy need not be a shareholder of the
corporation. Each shareholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the corporation at
the time of the said meeting or on the record date for the determination of
shareholders entitled to vote at the said meeting if the Board of Directors
shall have fixed such a record date. Except as the Board may provide otherwise,
if no record date is fixed (a) for the purpose of determining shareholders
entitled to notice of and to vote at a meeting, the close of business on the day
before the notice of the meeting is mailed, or if notice is waived, the close of
business on the day before the meeting, shall be the record date for such
purpose, or (b) for any other purpose, the close of business on the day on which
the Board of Directors adopts the resolution relating thereto shall be the
record date for such purpose.
2.9 Adjournment of Meeting
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A. Adjournments of any annual or special meeting of shareholders may be
taken without new notice being given unless a new record date is fixed for the
adjourned meeting, but any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors shall have been elected.
B. If a meeting cannot be organized because a quorum has not attended,
those present may adjourn the meeting to such time and place as they may
determine, subject, however, to the
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provisions of Section 2.9 A. hereof. In the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings,
although less than a quorum as fixed in Section 2.6 hereof, shall nevertheless
constitute a quorum for the purpose of electing directors.
Section 3.
DIRECTORS
3.1 Powers of Directors
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All of the corporate powers shall be vested in, and the business and
affairs of the corporation shall be managed by a Board of Directors. The Board
may exercise all such powers of the corporation and do all such lawful acts and
things which are not by law, the Articles of Incorporation, or these By-Laws
directed or required to be done by the shareholders. Without prejudice to such
general powers, the directors have the following specific powers:
(a) To devolve the powers and duties of any officer to any other person
for a specified period of time;
(b) To confer upon any officer the power to appoint, remove, suspend and
determine the compensation of subordinate officers or agents;
(c) To determine who shall be entitled to vote;
(d) To assign or transfer shares of stock, bonds, debentures or other
securities held by other corporate subsidiaries of the corporation;
and,
(e) To delegate any powers of the board of directors to any standing or
special committee or to any officer or agent with the power to
subdelegate upon such terms as the directors deem fit.
3.2 Number of Directors and Qualifications
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A. The Board of Directors shall be comprised of no more than three natural
persons and shall hold office for one year or until their successors are chosen
and have qualified.
B. The Board of Directors, by majority vote, may decrease or increase the
number of directors, authorized in paragraph A at any time subsequent to the
annual meeting of shareholders. A decrease in the number of directors shall
not shorten the term of any incumbent director nor reduce the number of
directors below the minimum number as specified by the articles. The board of
directors, by a vote of a majority of directors, may immediately fill any
vacancies and the so elected directors shall serve until such time as they are
subject to re-election.
C. No director need be a shareholder.
3.3 Place of Holding Meetings
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The meetings of the Board of Directors may be held at such place within or
without the State of Louisiana as a majority of the directors may from time to
time appoint. Meetings by the Board of Directors, whether regular or special,
may be conducted by telephone conferences or other similar communications
equipment and participation in such a meeting shall constitute presence at such
meeting. All participants in such a meeting, by virtue of their participation,
shall be deemed to have consented to the recording of the meeting, by either an
electronic recording device or written transcript, in order to record the
minutes for the corporate records.
3.4 Organizational Meeting
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The first meeting of each newly elected Board shall be held immediately
following the annual shareholders' meeting and at the same place as the annual
meeting, and no notice of such first meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting. The purpose of
the meeting will be for organization, election of officers and the transaction
of business.
3.5 Regular Directors' Meetings
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A. Regular meetings of the Board may be held, upon five days' written
notice from the President or the Secretary at such time and place either within
or without the State of Louisiana as shall from time to time be determined by
the Board, provided that notice of such determination shall be given to all
Directors. Directors present at any regular or special meeting shall be deemed
to have received due, or to have waived, notice thereof, provided that a
director who participates in a meeting by telephone shall not be deemed to have
received or waived due notice if, at the beginning of the meeting, he objects to
the transaction of any business because the meeting is not lawfully called.
B. Any action which may be taken at a meeting of the Board or any
committee thereof, may be taken by a consent in writing signed by all of the
directors or by all members of the committee, as the case may be, and filed with
the records of proceedings of the Board or committee.
C. Members of the Board may participate in and be present at any meeting
of the Board or any committee thereof by means of conference telephone or
similar communications equipment if all persons participating in such meeting
can hear and communicate with each other.
3.6 Special Directors' Meetings
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Special meetings of the Board of Directors may be called any time by the
Board of Directors, by vote at a meeting, by the President, or in writing, with
or without a meeting by a majority of the directors. The special meetings may
be held at such time and place either within or without the State of Louisiana
as designated by the board of directors. In the absence of such designation,
the meeting place will be determined through a notice thereof.
3.7 Notice Of Special Directors Meetings
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Special meetings of the Board may be called by the President on two days'
notice given to each director, either personally or by telephone, mail, or
telegram. Special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two directors and if
the President and Secretary fail or refuse, or are unable to call a meeting when
requested by any two directors, then the two directors may call the meeting on
two days' written notice given to each director.
3.8 Quorum
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A. A majority of the directors in office and qualify to act constitute a
quorum for the transaction of business, and except as otherwise provided by law,
the articles or these by-laws, the acts of a majority of the directors present
at a fleeting at which a quorum is present shall be the acts of the Board.
B. If a quorum is present when the meeting is convened, the directors
present may continue to do business, taking action by vote of a majority of a
quorum as fixed in paragraph A. hereof, until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum as fixed in Paragraph
A. hereof or the refusal of any director present to vote.
3.9 Compensation of Directors
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Directors as such, shall receive such salary for their services as may be
fixed by resolution of the Board of Directors and shall receive their actual
expenses of attendance, if any, for each regular or special meeting of the Board
or any committee thereof; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
3.10 Removal Of Board Member
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The shareholders, by vote of a majority of the total voting power at any
special meeting called for the purpose, may remove from office any one or more
of the directors, notwithstanding that his/her or their terms of office may not
have expired, and may forthwith at such meeting proceed to elect a successor for
the unexpired term. Whenever the holders of the shares of any class or series
or of any obligations are entitled to elect one or more directors, the
provisions of this paragraph shall apply, in respect to the removal of a
director or directors so elected, and the election of a successor or successors,
to the vote of the holders of the outstanding shares of that class or series or
of those obligations and not to the vote of the outstanding shares as a whole.
If a director has been elected by the exercise of the privilege of cumulative
voting, such director may not be removed if the votes cast against his removal
would be sufficient to elect him/her if then cumulatively voted in his/her favor
at an election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part.
3.11 Resignations
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The resignation of a Director shall take effect upon receipt of written
notice to the president or secretary, or on any later date, not more than 30
days after such receipt specified herein.
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3.12 Vacancies
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When any vacancy occurs among the Directors during an unexpired term, a
Director shall be elected to fill such vacancy by a majority vote of the
remaining members of the board. If the board fails to fill such vacancy for a
period of ninety days following the vacancy, the shareholders may elect a
director to fill such vacancy at a special meeting of the shareholders called
for this particular purpose.
3.13 Ineligibility
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No member shall be permitted to vote on any question in which he or she has
a personal interest, directly or indirectly.
3.14 Board Procedure
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The Chairman of the Board shall preside at board meetings; after roll call
he or she shall turn the meeting over to the president to present the affairs of
the corporation and the business before the board. The Chairman of the board,
or if there is none, the president will serve as chairman, shall call for all
votes and shall be judge of all points of order. His or her decision on points
of order shall be final, unless two members of the board appeals the decision to
the board; in which event, a majority of the members present shall decide the
question. All resolutions entered in the minutes shall be considered past based
on statement of yeas and nays and will be considered an unanimous vote by all of
the directors present at the meeting. Any member has a right to request the
secretary to enter his or her name on the minutes as voting against a motion.
3.15 Committees of Directors
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The Board may designate one or more committees, each committee to consist
of two or more of the directors of the corporation (and one or more directors
may be named as alternate members to replace any absent or disqualified regular
members), which, to the extent provided by resolution of the Board, shall have
and may exercise the powers of the Board in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to documents. Such committee or committees shall have
such name or names as may be determined, from time to time, by resolution of the
Board. Any vacancy occurring in any such committee shall be filled by the
Board, but the President may designate another director to serve on the
committee pending action by the Board. Each such committee shall hold office
during the term of the Board constituting it, unless otherwise ordered by the
Board.
3.16 Executive Committee
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The Board of Directors may form an executive committee for the day to day
managerial functions of the corporation, delegating whatever powers to said
committee which the board in its discretion may deem fit to so delegate. If an
executive committee is appointed, the committee will be made up of at least two
other members of the Board of Directors, the president shall also be a member.
The committee shall have all the powers of the board when the board is not in
session.
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3.17 Minutes of Meetings of Committees
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Any committees designated by the board shall keep regular minutes of their
proceedings, and shall report the same to the board when required; however, no
approval by the board of any action properly taken by a committee shall be
required.
3.18 Committee Procedure
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If the Board fails to designate a chairman of a committee, the president
will then assume the role of chairman. Each committee shall meet at such times
as it determines and at any time when called by the chairman. A majority of a
committee constitutes a quorum, and a committee may take action either by
majority vote of the members present which constitutes a quorum, or by written
concurrence of a majority of the members. If a member of a committee is absent
or has been disqualified, the qualified members present, whether or not they
constitute a quorum, unanimously appoint a director to act in place of the
absent or disqualified member. The board has the power to change the members
in the committee at any time, fill vacancies and to discharge any committee at
any time.
Section 4.
OFFICERS
4.1 Titles of Officers
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A. The officers of the corporation shall be chosen by the director(s) and
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shall be a President, a Secretary, and a Treasurer. The directors may elect one
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or more Vice-Presidents. Any two offices may be held by one person, provided
that no person holding more than one office may sign, in more than one capacity,
any certificate or other instrument required by law to be signed by two
officers.
B. The Board of Directors may appoint such other officers as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.
C. The officers of the corporation shall hold office at the pleasure of
the Board of Directors.
4.2 President
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The President shall preside at all meetings of the shareholders and shall
have general and active management of the business of the corporation. The
President shall act as chief executive officer, with power to execute all
authorized instruments, shall see that all orders and resolutions of the board
are carried into effect, and direct the other officers in the performance of
their duties. The President shall perform generally all acts incident to the
office of President or which are authorized or required by law, or which are
incumbent upon the office under the provision of the articles and these By-Laws.
If a Chairman of the Board of Directors has not been elected, the President,
shall act as Chairman and shall preside at all meetings of the Board.
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4.3 Vice-President
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The Vice-Presidents (if any) in the order specified by the Board or, if not
so specified, in the order of their seniority shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the President or the Board of
Directors shall prescribe.
4.4 Secretary
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The Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He or she shall give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or President, under whose supervision he or she shall be. The
Secretary, except as otherwise determined by the Directors, shall be in charge
of the original stock books, transfer books, and stock ledgers and shall act as
transfer agent in respect to the stock and other securities issued by the
corporation. He or she shall keep in safe custody the seal of the corporation,
if any, and affix the same to any instrument requiring it.
4.5 Treasurer
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The Treasurer shall have the custody of the corporate funds and shall keep
or cause to be kept full and accurate accounts of receipts and disbursements in
books belonging to the corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. He or she shall
keep a proper accounting of all receipts and disbursements and shall disburse
the funds of the corporation only for proper corporate purposes or as may be
ordered by the Board and shall render to the President and the Board at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation. If required by the board, the Treasurer shall give the corporation
a bond for the faithful discharge of his or her duties and for restoration to
the corporation, upon termination of his tenure, of all property of the
corporation under his or her control.
4.6 Term of Office
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All officers elected or appointed by the Board of Directors and under its
authority shall hold office at the pleasure of the board.
Section 5.
CAPITAL STOCK
5.1 Certificates
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The certificates for each class of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. Every certificate of stock shall be signed by the President or a Vice-
President and the Treasurer or the Secretary. If any stock
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certificate is signed by a transfer agent or by a registrar, other than the
corporation itself or an employee of the corporation, the signature of any such
officer may be a facsimile.
5.2 Missing Certificates
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The officers of the corporation may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issuance of a new certificate or certificates, the officers of the corporation
shall, unless dispensed with by the Board, as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as such officers shall require and/or give the corporation a bond
in such sum as they may deem appropriate as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
5.3 Transfers
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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, cancel the old certificate and record the transaction upon its books.
B. When the owner or holder of any of the capital stock of the corporation
decides to sell or otherwise dispose of any part of his or her stock, he or she
shall give notice of their intention to so dispose of any part of the stock to
the Secretary of the Corporation. Notice is to be given by registered mail,
stating the number of shares to be sold and the price at which offered.
Immediately upon receipt of such communication, the Secretary shall notify the
other stockholders by registered mail in order that they may avail themselves of
their right to purchase the stock at the stated price. Any prospective
purchaser who is the owner or holder of any of the capital stock of the
corporation shall immediately contact the Secretary of the Corporation, who will
thereby contact the shareholder who has evidenced their desire to sell the
stock; should there be two or more shareholders desiring to purchase the stock
that is offered for sale, the stock shall be prorated among the stockholders
desiring to purchase the stock. If there are no stockholders desiring to
purchase the stock, then the stock may be sold to any other person at a price
not less than that offered originally to the other stockholders.
5.4 Record Date
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For the purpose of determining shareholders entitled to notice of and to
vote at a meeting, or to receive a dividend, or to receive or exercise
subscription or other rights, or to participate in a reclassification of stock,
or in order to make a determination of shareholders for such purpose, such date
shall be not more than sixty days and, if fixed for the purpose of determining
shareholders entitled to notice of and to vote at a meeting, not less than ten
days, prior to the date on which the action requiring the determination of
shareholders is to be taken.
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5.5 Transfer Agents and Registrars
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The Board may appoint or remove transfer agents and registrars for any
class of stock. The transfer agents shall be responsible for effectuance of
original issuances of stock certificates and transfer of shares, recording and
advising corporation of such issuance and transfers, countersign and deliver
stock certificates and keep the stock transfer and other pertinent records.
The registrar shall prevent over issuance by registering and countersigning all
stock certificates issued. A transfer agent and registrar may be identical.
Transfer agents and registrars, when covered with the company as obligees by
indemnity bond issued by a surety company and approved by the corporations
general counsel and providing indemnity unlimited in a stated amount or in form
and amount signed by a surety that is approved by the board, and upon receipt of
an appropriate affidavit indemnity agreement may (a) countersign, register and
deliver in place of any stock certificate alleged to have been stolen,
destroyed, lost or mutilated and place a certificate for the same number of
shares and to make any payment, credit, transfer, issuance, conversion or
exchange to which holder may be entitled in respect of such replaced
certificate, without the surrender of said certificate for cancellation and (b)
effect transfers of shares from the names of deceased persons whose estates (not
exceeding $1000.00 in gross asset value) are not administered.
Section 6.
MISCELLANEOUS
6.1 Corporate Records
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The Articles of Incorporation, the By-Laws and the proeedings of all
meetings of shareholders, board of directors and any other committee or board
shall be recorded 44' appropriate minute books. The minutes of each meeting
shall be signed by the secretary or any other officer appointed to act as
Secretary of the Meeting.
6.2 Inspection of Corporate Records
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The minutes of proceedings, stock ledgers and books of accounts, shall be
open to inspection upon written demand, to the extent allowed by applicable
Louisiana Law, at any reasonable time for purposes reasonably related to the
interest of the shareholders. Such inspections may be made in person by the
shareholder, or an authorized agent, or an attorney and shall include the right
to make abstracts. The inspection of the corporate records, other than at a
shareholders meeting, shall be made in writing upon the President or Secretary.
6.3 Corporate Seal
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The Board of Directors may adopt a corporate seal, which seal shall have
inscribed thereon the name of the corporation. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Failure to affix the seal shall not, however, affect the validity of any
instrument.
6.4 Dividends
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Except as otherwise provided by law or the Articles of Incorporation,
dividends upon the stock of the corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be paid in cash, in
property, or in shares of stock.
6.5 Checks
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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.
6.6 Notices
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A. Any written notice required or permitted by law, the Articles of
Incorporation, or the By-Laws to be given to any shareholder or director shall
be deemed to have been given to such shareholder or director when such notice is
served upon such shareholder or director, or two business days after such notice
is placed in the United States mail, postage prepaid, addressed to such
shareholder or director at his last known address, whichever is earlier.
B. Whenever any notice is required to be given by law, the Articles of
Incorporation, or the By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, and filed with the records of the meeting,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
6.7 Fiscal Year
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The Board of Directors may adopt for and on behalf of the corporation a
fiscal or a calendar year.
6.8 Gender
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All pronouns and variations thereof used in these By-Laws shall be deemed
to refer to the masculine, feminine or neuter gender, singular or plural, as the
identity of the person, persons, entity or entities referred to require.
Section 7.
INDEMNIFICATION
The corporation shall indemnify its officers and directors, and may
indemnify its employees and agents, and may procure insurance on behalf of its
officers, directors, employees and agents to the full extent permitted by
Section 83 of the Louisiana Business Corporation Law, as amended.
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Section 8.
AMENDMENTS
These By-Laws may be amended or repealed by the Board of Directors at any
regular or special meeting or by the shareholders at any annual or special
meeting, provided notice of the proposed amendment or repeal be contained in the
notice of such annual or special meeting of shareholders.
CERTIFICATE
I, Eric H. Halvorson, Secretary of Salem Media of Louisiana, Inc., a
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Louisiana corporation (the "Corporation"), do hereby certify that the attached
is a true and correct copy of the By-Laws of the Corporation duly adopted by the
Baord of Directors of the Corporation on May 12, 1986, that they are still in
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full force and effect and that they have not been amended or rescinded.
Dated: May 12 , 1986.
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Eric H. Halvorson
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____________________, Secretary
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