EXHIBIT 3.53
BYLAWS
OF
SALEM RADIO REPRESENTATIVES, INC.
ARTICLE ONE
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REGISTERED OFFICE
The registered office of the corporation is located at 600 East Las Colinas
Blvd., Ste. 560, Irving, TX 75039 and the name of the registered agent of the
corporation at such address is Paul Martin .
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ARTICLE TWO
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SHAREHOLDERS' MEETINGS
PLACE OF MEETINGS
All meetings of the shareholders shall be held at the registered office of
the corporation, or any other place, within or outside this State, as may be
designated for that purpose from time to time by the Board of Directors.
Time of Annual Meeting
The annual meeting of the shareholders shall be held each year at 10:00
A.M. on the last Monday of May. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.
Notice of Meeting
Notice of meeting, 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 given in writing to each shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting either personally or by mail or other means of written
communication, addressed to the shareholder at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. Notice of adjourned meetings is not necessary unless the meeting is
adjourned for thirty (30) days or more, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting.
Special Meetings
Special meetings of the shareholders for any purposes or purposes
whatsoever may be called at any time by the President, or by the Board of
Directors, or by any two (2) or more
Directors, or by one or more shareholder holding not less than one-tenth (1/10)
of all the shares entitled to vote at said meeting.
Quorum
A majority of the voting shares constitutes a quorum for the transaction of
business. Business may be continued after withdrawal of enough shareholders to
leave less than a quorum.
Voting
Only persons whose names appear on the stock records of the corporation on
the date on which notice of the meeting is mailed shall be entitled to vote at
such meeting, unless some other date is fixed by the Board of Directors for the
determination of shareholders of record. Each shareholder is entitled to a
number of votes equal to the number of Directors to be elected, multiplied by
the number of shares which he is entitled to vote. Voting for the election of
Directors shall be by voice unless any shareholder demands a ballot vote before
the voting begins.
Proxies
Every person entitled to vote may do so either in person or by written
proxy executed in writing by the shareholder or his duly authorized attorney in
fact.
Consent of Absentees
No defect in the calling or notice of a shareholders' meeting will affect
the validity of any action at the meeting if a quorum was present at the same,
and if each shareholder not present in person or by proxy signs a written waiver
of notice, a consent to the holding of the meeting, or approval of the minutes,
either before or after the meeting, and such waivers, consents or approvals are
filed with the corporate records or made a part of the minutes of the meeting.
Action Without Meeting
Action may be taken by the shareholders without a meeting as set forth
above if each shareholder entitled to vote signs a written consent to the action
and such unanimous consents are filed with the Secretary of the corporation.
ARTICLE THREE
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DIRECTORS
Powers
The Directors shall act only as a board and an individual Director shall
have no power as such. All powers of the corporation shall be exercised by, or
under the authority of, and the business and affairs of the corporation shall be
controlled by the Board of Directors, subject, however, to such limitations as
are imposed by law, the articles of incorporation, or these Bylaws, as to
actions to be authorized or approved by the shareholders. The Board of Directors
may, by
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contract or otherwise, given general or limited or special power and
authority to officers and employees of the corporation to transaction the
general business, or any special business of the corporation, and may give
powers of attorney to agents of the corporation to transact any special business
requiring such authorization.
Number and Qualifications of Directors
The authorized number of Directors of this corporation shall be two (2).
The Directors need not be shareholders of this corporation or residents of Texas
or citizens of the United States. The number of Directors may be increased or
decreased from time to time by amendment of these Bylaws but no decrease shall
have the effect of shortening the term of any incumbent Director. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting or at a special meeting of the
shareholders called for that purpose.
Election and Term of Office
The Directors shall be elected by cumulative voting of the shareholders
entitled to vote, and shall hold office for a term of three years or until their
respective successors are elected, or until their death, resignation or removal.
Vacancies
Vacancies on the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by the sole remaining
Director. The shareholders may by unanimous action without a meeting or at a
meeting held pursuant to these Bylaws elect a Director at any time to fill a
vacancy not otherwise filled by the Directors.
Removal of Directors
The entire Board of Directors or any individual Director may be removed
from office with or without cause by majority vote of the holders of the shares
entitled to vote for directors at any regular or special meeting of such
shareholders.
Place of Meetings
Meetings of the Board of Directors shall be held at the principal office of
the corporation or at such place, within or outside the State, as may be
designated from time to time by resolution of the Board or by written consent of
all of the members of the Board.
Regular Meetings
Regular meetings of the Board of Directors shall be held without call or
notice, immediately following each annual meeting of the shareholders of this
corporation; and at such other times as the Directors may determine.
Special Meetings -- Call and Notice
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Special meetings of the Board of Directors for any purpose shall be called
at any time by the President or, if he is absent or unable or refused to act, by
a Vice President or any two Directors. Written notice of said special meetings,
stating the time, and in general terms the purpose or purposes thereof, shall be
mailed or telegraphed or personally delivered to each Director not later than
the day before the day appointed for the meeting.
Quorum
Two-thirds (2/3) of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of any business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the Articles of Incorporation.
Board Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may
be taken with a meeting, and with the same force and effect as a unanimous vote
of Directors, if all members of the Board shall individually or collectively
consent verbally or in writing to such action.
Compensation
Directors and members of committees appointed by the Board of Directors may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by resolution of the Board.
Indemnification of Directors,
Officers and Employees
The Board of Directors is authorized to pay expenses incurred by, or to
satisfy a judgment or fine rendered or levied against present or former
Directors, officers, or employees of this corporation as provided by Article
2.02(a)(16) of the Texas Business Corporation Act.
ARTICLE FOUR
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OFFICERS
The officers of the corporation shall consist of a president, vice-
president, secretary and a treasurer. The corporation may also have, at the
discretion of the Board of Directors, a chairman of the board, one or more
additional vice-presidents, one or more assistant secretaries, one or more
assistant treasurers and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices, except those of president and secretary.
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Election
The officers of the corporation, except those officers who may be appointed
in accordance with the provisions of this Article, shall be chosen annually by
the Board of Directors, and each shall hold his office until he shall resign or
shall be removed or otherwise disqualified to serve, or his successor shall be
elected and qualified.
Subordinate Officers
The Board of Directors may appoint such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the bylaws or as
the Board of Directors may from time to time determine.
Removal and Resignation
Any officer may be removed with or without cause, by the Board of Directors
at any regular or special meeting, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.
Any officer may resign at at time by giving written notice to the Board of
Directors, or to the president or to the secretary of the corporation. Any such
resignation shall take effect at the date of this notice or at any later
specified time; and, unless otherwise specified, the acceptance of this
resignation shall not be necessary to make it effective.
Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification, or because of any other cause shall be filled in the manner
prescribed in the bylaws for regular appointments to said office.
Chairman of the Board
The chairman of the board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the bylaws. If there is no president
of the corporation due to death, removal or resignation, then the chairman of
the board shall in addition be the chief executive officer of the corporation
and shall have the powers and duties prescribed in Section 7 of this Article IV.
President
Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the chairman of the board, if there be such an officer, the present
shall be the chief executive officer of the corporation and shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation. He shall preside at
all meetings of the shareholders and, in the absence of the chairman of the
board, at all meetings
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of the Board of Directors. He shall be ex officio a member of all the standing
committees, if any, and shall have the general powers and duties of corporate
management usually vested in the office of president of a corporation and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the bylaws.
Vice-President
In the absence or disability of the president, the vice-president shall
perform all of 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 have such other powers and perform such other duties as
from time to time may be prescribed by the Board of Directors or by the bylaws.
Secretary
The secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the shareholders and their
addresses; the number of classes of shares held by each; the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give or cause to be given, notice of all the meetings
of the shareholders and of the Board of Directors required by the bylaws or by
law to be given, and he shall keep the seal of the corporation in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the bylaws.
Treasurer
The treasurer shall keep and maintain or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. Any surplus,
including earned surplus, paid-in surplus and surplus arising from a reduction
of stated capital shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable times be open to
inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, shall render to the the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the bylaws.
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Salaries
The salaries of the officers and other shareholders employed by the
corporation shall be fixed from time to time by the Board of Directors or
established under agreements with officers or shareholders and approved by the
Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation.
ARTICLE FIVE
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EXECUTION OF INSTRUMENTS
The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name,
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.
ARTICLE SIX
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ISSUANCE AND TRANSFER OF SHARES
Certificates for Paid and Unpaid Shares
Certificates for shares of the corporation shall be issued only when fully
paid.
Share Certificates
The corporation shall deliver certificates representing all shares to which
shareholders are entitled, which certificates shall be in such form and device
as the Board of Directors may provide. Each certificate shall bear upon its
face the statement that the corporation is organized in the State of Texas, and
the name of the shareholder to whom it is issued, the number and class of
shares, and a statement regarding any restrictions on the transferability of
said shares. The certificate shall be signed by the President or a Vice
President and the Secretary of the corporation, which signatures may be in
facsimile if the certificates are to be countersigned by a transfer agent or
registered by a registrar, and the seal of the corporation shall be affixed
thereto. The certificates shall contain on the faces or backs such recitations
or references as are required by law.
Replacement of Certificates
No new certificates shall be issued until the former certificate of the
shares represented thereby shall have been surrendered to the Secretary of the
corporation and cancelled by the same, except in the case of lost or destroyed
certificates for which the Board of Directors may order new certificates to be
issued upon such terms, conditions, and guarantees as the Board may see fit to
impose, including the filing of sufficient indemnity.
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Transfer of Shares
Any shareholder may transfer or assign, for consideration or otherwise, any
of the shares of the corporation in which he may hold any ownership interest,
provided that said shareholder shall first give sixty (60) days written notice
of said transfer to all other shareholders of the corporation; and further
provided that upon tender of said notice, that any shareholder or combination of
shareholders shall have a right of refusal to purchase said shares, in whole or
in part, at a price equal to the agreed price between the shareholder and the
good-faith third party purchaser.
Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney, or legal representative, and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of, and to consent to, the bylaws of the corporation
to the same extent as if he had signed a written assent thereto.
ARTICLE SEVEN
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RECORDS AND REPORTS
Inspection of Books and Records
The corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, as determined by resolution of the
Board of Directors, a record of its shareholders giving the names and addresses
of all shareholders and the number and class of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding vote shares of the corporation
may (a) inspect and copy the records of the shareholders' names and addresses
and shareholdings during usual business hours on five day's prior written demand
on the corporation and (b) obtain on written demand a list of the shareholders'
names and addresses who are entitled to vote for the election of directors and
their shareholdings, as of the most recent record date for which this list has
been compiled as of a date specified by the shareholder after the date of
demand. This list shall be made available to any such shareholder on or before
the later of five (5) days after the demand is received. The record of
shareholders shall also be open to inspection on the written demand of any
shareholders at any time during usual business hours, for a purpose reasonably
related to the holder's interest as a shareholder or as a holder of a voting
trust certificate. Any inspection and copying under this Section 1 may be made
in person or by an agent or attorney of the shareholder or holder of a voting
trust certificate making the demand.
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Maintenance and Inspection of Bylaws
The corporation shall keep at its principal business office the original or
a copy of the bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.
Maintenance and Inspection of Other Corporate Records
The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places designated, at the
principal business office of the corporation. The minutes shall be kept either
in written form or in any other form capable of being converted into written
form. The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder at any reasonable time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as a holder of a voting trust certificate. The inspection may be
made in person or by an agent or attorney, and shall include the right to copy
and make extracts. These rights of inspection shall extend to the records of
each subsidiary corporation of the corporation.
Inspection By Directors
Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the corporation at each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.
Annual Report to Shareholders
The annual report to shareholders is expressly dispensed with, but nothing
herein shall be interpreted as prohibiting the Board of Directors from issuing
annual or other periodic reports to the shareholders of the corporation as they
consider appropriate.
Closing Stock Transfer Books
The Board of Directors may close the transfer books in their decision for a
period not exceeding fifty (50) days preceding any meeting, annual or special,
of the shareholders, or the day appointed for the payment of a dividend.
ARTICLE EIGHT
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AMENDMENT OF BYLAWS
The power to alter, amend, or repeal these bylaws is vested in the
Directors and may be accomplished by majority vote, subject to repeal or change
by action of the shareholders.
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