EXHIBIT 3.55
BYLAWS
OF
SOUTH TEXAS BROADCASTING, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of South Texas Broadcasting, Inc.
(the "Corporation") shall be such registered agent and office as shall from time
to tine be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").
1.02. The Corporation may also have offices at such other places both
within and without the State of Texas as the Board may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Texas, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.
2.02. An annual meeting of the Shareholders, commencing with the year
1994, shall be held at such date and time as shall be fixed from time to time by
the Board, at which they shall elect a Board, and transact such other business
as may properly be brought before the meeting.
2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any Shareholder at any time during usual
business hours. Such list shall be produced and kept open at the time and place
of the meeting during the whole time thereof, and shall be subject to the
inspection of any Shareholder who may be present.
2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote
at the meetings. Business transacted at all special meetings shall be confined
to the objects stated in the notice of the meeting.
2.05. 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 nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.
2.06. The holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
the Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session 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.
2.07. When a quorum is present at any meeting, the vote of the holders of
a majority of the shares of the Corporation having 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 any
applicable statute, the Charter, or these bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. 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.
2.08. Each outstanding share of the Corporation, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. 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 or by his or her duly authorized attorney-in-
fact, such writing bearing a date not more than eleven months prior to said
meeting, unless said instrument provides for a longer period. Such proxy shall
be filed with the Secretary of the Corporation prior to or at the time of the
meeting. Voting need not be by written ballot unless required by the Charter or
by vote of the Shareholders present at the meeting.
2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.
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2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any 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, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.
2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III
DIRECTORS
3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders
3.02. The initial Board shall be as stated in the Charter. Thereafter,
the number of directors which shall constitute the full Board shall be not
greater than three (3) nor less than two (2) or as determined from time to time
by resolution of the Board or by the Shareholders at the annual meeting or a
special meeting called for that purpose, but no decrease shall have the effect
of shortening the term of an incumbent director. Directors need not be
Shareholders or residents of the State of Texas. The directors shall be elected
at the annual meeting of the Shareholders, except as hereinafter provided, and
each director elected shall hold office until his or her successor shall be
elected and shall qualify.
3.03. At any meeting of Shareholders called expressly for such purpose,
any director or the entire Board may be removed, with or without cause, by vote
of the holders of a majority of the shares of the Corporation then entitled to
vote at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen 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 may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.
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3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.
3.05. At each election for directors, every Shareholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the number
of shares owned by such Shareholder for as many persons as there are directors
to be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.
Executive and Other Committees
3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.
Meetings of Directors
3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Texas.
3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.
3.09. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.
3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.
3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a
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majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically provided
by statute or by the Charter or by these bylaws. If a quorum shall not be
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting.
3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Compensation of Directors
3.14. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation there for
ARTICLE IV
NOTICES
4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.
4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.
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ARTICLE V
OFFICERS
5.01. The officers of the Corporation shall be elected by the directors
and shall include a President and a Secretary. The Board may also, at its
discretion, elect one or more Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held
by the same person.
5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a President, a Secretary, and such other officers,
including assistant officers, and agents as may be deemed necessary, none of
whom need be a member of the Board.
5.03. The Board may appoint such other officers and agents as it shall
deem necessary, who shall be appointed for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.
5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the
Corporation shall serve without remuneration.
5.05. Each officer of the Corporation shall hold office until his
successor is chosen and qualified in his stead or until his death or until his
resignation or removal from office. Any officer or agent elected or appointed
by the Board may be removed at any time by the Board, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board.
The President
5.09. The President shall be the chief executive officer of the
Corporation, shall have the general powers and duties of oversight, supervision
and management of the business and affairs of the Corporation and shall see that
all orders and resolutions of the Board are carried into effect. He shall be an
ex-officio member of all standing committees of the Board.
The Secretary and Assistant Secretaries
5.10. The Secretary shall attend all sessions of the Board 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 and shall perform like duties
for any committees when required. The Secretary 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
the President, under whose supervision the Secretary shall be.
5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
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Other Offices
5.12. Any Vice President elected by the Board shall have such powers and
perform such duties as the Board may from time to time prescribe or as the
President may from time to time delegate.
5.13. Any Treasurer elected by the Board shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements of the Corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board.
5.14. Any Treasurer elected by the Board shall disburse the funds of the
corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation, and
shall perform such other duties as the Board may prescribe or as the President
may from time to time delegate.
5.15. If required by the Board, any Treasurer elected by the Board shall
give the Corporation a bond in such form, in such sum, and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of the office of Treasurer and for the restoration to the
Corporation, in case of death, resignation, retirement, or removal from office,
of all books, papers, vouchers, money, and other property of whatever kind in
the Treasurer's possession or under the Treasurer's control belonging to the
Corporation.
5.16. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Texas. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by
a transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the
Corporation shall be authorized to issue more than one class of stock, there
shall be (1) set forth conspicuously upon the face or back of each
certificate a full statement of (a) all of
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the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and (b) if the Corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences of the shares of each series so far as the same have been
fixed and determined and the authority of the Board to fix and determine the
relative rights and preferences of subsequent series; or (2) stated
conspicuously on the face or back of the certificate that (a) such a statement
is set forth in the Charter on file in the office of the Secretary of State of
Texas and (b) the Corporation will furnish a copy of such statement to the
record holder of the certificate without charge upon request to the Corporation
at its principal place of business or registered office. Whenever the
Corporation by the Charter has limited or denied the preemptive rights of
Shareholders to acquire unissued or treasury shares of the Corporation, each
certificate (1) shall conspicuously set forth upon the face or back of such
certificate a full statement of the limitation or denial of preemptive rights
contained in the Charter, or (2) shall conspicuously state on the face or back
of the certificate that (a) such statement is set forth in the Charter on file
in the office of the Secretary of State of Texas and (b) the Corporation will
furnish a copy of such statement to the record holder of the certificate without
charge upon request to the Corporation at its principal place of business or
registered office. If any restriction on the transfer or the registration of the
transfer of shares shall be imposed or agreed to by the Corporation, as
permitted by law, each certificate representing shares so restricted (1) shall
conspicuously set forth a full or summary statement of the restriction on the
face of the certificate, or (2) shall set forth such statement on the back of
the certificate and conspicuously refer to the same on the face of the
certificate, or (3) shall conspicuously state on the face or back of the
certificate that such a restriction exists pursuant to a specified document and
(a) that the Corporation will furnish to the record holder of the certificate
without charge upon written request to the corporation at its principal place of
business or registered office a copy of the specified document, or (b) if such
document is one required or permitted to be and has been filed under the Texas
Business Corporation Act, that such document is on file in the office of the
Secretary of State of Texas and contains a full statement of such restriction.
Lost Certificates
6.02. The Board may direct a new certificate representing shares to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate, the Board, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form,
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Transfer of Shares
6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified in the Texas Business and Commerce Code, it shall
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be the duty of the Corporation or the transfer agent of the Corporation to
register the transfer as requested.
Registered Shareholders
6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.
ARTICLE VII
GENERAL PROVISIONS
Dividends
7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such purpose for a period of not
more than fifty days prior to the payment date of such dividend. In the absence
of any action by the Board, the date upon which the Board adopts the resolution
declaring such dividend shall be the record date.
Reserves
7.02. There may be created by resolution of the Board out of the surplus
of the Corporation such reserve or reserves as the directors from time to time,
in their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
Checks
7.03. 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 may from time to time designate.
Execution of Contracts, Deeds, Etc.
7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.
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Fiscal Year
7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.
Voting of Securities
7.06. Unless otherwise directed by the Board, the President shall have
full power and authority on behalf of the Corporation to attend, vote and act,
and to execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.
Indemnification
7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, including without
limitation, Texas Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, indemnify any person who was, is, or is
threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, including without
limitation, Art. 2.02-1 of the Texas Business corporation Act, as such Article
now exists or shall hereafter be amended, pay or reimburse on a current basis
the expenses incurred by any person described in subsection (a) of this Section
7.07 in connection with any such action, suit, or proceeding in advance of the
final disposition thereof, if the Corporation has received (i) a written
affirmation by the recipient of his good faith belief that he has met the
standard of conduct necessary for indemnification under the Texas Business
Corporation Act and (ii) a written undertaking by or on behalf of the director
to
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repay the amount paid or reimbursed if it is ultimately determined that he has
not satisfied such standard of conduct or if indemnification is prohibited by
law.
(c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting pursuant to Section A, Article 9.10 of
the Texas Business Corporation Act, and, in any case, within the 12-month period
immediately following the date of the indemnification or advance.
(d) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.
(e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the Charter, a resolution of Shareholders or
directors of the Corporation, an agreement or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. The rights provided in this Section 7.07 shall be deemed to be provided
by a contract between the Corporation and the individuals who serve in the
capacities described in subsection (a) hereof at any time while these bylaws are
in effect, and no repeal or modification of this Section 7.07 by the
Shareholders shall adversely affect any right of any person otherwise entitled
to indemnification by virtue of this Section 7.07 at the time of such repeal or
modification.
ARTICLE VIII
AMENDMENTS
8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:
(1) the Charter or statute reserves the power exclusively to the
Shareholders in whole or part; or
(2) the Shareholders in amending, repealing or adopting a particular
bylaw expressly provide that the Board may not amend or repeal such bylaw.
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8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.
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