Exhibit 3.105
BYLAWS OF
LAW ENFORCEMENT TELEVISION NETWORK, INC.
ss. ss. ss. ss. ss.
ARTICLE I
OFFICES
Section 1. Registered office and Agent. The registered office of the
corporation shall be 1303 Marsh Lane, Carrollton, Texas 75006. The name of its
registered agent at such address is Carl Westcott.
Section 2. other offices. The Corporation, in addition to its registered
office, may have offices and places of business at such places, both within and
without the State of Texas, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. An annual meeting of the shareholders shall be
held at such time as the Board of Directors may decide, at which meeting they
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, the Articles of
Incorporation, or these Bylaws, may be called by the Chairman of the Board, the
President, the Board of Directors, or the holders of not less than one-tenth in
number of all the shares entitled to vote at the meetings.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
such places, within or without the State of Texas, as may from time to time be
fixed by the Board of Directors or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 4. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order with the address of each and the number of shares held by
each, which list,
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for a period of ten days prior to the 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. The list also shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the entire time of the meeting.
Section 5. Notice of Meetings. Written or printed notice stating the
place, day, and hour of each meeting of the shareholders 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 fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the body, officer, or person calling the meeting, to each
shareholder of record entitled to vote at the meeting. A mailed notice shall be
deemed to be delivered when deposited in the United States mails addressed to
the shareholder at the shareholder's address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. Any notice of a
shareholders I meeting shall be placed in the minute book of the Corporation.
Section 6. Ouorum of Shareholders. The holders of a majority of the shares
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at each
meeting of shareholders for the transaction of business except as otherwise
provided by statute or the Articles of Incorporation. If, however, a 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 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 any adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares entitled to vote and present in
person or represented by proxy shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by statute, the Articles of
Incorporation, or these Bylaws, in which case the vote of the greater number
shall be requisite to constitute the act of the meeting. The shareholders
present or represented at a duly organized meeting and entitled to vote thereat
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 7. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except as and to
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the extent otherwise provided by statute or the Articles of Incorporation. At
any meeting of the shareholders every shareholder having the right to vote shall
be entitled to vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable or unless otherwise made irrevocable by law. Each proxy shall be
filed with the Secretary of the Corporation prior to or at the time of the
meeting. Any vote may be taken viva voce or by show of hands unless someone
entitled to vote objects, in which case written ballots shall be used.
Section 8. Action without Meeting. Any action required by statute to be
taken at a meeting of the shareholders, or any action that may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent, in
writing and setting forth the action taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof, and
this consent shall have the same force and effect as a unanimous vote of the
shareholders. Any signed consent, or a signed copy thereof, shall be placed in
the minute book of the Corporation.
Section 9. Telephone Meetings. Shareholders may participate in and hold a
meeting of shareholders 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 the meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Management of the Corporation. The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things that, by
statute, the Articles of Incorporation, or these Bylaws, are not directed or
required to be exercised or done by the shareholders.
Section 2. Number and Qualifications. The Board of Directors shall consist
of one or more directors. The number of directors shall be fixed from time to
time by resolution of the Board of Directors. The number of directors may be
increased or decreased from time to time by the Board of Directors, except that
no decrease shall have the effect of shortening the term of any
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incumbent director. Any directorship to be filled by reason of any increase in
the number of directors may be filled by election at any annual meeting or at a
special meeting of shareholders called for that purpose, or may be filled by the
Board of Directors for a term of office continuing only until the next election
of one or more directors by the shareholders, provided that the Board of
Directors may not fill more than two directorships during the period between any
two successive annual meetings of shareholders. Directors are not required to be
shareholders of the Corporation or residents of the State of Texas.
Section 3. Election and Term of office. At each annual meeting of
shareholders the shareholders shall elect directors to hold office until the
next succeeding annual meeting. At each election, the persons receiving the
greatest number of votes shall be the directors. Each director elected shall
hold office for the term for which he is elected and until his successor shall
have been elected and qualified or until his earlier death, resignation,
retirement, disqualification, or removal.
Section 4. Removal. Any director may be removed either with or without
cause at any special or annual meeting of shareholders, by the affirmative vote
of a majority in number of shares of the shareholders present in person or by
proxy at the meeting and entitled to vote for the election of the director if
notice of intention to act upon this matter shall have been given in the notice
calling the meeting.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by election at an annual or special meeting of shareholders called for
that purpose or by an affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 6. Place of Meetings. Meetings of the Board of Directors, annual,
regular, or special, may be held either within or without the State of Texas.
Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held for the purpose of organization and the transaction
of any other business, without notice immediately following the annual meeting
of shareholders, and at the same place, unless the time or place shall be
changed by unanimous consent of the directors then elected and serving.
Section 8. Regular Meetings. Regular meetings of the Board of Directors,
of which no notice shall be necessary, shall be held at such times and places as
may be f ixed from time to time by resolution adopted by the Board of Directors
and communicated to
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all directors. Except as otherwise provided by statute, the Articles of
Incorporation, or these Bylaws, any and all business may be transacted at
any regular meeting.
Section 9. Special meetings. Special meetings of the Board of Directors
may be called by the chairman of the Board, the President, or the Secretary on
twenty-four hours notice to each director, either personally, by mail, or by
telegram. Except as otherwise may be expressly provided by statute, the Articles
of Incorporation, or these Bylaws, neither the the business to be transacted at
nor the purpose of any meeting of the Board of Directors need be specified in
the notice or waiver of notice of the meeting.
Section 10. Quorum and manner of Acting. At all meetings of the Board of
Directors the presence of a majority of the number of directors fixed by these
Bylaws shall be necessary and sufficient to constitute a quorum for the
transaction of business except as otherwise provided by statute, the Articles of
Incorporation, or these Bylaws. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by statute, the
Articles of Incorporation, or these Bylaws, in which case the act of the greater
number shall be requisite to constitute the act of the Board of Directors. 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. At any adjourned
meeting any business may be transacted that might have been transacted at the
meeting as originally convened.
Section 11. Action without a Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if a consent, in writing and setting forth the action taken, is signed by all
members of the Board of Directors, and the consent shall have the same force and
effect as a unanimous vote at a meeting. Any signed consent, or a signed copy
thereof, shall be placed in the minute book of the Corporation.
Section 12. Directors' Compensation. The Board of Directors shall have
authority to determine, from time to time, the amount of compensation, if any,
that shall be paid to its members for their services as directors. The Board
also shall have the power, in its discretion, to provide for and to pay to
directors rendering services to the Corporation not ordinarily rendered by
directors special compensation appropriate to the value of their services, as
determined by the Board of Directors from time to time. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving
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compensation therefor.
Section 13. Procedure. The Board of Directors shall keep regular minutes
of its proceedings. The minutes shall be placed in the minute book of the
Corporation.
ARTICLE IV
NOTICES
Section 1. Manner of Giving Notice. Whenever, as provided by statute, the
Articles of Incorporation, or these Bylaws, notice is required to be given to
any director or shareholder and no provision is made as to how the notice shall
be given, the notice requirement shall not be construed to mean personal notice,
and notice may be given in writing by mail, postage prepaid, addressed to the
director or shareholder at his address as it appears on the records of the
Corporation or, in the case of a shareholder, the stock transfer books of the
Corporation. Any notice required or permitted to be given by mail shall be
deemed to be delivered at the time when the notice shall be deposited in the
United States mails as aforesaid.
Section 2. Waiver of Notice. Whenever any notice is required to be given
to any shareholder or director of the Corporation by statute, the Articles of
Incorporation, or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of notice.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors,
may designate two or more directors to constitute an Executive Committee, which
Executive Committee shall have and may exercise, upon delegation from the Board
of Directors, all the authority and powers of the Board of Directors to conduct
the business and affairs of the Corporation, even though the authority and
powers are herein provided or directed to be exercised by a designated officer
of the Corporation, provided that the foregoing shall not be construed as
authorizing action by the Executive Committee with respect to any action that by
statute, the Articles of Incorporation, or these Bylaws is required to be taken
by vote of a specified proportion of the number of directors fixed by these
Bylaws, or any other action required or specified by the Texas Business
Corporation Act, other applicable law, these Bylaws, or the Articles of
Incorporation to be taken by the Board of Directors. So far as practicable,
members of the Executive
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Committee shall be appointed by the Board of Directors at its first meeting
after each annual meeting of shareholders and, unless sooner discharged by the
affirmative vote of a majority of the entire Board of Directors, shall hold
office until their respective successors are appointed and qualified, or until
their earlier respective removals, deaths, resignations, retirements, or
disqualifications.
Section 2. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, shall be held at such times and places as may be
fixed from time to time by resolution adopted by the affirmative vote of a
majority of the entire Executive Committee and communicated to all the members
thereof. Special meetings of the Executive Committee may be called by the
Chairman of the Board, the President, or any member thereof at any time on
twenty-four hours notice to each member, either personally, by mail, or by
telegram. Except as otherwise may be expressly provided by statute, the Articles
of Incorporation, or these Bylaws, neither the business to be transacted at nor
the purpose of any meeting of the Executive Committee need be specified in the
notice or waiver of notice of the meeting. A majority of the Executive Committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be
the act of the Executive Committee.
Section 3. Records. The Executive Committee shall keep a record of its
acts and proceedings and shall report the same, from time to time, to the Board
of Directors. The Secretary of the Corporation, or, in his absence, an Assistant
Secretary, shall act as secretary of the Executive Committee or the Executive
Committee, in its discretion, may appoint its own secretary.
Section 4. Vacancies. Any vacancy in the Executive Committee may be filled
by the affirmative vote of a majority of the entire Board of Directors.
ARTICLE VI
OTHER COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Other Committees. The Board of Directors, by resolution adopted
by the affirmative vote of a majority of the entire Board of Directors, may
designate two or more directors to constitute another committee or committees
for any purpose. Any such other committee or committees, however, shall have and
may exercise only the power of recommending action to the Board of Directors and
the Executive Committee and of carrying out and implementing any instructions or
any policies, plans, and programs theretofore approved, authorized, and adopted
by the Board of Directors or the Executive Committee.
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ARTICLE VII
OFFICERS, EMPLOYEES, AND AGENTS: POWERS AND DUTIES
Section 1. Elected officers. The elected officers of the Corporation shall
be a Chairman of the Board (if the Board of Directors shall determine the
election of a Chairman of the Board to be appropriate), a President, one or more
vice Presidents as may be determined to be appropriate from time to time by the
Board (and, in the case of each Vice President, with such descriptive title, if
any, as the Board of Directors shall deem appropriate), a Secretary and a
Treasurer. The Chairman of the Board, if any, shall be a member of the Board of
Directors. No other elected off icer of the Corporation need be a member of the
Board of Directors.
Section 2. Election. So far as is practicable, all elected officers shall
be elected by the Board of Directors at its first meeting after each annual
meeting of shareholders.
Section 3. Appointive Officers. The Board of Directors also may appoint
one or more Assistant Secretaries and Assistant Treasurers, and such other
officers and assistant officers and agents (none of whom need be a member of the
Board of Directors) as it shall from time to time deem necessary, who will
exercise such powers and perform such duties as shall be set forth in these
Bylaws or determined from time to time by the Board of Directors or the
Executive Committee.
Section 4. Two or More Offices. Any two or more offices may be held by the
same person.
Section 5. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board of Directors or the
Executive Committee. The Board of Directors or the Executive Committee may from
time to time delegate to the President the authority to fix the compensation of
any or all the other officers of the Corporation.
Section 6. Term of Office; Removal; Filling of Vacancies. Each elected
officer of the Corporation shall hold office until his successor is chosen and
qualified in his stead, or until his earlier death, resignation, retirement,
disqualification, or removal from office. Each appointive officer shall hold
office at the pleasure of the Board of Directors without the necessity of
periodic reappointment. Any officer or agent elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so
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removed. Election or appointment of an officer or agent will not of itself
create contract rights. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.
Section 7. Chairman of the Board. The Chairman of the Board, if a person
is elected to this office by the Board of Directors, shall be the chief
executive officer of the Corporation and shall preside when present at all
meetings of the shareholders and of the Board of Directors. He shall have
general authority to execute bonds, deeds, and contracts in the name of the
Corporation and to affix the corporate seal thereto; to sign stock certificates;
to cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require and to fix their
compensation, subject to the provisions of these Bylaws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority that shall have elected or
appointed him any officer subordinate to the Chairman of the Board; and, in
general, to exercise all powers usually appertaining to the office of the chief
executive officer of a corporation, except as otherwise provided by statute, the
Articles of Incorporation, or these Bylaws. He shall advise, counsel, and direct
the President and other officers of the Corporation, and shall exercise such
powers and perform such duties as shall be assigned to or required of him from
time to time by the Board of Directors or the Executive committee.
Section 8. President. The President shall be the chief operating officer
of the Corporation and, subject to the provisions of these Bylaws, shall have
general and active control of the day to day affairs of the Corporation. If the
Board of Directors has not elected a person to the office of Chairman of the
Board, the President also shall be the chief executive officer of the
Corporation and exercise all the powers and discharge all the duties of the
Chairman of the Board. As between the Corporation and third parties, any action
taken by the President in the performance of the duties of the Chairman of the
Board shall be conclusive evidence that there is no Chairman of the Board. In
the absence of the Chairman of the Board, or if a Chairman of the Board shall
not have been elected or be serving, the President shall preside when present at
meetings of the shareholders and the Board of Directors. In the absence or
disability of the President, his duties shall be performed and his powers may be
exercised by the Vice Presidents, if any, in order of their seniority, unless
otherwise determined by the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee.
Section 9. Vice Presidents. Each Vice President, if any, shall have such
titles as may be prescribed by the Board of
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Directors, and generally shall assist the President and have such powers and
perform such duties and services as from time to time shall be prescribed or
delegated to him by the President, the Board of Directors, or the Executive
Committee.
Section 10. Treasurer. The Treasurer shall have the care and custody of
all monies, funds, and securities of the Corporation; shall deposit or cause to
be deposited all corporate funds in and with such depositories as the Board of
Directors or the Executive Committee shall from time to time direct or as shall
be selected in accordance with a procedure established by the Board of Directors
or the Executive Committee; shall advise upon all terms of credit granted by the
Corporation; and shall be responsible for the collection of all its accounts and
shall cause to be kept full and accurate accounts of all receipts and
disbursements of the Corporation. The Treasurer shall have the power to endorse
for deposit, collection, or otherwise all checks, drafts, notes, bills of
exchange, or other commercial papers payable to the Corporation, and to give
proper receipts or discharges for all payments to the Corporation. The Treasurer
generally shall perform all the duties usually appertaining to the office of
treasurer of a corporation. In the absence or disability of the Treasurer his
duties shall be performed and his powers may be exercised by the Assistant
Treasurers, if any, in the order of their seniority, unless otherwise determined
by the Treasurer, the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee. If required by the Board of Directors,
the Treasurer and any Assistant Treasurers 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 of Directors for the faithful performance of the
duties of their offices.
Section 11. Assistant Treasurers. Each Assistant Treasurer, if any,
generally shall assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Treasurer, the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee.
Section 12. Secretary. The Secretary shall see that notice is given of all
meetings of the shareholders and special meetings of the Board of Directors and
shall keep and attest true records of all proceedings at all meetings of the
shareholders and the Board of Directors. The Secretary shall have charge of the
corporate seal and have authority to attest any and all instruments or writings
to which the same may be affixed. The Secretary shall keep and account for all
books, documents, papers, and records of the Corporation except those for which
some other officer or agent is properly accountable. The Secretary shall have
authority to sign stock certificates and generally shall perform all the duties
usually appertaining to the office of secretary of a corporation.
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In the absence or disability of the Secretary, his duties shall be performed and
his powers may be exercised by the Assistant Secretaries, if any, in the order
of their seniority, unless otherwise determined by the Secretary, the Chairman
of the Board, the President, the Board of Directors, or the Executive Committee.
Section 13. Assistant Secretaries. Each Assistant Secretary, if any,
generally shall assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Secretary, the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee.
Section 14. Additional Powers and Duties. In addition to the foregoing
specifically enumerated duties, services, and powers, the several elected and
appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation, or these Bylaws, or as the Board of Directors or the
Executive Committee may from time to time determine, or as may be assigned to
them by any competent superior officer.
ARTICLE VIII
STOCK AND TRANSFER OF STOCK
Section 1. Certificates Representing Shares. Certificates in such form as
may be determined by the Board of Directors and as shall conform to the
requirements of the statutes, the Articles of Incorporation, and these Bylaws
shall be delivered representing all shares to which shareholders are entitled.
The certif icates shall be numbered consecutively and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face thereof that the Corporation is organized under the laws of Texas, the
holder's name, the number and class of shares that the certificate represents,
the par value of the shares or a statement that the shares are without par
value, and such other matters as may be required by law. Each certificate shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary, and may be sealed with the seal of the Corporation or a facsimile
thereof. If any certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation or an employee of
the Corporation, the signature of the Corporation's officer may be facsimile.
Section 2. Lost Certificates. The Board of Directors, the Executive
Committee, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in its or his
discretion, may direct a new certificate or certificates representing shares to
be issued in
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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 or certificates to be lost,
stolen, or destroyed. When authorizing the issuance of a new certificate or
certificates, the Board of Directors, the Executive Committee, the President, or
such other officer or officers, in its or his or their discretion and as a
condition precedent to the issuance thereof, may require the owner of the
alleged lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it or he shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it or he may direct as indemnity against any claim that
may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen, or destroyed.
Section 3. Transfers of Shares. Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, with all required stock transfer tax stamps affixed thereto and
canceled or accompanied by sufficient funds to pay these taxes, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.
Section 4. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock 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 or shares on the part of any other person,
regardless of whether it shall have express or other notice thereof, except as
otherwise provided by law.
Section 5. Preemptive Rights. No shareholder or other person shall have
any preemptive rights whatsoever.
ARTICLE IX
MISCELLANEOUS
Section 1. Dividends. Dividends upon the outstanding shares of the
Corporation, except as provided by statute and the Articles of Incorporation,
may be declared by the Board of Directors at any annual, regular, or special
meeting. Dividends may be declared and paid in cash, in property, in shares of
the corporation, or in any combination thereof. The declaration and payment of
dividends
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shall be at the discretion of the Board of Directors.
Section 2. Reserves. The Board of Directors, from time to time by
resolution, may create out of the earned surplus of the Corporation such reserve
or reserves as the directors in their discretion think proper to provide for
contingencies, to equalize dividends, 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 this reserve in the
manner in which it was created.
Section 3. Signature of Negotiable Instruments. All bills, notes, checks,
or other instruments for the payment of money shall be signed or countersigned
by such officer, officers, agent, or agents and in such manner as are permitted
by these Bylaws or in such manner as, from time to time, may be prescribed by
resolution, whether general or special, of the Board of Directors or the
Executive Committee.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors from time to time.
Section 5. Seal. The Corporation's seal shall be in such form as shall be
adopted and approved from time to time by the Board of Directors. The seal may
be used by causing it, or a facsimile thereof, to be impressed, affixed,
imprinted, or in any manner reproduced.
Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books of the Corporation shall be closed for a stated period not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, the books shall be closed at least ten days immediately
preceding the meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for the determination of
shareholders, the date in any case to be not more than fifty days and, in case
of a meeting of shareholders, not less than ten days prior to the date on which
the particular action requiring the determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or of shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring the dividend is adopted, as
the case may
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be, shall be the record date for the determination of shareholders. when a
determination of shareholders entitled to vote at any meeting has been made as
provided in this Section, the determination shall apply to any adjournment
thereof except when the determination has been made through the closing of stock
transfer books and the stated period of closing has expired.
Section 7. Surety Bon s. Such officers and agents of the corporation, if
any, as the Chairman of the Board or the Board of Directors may direct, from
time to time, shall be bonded for the faithful performance of their duties and
for the restoration to the corporation, in case of their death, resignation,
retirement, disqualification, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in their possession or
under their control belonging to the Corporation, in such amounts and by such
surety companies as the Chairman of the Board, the Board of Directors, or the
Executive Committee may determine. The premiums on the bonds shall be paid by
the Corporation, and the bonds so furnished shall be in the custody of the
Secretary.
ARTICLE X
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered, amended, or repealed,
or new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, provided notice of the proposed alteration, amendment,
repeal, or adoption is contained in the notice of the meeting.
I, Margaret C. Shouse, hereby certify that I am the duly elected and
qualified Secretary of Law Enforcement Television Network, Inc., and that the
foregoing is a true and correct copy of the Bylaws of Law Enforcement Television
Network, Inc., adopted at the organizational meeting of the Board of Directors
of the Corporation held on the day of December, 1988.
IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary as of
this day of December, 1988.
Margaret C. Shouse, Secretary
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