Exhibit 3.87
BY-LAWS
OF
AMERICAN HEAT VIDEO PRODUCTIONS, INC.
ARTICLE I
Offices
The principal office of the corporation in the State of Missouri shall be
located in St. Louis County , Missouri. The corporation may have such other
offices, either within or without the State of Missouri, as the business of the
corporation may require from time to time.
The registered office of the corporation required by The General and
Business Corporation Law of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
Shareholders
Section 1. Annual Meeting: The annual meeting of the shareholders shall be
held at the our or l0:00 am on the first Saturday in may in each year, beginning
with the year for the purpose of electing directors and for the transaction of
such other business as may cane before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings: Special meeting of the shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation.
Section 3. Place of Meeting: The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors.The shareholders may designate any
place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice Of any
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Missouri, except as otherwise provided in Section 5 of this article.
Section 4. Notice of Meetings: Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty (5O) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope addressed to the
shareholder at his address as it appears an the records of the corporation, with
postage thereon prepaid.
Section 5. Meeting of All Shareholders: If all of the share holders shall
meet at any time and place, either within or without the State of Missouri, and
consent to the holding of a meeting, such meeting shall be valid, without call
or notice, and at such meeting any corporate action may be taken.
Section 6. Closing of Transfer Books or Fixing of Record Date: The Board
of Directors of the corporation may close its stock transfer books for a period
not exceeding fifty (5O) days preceding the date of any meeting of shareholders,
or the date for the payment of any dividend or for the allotment of rights, or
the date when any change or conversion or exchange of shares shall be effective;
or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of shareholders, or to the date for the
payment of any dividend or for the allotment of rights, or to the date when any
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change or reconversion or exchange of shares shall be effective, as the record
date for the determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any such change, conversion or exchange of shares; and the shareholders of
record on such date of closing the transfer books, or on the record date so
fixed, shall be the shareholders entitled to notice of and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be. If the Board of
Directors shall not have closed the transfer books or set a record date for the
determination of ,its shareholders entitled to notice of, and to vote at, a
meeting of shareholders, only the shareholders who are shareholders of record at
the close of business on the 20th day preceding the date of the meeting shall be
entitled to notice of, and to vote at, the meeting, and any adjournment of the
meeting;except that, if prior to the meeting written waivers of notice of the
meeting are signed and delivered to the corporation by all Of the shareholders
of record at the time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall be entitled to
vote at the meeting, and any adjournment of the meeting.
Section 7. Voting Lists: At least ten days before each meeting of
shareholders, the officer or agent having charge of the transfer book for shares
of the corporation shall make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of, and
the number of shares held by, each shareholder, which 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 also be produced and kept open
at the tine and place of the meeting and shall be Subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this state, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of shareholders.
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Section 8. Quorum: A majority of the outstanding shares of the
corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, fr=,time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting.
Section 9. Proxies: At all meetings of shareholders, a shareholder may
vote by proxy excecuted in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 10. Voting of Shares: Subject to the provisions of Section 12,
each outstanding share of capital stock having voting rights shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.
Section 11. Voting of Shares by Certain Holders: Shares standing in the
name or another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, curator, or trustee may be voted by such fiduciary, either
in person or by proxy, but no guardian, curator, or trustee shall be entitled,
as such fiduciary, to vote shares held by him without a transfer of such shares
into his name.
Shares Standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
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A shareholder whose shares are pledged shall be entitled to vote shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to-vote the shares so transferred.
RESOLVED, That ARTICLE II, Section 12 of the By-Laws Of the corporation
is hereby deleted in its entirety, and the following ARTICLE II, section
12 is hereby inserted in its place:
Section 12. Cumulative Voting. Shareholders shall have no cumulative
voting rights with respect to the election of directors. Each shareholder shall
have the right to vote, in person or by proxy, by casting one vote for each
share of stock owned by him or her entitled to vote on such an issue.
ARTICLE III
Directors
Section 1. General Powers: The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Election and Term: The number of directors of the
corporation shall be three, each of whom shall be elected at the first annual
meeting of the shareholders, and annually thereafter, for a term of one year,
and each of whom shall hold office until his successor has been elected and has
qualified.
Section 3. Regular Meetings: A regular meeting of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Missouri, for the holding of @tional regular meetings with notice of
such resolution to all directors.
Section 4. Special Meetings: Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place in the United States, either within or without the State of
Missouri, as the place for holding any special meeting of the
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Board of Directors called by them.
Section 5. Notice: Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram provided, however, that if
the designated meeting place is outside the State of Missouri, an additional
five days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid. If notice be given by telegram such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting,except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of,any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.
Section 6. Quorum: A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided, that if less than a majority of the directors are present at said
meeting, majority of the directors present may adjourn the meeting from time to
time without further notice.
Section 7. Manner of Acting: The act of the majority of the directors
present at a meeting of the directors at which a quorum is present shall be the
act of the Board of Directors.
Section 8. Vacancies: In case of the death or resignation or
disqualification or one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the shareholders. A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the shareholders.
Section 9. Compensation: Directors as such shall not receive any stated
salaries for their services, but by resolution of the
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Board of Directors, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors; provided, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
Officers
Section 1. Number: The officers of the corporation shall be a President,
one or more Vice-Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer, a Secretary and such other officers as may be elected
in accordance with the provisions of this article. The President shall be chosen
from the members of the Board of Directors. The remaining officers of the
corporation need not be chosen from the members of the Board, but they may be so
chosen. The Board of re assistant Directors, by resolution, may create the
offices of one or more assistant Treasurers and assistant Secretaries, all of
whom shall be elected by the Board of Directors. Any two or more offices may be
held by the same person.
All officers and agents of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the property and affairs of the corporation as may.be provided in the
Bv-Laws, or, in the absence of such provision, as may be determined by
resolution of the Board of Directors.
Section 2. Election and Term of Office: The officers of corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the hereinafter provided.
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Section 3. Removal: Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in it's judgement
the best interests of the corporation would be saved thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies: A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive
officer of e corporation and shall in general supervise and control all of the
business and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign,with the Secretary or
Treasurer or any other proner officer thereunto authorized by the Board of
Directors, certificates for shares of the corporation,any deeds
mortgages,bonds,contracts, or other instruments which the Board of Directors
have authorized to be excecuted, except in, cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such other duties as may be
prescribed,by the Board of Directors from time to time.
Section 6. The Vice-Presidents: In the absence of the President or in the
event of his inabiiity or refusal to act, the Vice-President the event there be
more than one Vice-President, the Vice-Presidents in the order of their
election) shall perform the duties of the President, and when so acting,shalL
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation; and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 7. The Treasurer: If required by the Board of Directors, the
Treasurer shall give a bond for the faithful
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discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine. He shall: (a) have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordarce
with the provisions of Article V of those By-Laws; (b) in General perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
Section 8. The Secretary: The Secretary shall: (a) keep the minutes of the
shareholders' and or the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law;(c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of,which an behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice-President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
corporation; (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
Section 9. Assistant Treasurers and Assistant Secretaries: The assist
treasurers shall respectively, If required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. Assistant Secretaries and Treasurers,
as thereunto authorized by the Board of Directors, may sign with the President
or a Vice-President certificates for shares of the corporation, the issue of
which shall have been authorized by a resolution of the Board of Directors. The
assistant Treasurers
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and assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
President or the Board of Directors.
Section 10. Salaries: The salaries of the officers shall be fixed from
time to time 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 V
Contracts, Loans, Checks and Deposits
Section 1. Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, etc.: All checks, drafts or other orders for
the payment or money, notes or other evidences of indebtness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
Certificates for Shares and Their Transfer
Section l. Certificates for Shares: Certificates
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representing shares of tie corporation shall be in such form as may be
determined by the Board of Directors. Such certificates shall be signed by the
President or Vice-president and by the Secretary, Treasurer or an Assistant
Secretary or Treasurer, and shall be sealed with the seal of the corporation.
All Certificates for shares shall be consecutively numbered. The name of the
person owing the shares represented thereby with the number of shares and date
of issue shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
Section 2. Transfers of Shares: Transfers of shares of the corporation
snail be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall begin on the first day of in each
year and end on the last day of in each year.
ARTICLE VIII
Dividends
The Board of Directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
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ARTICLE IX
Seal
The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
corporation and the words, "Corporate Seal, Missouri."
ARTICLE X
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions
of,these By-Laws or under the provisions of the Articles of Incorporation or
under the provisions of The General and Business Corporation Act of
Missouri,waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS AGAINST
LIABILITIES AND EXPENSES IN ACTIONS
Each director or officer, or former director or officer of this
corporation, and his legal representative's, shall be indemnified by this
corporation against liabilities, expenses, counsel fees and costs reasonably
incurred by him or his estate in connection with, or arising out of, any action,
suit, proceeding or claim in which he is made a part, by reason of his being, or
having been, such director or officer; and any person who, at the request of
this corporation, served as director or officer of another corporation in which
such corporation owned corporate stock,and his legal representatives,shall in
like manner be indemnified by the corporation so requesting him to serve;
provided that in neither case shall the corporation indemnify,such director or
officer with respect to any matters as to which he shall be finally adjudged in
any such action, suit or proceeding to have been liable for negligence or
misconduct in the performance of his duties as such director or officer. The
indemnification herein provided for, however shall apply also in
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respect of any amount paid in compromise of any such action, suit, proceeding or
claim asserted against such director or officer (including expenses, counsel
fees and costs reasonably incurred in connection therewith), provided the Board
of Directors of the corporation shall have first at roved such proposed
compromise settlement and determined that the director or officer involved was
not guilty of negligence or misconduct; but in taking such action any director
involved shall not be qualified to vote thereon, and if for this reason a quorum
of the board cannot be obtained to vote on such matter it shall be determined by
a committee of three persons appointed by the shareholders at a duly called
special meeting or at a regular meeting. In determining whether or not a
director or officer was guilty of negligence or misconduct in relation to any
such matters, the Board of Directors or committee appointed by shareholders, as
the case shall be, may rely conclusively upon an opinion of independent legal
counsel selected by such board or committee. Any compromise settlement authored
herein shall not be effective until submitted to and approved by a Court of
competent jurisdiction. The right to indemnification herein provided shall not
be exclusive of any other rights to which such director or officer may be
lawfully entitled.
ARTICLE XII
Amendments
These By-Laws may be altered, amended or repealed and new By-Laws
may be adopted at any annual meeting of the shareholders or at any special
meeting of the shareholders called for that purpose. The Board of Directors may
adopt emergency by-laws as provided by law.
Adopted on
Attest:
____________________
Chairman
_____________________
Secretary
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