EXHIBIT 4.3(b)
VIACOM INTERNATIONAL INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of stockholders may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. The annual meeting of
stockholders may be held at such place, within or without the State of Delaware,
as shall be designated by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of stockholders for the purpose of electing
directors and for the transaction of such other business as may properly come
before the meeting shall be held at such date and hour as shall be determined by
the board of directors or, in the absence of such determination, on the third
Thursday of the ninth month after the month end most nearly coinciding with the
close of the fiscal year of the Corporation.
Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.
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Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept open at the time and place where the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Restated Certificate
of Incorporation, may be called by the affirmative vote of a majority of the
board of directors, the Chairman of the Board, the Vice Chairman of the Board or
the President and shall be called by the Chairman of the Board, the Vice
Chairman of the Board, the President or Secretary at the request in writing of
the holders of record of at least 50.1% of the aggregate voting power of all
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors, acting together as a single class. Such
request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose and purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
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Section 8. The holders of a majority of the aggregate voting power of the
shares of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the Restated Certificate of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the 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 such adjourned meeting 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. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the aggregate voting power of the shares of the capital stock
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 applicable law or of the Restated Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 10. At every meeting of the stockholders, each stockholder shall be
entitled to vote, in person or by proxy executed in writing by the stockholder
or his duly authorized attorney-in-fact, each share of the capital stock having
voting power held by such stockholder in accordance with the provisions of the
Restated Certificate of Incorporation and, if applicable, the certificate of
designations relating thereto, but no proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.
Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by stockholders representing
not less than the minimum number of votes that would be necessary to authorize
or take such actions at a meeting at which all shares entitled to vote thereon
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were present and voted. Prompt notice of the taking of such action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. The Secretary shall file such
consents with the minutes of the meetings of the stockholders.
Section 12. At all meetings of stockholders, the chairman of the meeting
shall have absolute authority over matters of procedure, and there shall be no
appeal from the ruling of the chairman.
Section 13. Attendance of a stockholder, in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where the
stockholder, in person or by proxy, attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the entire Board
of Directors shall be fixed from time to time by resolution of the Board of
Directors but shall not be less than three nor more than twelve. Directors shall
have such qualifications as may be prescribed by these by-laws. Directors need
not be stockholders. Each director shall be a citizen of the United States of
America.
Section 2. Subject to the rights of the holders of any series of Preferred
Stock or any other class of capital stock of the Corporation then outstanding
(other than the Common Stock), vacancies in the board of directors for any
reason, including by reason of an increase in the authorized number of
directors, shall, if occurring prior to the expiration of the term of office in
which the vacancy occurs, be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual meeting of
stockholders of the Corporation or until their successors are duly elected and
shall qualify, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.
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Section 3. The property and business of the Corporation shall be controlled
and managed by its board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the Corporation, or any committees
thereof, may hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. A regular annual meeting of the board of directors,
including newly elected directors, shall be held immediately after each annual
meeting of stockholders at the place of such stockholders' meeting, and no
notice of such meeting to the directors shall be necessary in order legally to
constitute the meeting, provided a quorum shall be present. If such meeting is
held at any other time or place, notice thereof must be given or waived as
hereinafter provided for special meetings of the board of directors.
Section 6. Additional regular meetings of the board of directors shall be
held on such dates and at such times and at such places as shall from time to
time be determined by the board of directors.
Section 7. The Chairman of the Board, Vice Chairman of the Board or the
President of the Corporation and the Secretary may call a special meeting of the
board of directors at any time by giving notice, specifying the business to be
transacted and the purpose or purposes of the meeting, to each member of the
board at least twenty-four (24) hours before the time appointed.
Section 8. At all meetings of the board a majority of the full board of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute, the Restated Certificate of Incorporation or
these by-laws. If a quorum shall not be present at any
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meeting of the board 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.
Section 9. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing, setting forth the action so taken, and the writing or
writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the Restated Certificate of
Incorporation or these by-laws, members of the board of directors, or any
committee thereof, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each other,
an such participation in a meeting shall constitute presence in person at the
meeting.
COMMITTEES OF DIRECTORS
Section 11. Designation of Committees. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
Section 12. Vacancies. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
Section 13. Powers. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors to the extent provided by Section 141(c)
of the General Corporation Law of the State of Delaware as it exists now or may
hereafter be amended.
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Section 14. Each committee of the board of directors shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 15. Unless otherwise restricted by the Restated Certificate of
Incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. All directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors, and directors
who are not full-time employees of the Corporation may be paid a fixed sum for
attendance at each meeting of the board of directors and/or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation and expenses
for attending committee meetings.
REMOVAL OF DIRECTORS
Section 16. Subject to the rights of the holders of any series of Preferred
Stock or any other class of capital stock of the Corporation (other than the
Common Stock) then outstanding, (a) any director, or the entire board of
directors, may be removed from office at any time prior to the expiration of his
term of office, with or without cause, only by the affirmative vote of the
holders of record of outstanding shares representing at least a majority of all
of the aggregate voting power of outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class at a special meeting of stockholders called expressly
for that purpose; provided that any director may be removed from office by the
affirmative vote of a majority of the entire board of directors, at any time
prior to the expiration of his term of office, as provided by law, in the event
a director fails to meet the qualifications stated in these by-laws for election
as a director or in the event such director is in breach of any agreement
between such director and the Corporation relating to such director's service as
a director or employee of the Corporation.
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INDEMNIFICATION OF DIRECTORS
Section 17. The Corporation shall have the right to indemnify directors,
officers and agents of the Corporation to the fullest extent permitted by the
General Corporation Law of Delaware and by the Restated Certificate of
Incorporation, as both may be amended from time to time.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of applicable law or of the
Restated Certificate of Incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall be construed to mean written
or printed notice given either personally or by mail or wire addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage or other charges thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail or at the appropriate office for transmission by wire. Notice
to directors may also be given by telephone.
Section 2. Whenever any notice is required to be given under the provisions
of applicable law or of the Restated Certificate of Incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 3. Attendance at a meeting shall constitute a waiver of notice
except where a director or shareholder attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 4. Neither the business to be transacted at, nor the purpose of,
any regular meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
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ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be elected by the board of
directors at its first meeting after each annual meeting of the stockholders and
shall be a President, a Treasurer and a Secretary. The board of directors may
also elect a Chairman of the Board, one or more Vice Chairmen of the Board and
Vice Presidents and one or more Assistant Treasurers and Assistant Secretaries.
Any number of offices may be held by the same person, except that the offices of
President and Secretary shall not be held by the same person. Vice Presidents
may be given distinctive designations such as Executive Vice President or Senior
Vice President. Every officer shall be a citizen of the United States of
America.
Section 2. The board of directors may elect such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board of directors.
Section 3. The officers of the Corporation shall hold office until their
successors are elected or appointed and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time with or without cause by the affirmative
vote of a majority of the whole board of directors. Any vacancy occurring in any
office of the Corporation shall be filled by the board of directors.
CHAIRMAN OF THE BOARD
Section 4. The Chairman of the Board, if any shall be elected, shall
preside at all meetings of the board of directors and the stockholders and shall
have such other powers and perform such other duties as may from time to time be
assigned to him by the board of directors.
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VICE CHAIRMAN OF THE BOARD
Section 5. The Vice Chairman of the Board, if any shall be elected, or if
there be more than one, the Vice Chairmen of the Board in order of their
election, shall, in the absence of the Chairman of the Board, or in the case the
Chairman of the Board shall resign, retire, become deceased or otherwise cease
or be unable to act, perform the duties and exercise the powers of the Chairman
of the Board. In addition, the Vice Chairman of the Board shall have such other
powers and perform such other duties as may from time to time be assigned to him
by the board of directors.
THE PRESIDENT
Section 6. The President shall serve as the chief executive officer of the
Corporation and shall, subject to the direction of the board of directors, have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect. In the event that no Chairman of the Board or Vice Chairman of the Board
has been elected or in the absence of the Chairman of the Board, or in the case
they both shall resign, retire, become deceased or otherwise cease or be unable
to act, the President shall also perform the duties and exercise the powers of
the Chairman of the Board.
THE VICE-PRESIDENTS
Section 7. The Vice-Presidents shall have such powers and perform such
duties as may from time to time be assigned to them by the board of directors or
the President.
THE SECRETARY AND ASSISTANT SECRETARY
Section 8. The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
of the board of directors when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
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directors, and shall perform such other duties as may be prescribed by the board
of directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The board of directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.
Section 9. The Assistant Secretary, if any shall be elected, or if there be
more than one, the Assistant Secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall have such other powers and perform such other duties as may
from time to time be assigned to them by the board of directors or the
President.
THE TREASURER AND ASSISTANT TREASURERS
Section 10. The Treasurer, under the supervision of the President, shall
have charge of the corporate funds and securities and shall keep or cause to be
kept full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by or at the direction of the board of directors.
Section 11. The Treasurer shall disburse or cause to be disbursed the funds
of the Corporation as may be ordered by or at the direction of the President or
the board of directors, taking proper vouchers for such disbursements, and
subject to the supervision of the President, shall render to the board of
directors, when they or either of them so require, an account of his
transactions as Treasurer and of the financial condition of the Corporation.
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Section 12. If required by the board of directors, the Treasurer shall give
the Corporation a bond 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 his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 13. The Assistant Treasurer, if any shall be elected, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall have such other powers and perform such other duties as may
from time to time be assigned to them by the board of directors.
Section 14. In addition to the corporate officers elected by the board of
directors pursuant to this Article V, the President may, from time to time,
appoint one or more other persons as appointed officers who shall not be deemed
to be corporate officers, but may, respectively, be designated with such titles
as the President may deem appropriate. The President may prescribe the powers to
be exercised and the duties to be performed by each such appointed officer, may
designate the term for which each such appointment is made, and may, from time
to time, terminate any or all of such appointments. Such appointments and
termination of appointments shall be reported to the board of directors.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of shares of capital stock in the Corporation shall
be entitled to have a certificate sealed with the seal of the Corporation and
signed by, or in the name of the Corporation by, the Chairman of the Board, Vice
Chairman of the Board or the President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
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participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of stock, provided that, except as otherwise provided in Section 202 of
the General Corporation Law of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of capital stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum 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, stolen or destroyed.
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TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meetings, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered in its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and 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, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of any statute, the Restated Certificate of
Incorporation and these by-laws.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
preparing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
CHECKS
Section 4. All checks or demands for money of the Corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.
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FISCAL YEAR
Section 5. The fiscal year of the Corporation shall be as specified by the
board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
CONTRACTS
Section 7. An officer of the Corporation may sign any note, bond, or
mortgage of the Corporation in furtherance of the Corporation's ordinary
business and in order to implement any action authorized by these by-laws.
ARTICLE VIII
AMENDMENTS
In furtherance of and not in limitation of the powers conferred by statute,
the board of directors of the Corporation from time to time may make, amend,
alter, change or repeal the by-laws of the Corporation; provided that any
by-laws made, amended, altered, changed or repealed by the board of directors or
the stockholders of the Corporation may be made, by the stockholders of the
Corporation. Notwithstanding any other provisions of the Restated Certificate of
Incorporation or these by-laws (and notwithstanding the fact that a lesser
percentage may be specified by law, the Restated Certificate of Incorporation or
these by-laws), the affirmative vote of not less than a majority of the
aggregate voting power of all outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, shall be required for the stockholders of the
Corporation to amend, alter, change, repeal or adopt any by-laws of the
Corporation.