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Exhibit 3.123
BY-LAWS
OF
TICKETMASTER CORPORATION
ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the fourth (4th) Thursday of April of each year commencing 1985 for
the purpose of electing directors and for the transaction of such other business
as may come 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.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called either by the chairman of the board, the president, the board of
directors or by the holders of not less than one-fifth of all the outstanding
shares of the corporation, for the purpose or purposes stated in the call of the
meeting.
SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at 208 South LaSalle
Street, Chicago, Illinois.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date,
and hour of the meeting, and in the 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 forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, 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, addressed to the shareholder at his address as it appears on the
records of the corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment
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thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend, or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of shares or for the purpose of any other lawful action, the board of
directors of the corporation may fix in advance a record date which shall not be
more than sixty days and, for a meeting of shareholders, not less than ten days,
or in the case of a merger or consolidation not less than twenty days, before
the date of such meeting. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the date on which notice of the meeting is mailed, and the
record date for the determination of shareholders for any other purpose shall be
the date on which the board of directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.
SECTION 6. VOTING LISTS. The officer or agent having charge of the
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 such meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the 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 open to inspection
by any shareholder for any purpose germane to the meeting, at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and may be inspected by any shareholder during the
whole time of the meeting. The original share ledger of 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 or shareholders.
SECTION 7. QUORUM. The holders of a majority of the outstanding shares
of the corporation, present in person or represented by proxy, shall constitute
a quorum at any meeting of 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 at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by Illinois law,
the articles of incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.
SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
SECTION 9. VOTING OF SHARES. Each outstanding share of the corporation
shall, with respect to each matter submitted to vote at a meeting of
shareholders, be entitled to such voting rights as are permitted or required by
the articles of incorporation and Illinois law.
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SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of 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, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian, or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian, or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.
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.
A shareholder whose shares are pledged shall be entitled to vote such
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.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their share, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as are the books and
records of the corporation, and shall be subject to examination by any holder of
a beneficial interest in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Shares of its own stock belonging to this corporation shall not be
voted, direct or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
SECTION 11. CUMULATIVE VOTING. There shall be no cumulative voting.
SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall appoint one or more
persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and
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report the results; and do such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof or,
after July 1, 1984, by the minimum number of shareholders entitled to vote with
respect to the subject matter thereof, provided, in the case of less than
unanimous consent, that five (5) days prior notice of the proposed action is
given in writing to all shareholders entitled to vote with respect thereto and
prompt notice of the taking of an action without a meeting is given to all
non-consenting shareholders. The written consent of each shareholder shall
constitute a waiver of notice of such action taken without a meeting of the
shareholders.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any election
may be by voice unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the corporation shall be
managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be five. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. Directors need not be residents of Illinois or shareholders of
the corporation. The number of directors may be increased or decreased from time
to time by the amendment of this section; but no decrease shall have the effect
of shortening the term of any incumbent director.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president
or any two directors. The
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person or persons authorized to call special meetings of the board of directors
may fix any place as the place for holding any special meeting of the board of
directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail 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 telegram company. 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 number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. The act of the 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, these
by-laws, or the articles of incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose or by the directors remaining in
office, to the extent permitted by the articles of incorporation and Illinois
law.
SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by
the articles of incorporation or by-laws, any action required to be taken at a
meeting of the board of directors, or any other which may be taken at a meeting
of the board of directors, or of any committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case may be. Any such
consent signed by all the directors or all the members of the committee shall
have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State or with anyone else. The written
consent of each director shall constitute a waiver of notice of such action
taken without a meeting of the board of directors.
SECTION 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such
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payment previously mentioned in this section shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such actions with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
SECTION 12. EXECUTIVE COMMITTEE. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a chairman
of the board, a president, one or more vice-presidents (the number thereof to be
determined by the board of directors), a treasurer, a secretary, and such
assistant treasurers, assistant secretaries or other officers as may be elected
by the board of directors. Any two or more offices may be held by the same
person, except the offices of president and secretary; provided, however, that
in cases where all of the shares are owned by one shareholder, the offices of
president and secretary may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The offices of the 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 be
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 manner hereinafter provided. Election of an officer shall
not of itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
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SECTION 4. CHAIRMAN OF THE BOARD. The chairman of the board shall be
the chief executive officer of the corporation and shall be responsible for
formulating general policies and programs for the corporation for submission to
the board of directors, and for carrying out the programs and policies approved
by the board of directors. The chairman of the board shall preside at all
meetings of the shareholders and of the board of directors at which he shall be
present and he shall be, ex officio, a member of all standing committees. He
shall supervise the activities of the president, and, in the absence or
disability of the president, or in the event that for any reason it is
impracticable for the president to act personally, he shall have the powers and
duties of the president. The chairman shall have the power to sign and execute
in the name of the corporation all bonds, deeds, mortgages, leases and other
contracts end instruments, except in any case where the signing and execution
thereof has been delegated to some other officer or agent of the corporation.
The chairman of the board shall also have such other powers and duties as shall
be assigned to him by the board of directors.
SECTION 5. PRESIDENT. The president shall be the chief administrative
officer of the corporation and shall have the general supervision over the
business and operations of the corporation. He shall have the power to sign and
execute in the name of the corporation all bonds, deeds, mortgages, leases and
other contracts and instruments. In the absence or disability of the chairman of
the board, or in the event that for any reason it is impracticable for the
chairman to act personally, the president shall have the powers and duties of
the chairman, including the responsibility to preside at all meetings of
shareholders and of the board of directors in the absence of the chairman of the
board. In the performance of all of the duties hereunder, the president shall be
subject to the supervision of, and shall report to, the chairman of the board.
The president shall also have such other powers and duties as shall be assigned
to him by the chairman of the board or the board of directors.
SECTION 6. THE VICE-PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of his duties as the president may direct 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. In the absence of the president or
in the event of his inability or refusal to act, and if the chairman of the
board shall also be unable or refuse to act, the vice-president (or in the event
there be more than one vice-president, the vice presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) 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. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.
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SECTION 7. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) 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. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors may determine.
SECTION 8. THE SECRETARY. The secretary shall: (a) record the minutes
of the shareholders' and of 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; (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, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these bylaws; (f) have general charge of the stock
transfer books of the corporation; (g) 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
assistant treasurers and assistant secretaries 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. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the Board of Directors, and may accomplish such execution either under or
without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument.
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.
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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 of money, notes or other evidences of indebtedness 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 depositaries as the board of directors
may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND
THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be signed by the president or a vice-president or by such
officer as shall be designated by resolution of the board of directors and by
the secretary or an assistant secretary, and shall be sealed with the seal or a
facsimile of the seal of the corporation. If both of the signatures of the
officers be by facsimile, the certificate shall be manually signed by or on
behalf of a duly authorized transfer agent or clerk. Each certificate
representing shares shall be consecutively numbered or otherwise identified, and
shall also state the name of the person to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, that the
corporation is organized under Illinois law, and the par value or a statement
that the shares are without par value. If the corporation is authorized and does
issue shares of more than one class or of series within a class, the certificate
shall also contain such information or statement as may be required by law.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were issued
shall be entered on the books of the corporation. 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.
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SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed, the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.
SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
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.
ARTICLE IX
SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. The seal of the corporation need not be affixed to any document or
instrument, and the absence thereof shall not limit or impair the validity or
enforceability of any such document or instrument, or be deemed in any way
evidence of invalidity or unenforceability or lack of authority by the
subscribing officers or agents of the corporation.
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ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these bylaws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated herein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
INDEMNIFICATION OF OFFICERS
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys, fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment or settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
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case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
SECTION 3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections I and 2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 4. Any indemnification under sections I and 2 (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in sections 1 and 2. Such determination
shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
SECTION 5. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any contract, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 6. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this article.
ARTICLE XII
AMENDMENTS
The power to make, alter, amend, or repeal the by-laws of the
corporation shall be vested in the board of directors, unless reserved to the
shareholders by the articles of incorporation. The by-laws may contain any
provisions for the regulation and management of the affairs of the corporation
not inconsistent with law or the articles of incorporation.
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AMENDMENTS TO THE BY-LAWS
OF TICKETMASTER CORPORATION,
AS ADOPTED BY THE BOARD OF DIRECTORS
ON AUGUST 2, 1985
"SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be six. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. The directors need not be residents of Illinois or shareholders
of the corporation. The number of directors may be increased or decreased from
time to time by the amendment of this section; but no decrease shall have the
effect of shortening the term of any incumbent director."
"SECTION 5. OFFICE OF THE PRESIDENT. The office of the president shall
consist of not more than two persons, each of whom shall have all of the powers
of the president hereinafter stated. The holders of the office of the president,
if more than one, need not act jointly. The president shall be the chief
administrative officer of the corporation and shall have the general supervision
over the business and operations of the corporation. He shall have the power to
sign and execute in the name of the corporation all bonds, deeds, mortgages,
leases and other contracts and instruments. In the absence or disability of the
chairman of the board, or in the event that for any reason it is impracticable
for the chairman to act personally, the president shall have the powers and
duties of the chairman, including the responsibility to preside at all meetings
of shareholders and of the board of directors in the absence of the chairman of
the board. In the performance of all of his duties hereunder, the president
shall be subject to the supervision of, and shall report to, the chairman of the
board. The president shall also have such other powers and duties as shall be
assigned to him by the chairman of the board or the board of directors."
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UNANIMOUS WRITTEN CONSENT
OF THE DIRECTORS OF
TICKETMASTER CORPORATION,
AN ILLINOIS CORPORATION EXECUTED PURSUANT TO
SECTION 8.45 OF THE ILLINOIS BUSINESS CORPORATION ACT
The undersigned, being all of the directors of Ticketmaster Corporation, an
Illinois corporation (the "Corporation"), do hereby vote for, consent to,
authorize and adopt the following resolutions, with the same force and effect as
if the undersigned had been personally present at a meeting of the directors of
the Corporation and had voted for the same:
RESOLVED, that Section 2 of Article III of the By-Laws of the
Corporation be, and it hereby is, deleted in its entirety, and the
following substituted in its place and stead:
"SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be six. Each director shall
hold office until the next annual meeting of shareholders or
until his successor shall have been elected and qualified. The
directors need not be residents of Illinois or shareholders of
the corporation. The number of directors may be increased or
decreased from time to time by the amendment of this section;
but no decrease shall have the effect of shortening the term
of any incumbent director."
FURTHER RESOLVED, that Kenneth R. Posner and Dennis P.
Williams be, and they hereby are, elected directors of the Corporation
to fill the vacancies created by the increase in the size of the Board
and the resignation as a director of Mark Mamolen, each to hold office
until the next annual meeting of shareholders or until his successor
has been duly elected and has qualified; and
FURTHER RESOLVED, that Section 5 of Article IV of the By-Laws
of the Corporation be, and it hereby is, deleted in its entirety, and
the following substituted in its place and stead:
"SECTION 5. OFFICE OF THE PRESIDENT. The office of the
president shall consist of not more than two persons, each of
whom shall have all of the powers of the president hereinafter
stated. The holders of the office of the president, if more
than one, need not act jointly. The president shall be the
chief administrative officer of the corporation and shall have
the general supervision over the business and operations of
the corporation. He shall have the power to sign and execute
in the name of the corporation all bonds, deeds, mortgages,
leases and other contracts and instruments. In
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the absence or disability of the chairman of the board, or in
the event that for any reason it is impracticable for the
chairman to act personally, the president shall have the
powers and duties of the chairman, including the
responsibility to preside at all meetings of shareholders and
of the board of directors in the absence of the chairman of
the board. In the performance of all of his duties hereunder,
the president shall be subject to the supervision of, and
shall report to, the chairman of the board. The president
shall also have such other powers and duties as shall be
assigned to him by the chairman of the board or the board of
directors."
FURTHER RESOLVED, that the following persons be, and they
hereby are, appointed officers of the Corporation, each to hold office
until the next annual meeting of the Board of Directors of the
Corporation, or until his successor has been duly elected or appointed
and has qualified:
Chairman of the Board - Fredric D. Rosen
Office of the President - Robert A. Leonard
- Dennis P. Williams
Treasurer - David L. Pollans
Secretary - Norman J. Gantz
Assistant Secretary - Joseph Bollero
Assistant Secretary - David L. Pollans
FURTHER RESOLVED, that this Written Consent may be executed in
counterparts, and that this Written Consent be inserted in the minute
book of the Corporation.
Dated: August 2, 1985
/s/ Burton W. Kanter
____________________________________
Burton W. Kanter
/s/ Robert A. Leonard
____________________________________
Robert A. Leonard
/s/ Fredric D. Rosen
____________________________________
Fredric D. Rosen
/s/ Richard L. Schulze
____________________________________
Richard L. Schulze
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UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
TICKETMASTER CORPORATION
EXECUTED PURSUANT TO SECTION 8.45
OF THE ILLINOIS BUSINESS CORPORATION ACT
The undersigned, being all of the directors of TICKETMASTER
CORPORATION, an Illinois corporation (the "Corporation"), in lieu of a special
meeting of the Board of Directors do hereby unanimously consent to the adoption
of the following resolutions, and direct the Secretary of the Corporation to
file this Written Consent with the minutes of the proceedings of the Board of
Directors of this Corporation:
WHEREAS, the Board of Directors deems it to be in the best
interests of the Corporation to amend the Bylaws of the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 2,
of the Bylaws of the Corporation be amended in its entirety and which
is to read as follows:
"Section 2. NUMBER, TENURE AND QUALIFICATIONS. The
number of directors shall be three. Each director shall hold
office until the next annual meeting of shareholders or until
his successor shall have been elected and qualified. Directors
need not be residents of Illinois or shareholders of the
corporation. The number of directors may be increased or
decreased from time to time by the amendment of this section;
but no decrease shall have the effect of shortening the term
of any incumbent director-"
FURTHER RESOLVED, that this Written Consent may be executed in
several counterparts, all of which shall be taken to be one and the
same instrument, and the
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Written Consent of all the undersigned shall be inserted in
the minute book of the corporation.
Dated as of May 31, 1989.
/s/ Fredric D. Rosen
____________________________________
Fredric D. Rosen
/s/ Richard L. Schulze
____________________________________
Richard L. Schulze
/s/ Robert A. Leonard
____________________________________
Robert A. Leonard
BEING ALL OF THE DIRECTORS OF
THE CORPORATION
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