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Exhibit 3.63
BY-LAWS
OF
SKTV, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The registered office of the Corporation
shall be located in the City of Wilmington, County of New Castle, State of
Delaware.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other place, 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
STOCKHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of stockholders may be held at
such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting
shall be the principal office of the Corporation.
SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders shall
be held following the end of the Corporation's fiscal year at a date and time
determined by the Board of Directors for the purpose of electing directors and
for
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the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a meeting of the stockholders
as soon thereafter as is convenient.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Chairman of the Board of Directors, the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
shares of the Common Stock as of the date of such request.
SECTION 4. NOTICE. Written notice stating the date, time and place of
the meeting, and in case of a special meeting, the purpose or purposes thereof,
shall be given to each stockholder entitled to vote thereat not less than ten
(10) nor more than sixty (60) days prior thereto, either personally or by mail,
facsimile or telegraph, addressed to each stockholder at his address as it
appears on the records of the Corporation. If mailed, such notice shall be
deemed to be delivered three (3) days after being deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be by facsimile, such
notice shall be deemed to be delivered when confirmation of receipt is received
by the sender. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
SECTION 5. ADJOURNED MEETINGS. When a meeting is adjourned to another
time or place, notice of the adjourned meeting need not be given if the time
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and place thereof are announced at the meeting at which the adjournment is
taken, if the adjournment is for not more than thirty (30) days, and if no new
record date is fixed for the adjourned meeting. At the adjourned meeting the
Corporation may transact any business that might have been transacted at the
original meeting.
SECTION 6. QUORUM. The holders of a majority of each class of the
shares of 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. 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 that might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of each class of the shares of 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 the Delaware General Corporation Law or of the Certificate of Incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.
SECTION 7. VOTING. Each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the class of capital stock having voting power held by such stockholder, but no
proxy shall be
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voted after three (3) years from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the Corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted at any election
for directors which has been transferred on the books of the Corporation within
ten (10) days next preceding such election of directors. No action requiring
shareholder approval, including the election or removal of directors, may occur
without the affirmative vote of the holders of a majority of the shares of each
of the classes of shares then entitled to vote, voting as separate classes.
Election of directors need not be by written ballot.
SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of 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, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all of the shares entitled
to vote thereon were present and voted, provided that prompt notice of such
action shall be given to those stockholders who have not so consented in writing
to such action without a meeting.
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ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TENURE. The business and affairs of the
Corporation shall be managed by a board of not less than one (1) director,
unless a different number shall be established by amendment to these By-Laws,
subject to the limitation established by the certificate of incorporation. Each
director shall serve for a term of one year from the date of his election and
until his successor is elected. Directors need not be stockholders.
SECTION 2. RESIGNATION OR REMOVAL. Any director may at any time resign
by delivering to the Board of Directors his resignation in writing, to take
effect no later than ten days thereafter. Any director may at any time be
removed effective immediately, with or without cause, by the vote, either in
person or represented by proxy, of a majority of the shares of stock issued and
outstanding and entitled to vote at a special meeting held for such purpose or
by the written consent of a majority of the shares of stock issued and
outstanding.
SECTION 3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by the vote of a majority of the remaining directors then in office, though less
than a quorum, the directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.
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SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held annually or from time to time at a date, time and place
set by the Chairman of the Board of Directors.
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SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board of Directors or
any one (1) director. The person or persons calling a special meeting of the
Board of Directors may fix a place within or without the State of Delaware for
holding such meeting.
SECTION 6. NOTICE. Written notice of any regular meeting or a special
meeting shall be given at least ten (10) days prior thereto, either personally
or by mail, facsimile or telegraph, addressed to each director at his address as
it appears on the records of the Corporation; provided, however, that written
notice of any regular meeting or a special meeting to be conducted by conference
telephone shall be given at least three (3) days prior thereto, either
personally, or by mail, facsimile or telegraph. 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 by facsimile, such notice shall be
deemed to be delivered when confirmation of receipt is received by sender. If
notice be by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.
SECTION 7. QUORUM. At all meetings of the Board of Directors, a
majority of the total number 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. If a quorum is not present at any meeting of the Board of Directors,
the directors present may adjourn the
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meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director present at a meeting shall
be counted in determining the presence of a quorum, regardless of whether a
contract or transaction between the Corporation or such director or between the
Corporation and any other corporation, partnership, association, or other
organization in which such director is a director or officer or has a financial
interest, is authorized or considered at such meeting.
SECTION 8. ACTION WITHOUT MEETING. 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 of Directors or such
committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.
SECTION 9. ACTION BY CONFERENCE TELEPHONE. Members of the Board of
Directors or any committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by the majority of the whole Board of Directors, may designate one (1) or more
committees, each committee to consist of two (2) or more directors. The Board of
Directors may designate one (1) or more directors as alternate members of any
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committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any 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. Any such committee, to the extent
provided in such resolution, shall have and may exercise all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
to recommend to the stockholder a dissolution, to amend the By-Laws of the
Corporation, to declare a dividend, or to authorize the issuance of stock.
SECTION 11. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
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 committees may be allowed like compensation for attending
committee meetings.
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ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND SALARIES. The officers of the Corporation shall
consist of a Chairman of the Board of Directors, a President, one (1) or more
Vice Presidents (the number thereof to be determined by the Board of Directors),
a Secretary, a Treasurer, and such other officers and assistant officers and
agents as may be deemed necessary by the Board of Directors. Any three (3) or
more offices may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the stockholders' annual meeting, and shall serve for a term
of one (1) year and until successors are elected by the Board of Directors. Any
officer appointed by the Board of Directors may be removed, with or without
cause, at any time by the Board of Directors. An officer may resign at any time
upon written notice to the Corporation. Each officer shall hold his office until
his or her successor is appointed or until his or her earlier resignation,
removal from office, or death.
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SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (the
"Chairman"), if any, shall be elected by the Board of Directors from their own
number; the Chairman shall preside at all meetings of the stockholders and of
the Board of Directors and shall be the chief executive officer the Corporation
and shall 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; the Chairman shall be a member of all Committees, except
the Audit Committee (if one is created); the Chairman may remove and replace, in
his sole discretion, the officers of the Corporation; the Chairman shall be
empowered to sign all certificates, contracts and other instruments of the
Corporation, and to do all acts that are authorized by the Board of Directors,
and shall, in general, have such other duties and responsibilities as are
assigned by the Board of Directors; PROVIDED, HOWEVER, that nothing herein
contained shall be construed to mean that the Board of Directors is required to
elect a Chairman.
SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, the
President shall be the chief operating officer of the Company; in the absence of
a Chairman, the President shall preside at all meetings of the stockholders and
the Board of Directors; the President shall have general and active supervision
of the business of the Corporation subject to the direction of the Chairman;
shall sign or countersign all certificates, contracts and other instruments of
the Corporation, and to do all acts which are authorized by the Board of
Directors or directed by the Chairman or as are incident to the office of the
president of a corporation.
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SECTION 5. THE VICE PRESIDENTS. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then 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. The Vice President shall perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.
SECTION 6. THE SECRETARY. The Secretary shall keep the minutes of the
proceedings of the shareholders and the Board of Directors, shall give, or cause
to be given, all notices in accordance with the provisions of these By-laws or
as required by law, shall be custodian of the corporate records and of the seal
of the corporation, and in general shall perform such other duties as may from
time to time be assigned by the Board of Directors. The Secretary shall have
general charge of the stock transfer books of the corporation and shall keep at
the registered office or principal place of business of the corporation a record
of the shareholders of the corporation, giving the names and addresses of all
such shareholders (which addresses shall be furnished to the Secretary by such
shareholders) and the number and class of the shares held by each.
SECTION 7. TREASURER. The Treasurer shall act as the chief financial
officer of the corporation, shall have the custody of the corporate funds and
securities, shall keep, or cause to be kept, correct and complete books and
records of account, including full and accurate accounts of receipts and
disbursements in books
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belonging to the corporation, shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors, and in general shall perform all
the duties incident to the office of Treasurer and such other duties as may from
time to time be assigned by the Board of Directors.
SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, if any, in
general shall perform such duties as may from time to time be assigned to them
by the Secretary or by the Board of Directors, and shall in the absence or
incapacity of the Secretary perform his functions.
SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers, if any, in
general shall perform such duties as from time to time may be assigned to them
by the Treasurer or by the Board of Directors, and shall in the absence or
incapacity of the Treasurer perform his functions.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the President (or Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.
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SECTION 2. FACSIMILE SIGNATURES. The signature of the Chairman,
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer or officers who have
signed or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
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SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate(s) to be issued by the corporation to replace any certificate(s)
alleged to have been lost or destroyed, upon its receipt of an affidavit of that
fact by the person claiming the certificate(s) of stock to be lost or destroyed.
When authorizing such issue of a new certificate(s), the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate(s), or his or her 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(s) alleged to have been lost or destroyed.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may close the stock transfer books of the corporation for a
period of not more than sixty (60) nor less than ten (10) days preceding the
date of any meeting of shareholders or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period of not more
than sixty (60) nor less than ten (10) days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date of not more than sixty
(60) nor less than ten (10) days in connection with obtaining the consent of
shareholders for any purpose. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date of not more than sixty (60) nor
less than ten (10) days preceding the date of any dividend, or the date for the
allotment of rights, or
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the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any change, conversion or exchange of capital stock, or
to give such consent. In such case and notwithstanding any transfer of any stock
on the books of the corporation after any such record date, such shareholders
and only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be.
SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner. Except as
otherwise provided by law, the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. When the execution of any contract or other
instrument has been authorized by the Board of Directors without specification
of
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the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
Secretary, may execute the same in the name of and on behalf of the corporation
and may affix the corporate seal thereto.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.
SECTION 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 4. ACCOUNTS. Bank accounts of the Corporation shall be opened,
and deposits made thereto, by such officers or other persons as the Board of
Directors may from time to time designate.
ARTICLE VII
DIVIDENDS
SECTION 1. DECLARATION OF DIVIDENDS. Subject to the provisions, if any,
of the certificate of incorporation, dividends upon the capital stock of the
corporation 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
contractual rights, or in shares of the corporation's capital stock.
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SECTION 2. RESERVES. 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 repairing or maintaining any property of the corporation, or
for such other purpose as the directors determine to be in the best interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be established by the Board of
Directors.
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ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given by law or under the
certificate of incorporation or these By-laws, a written waiver thereof, 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.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting.
ARTICLE X
SEAL
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 otherwise reproduced.
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ARTICLE XI
AMENDMENTS
Except as expressly provided otherwise by the Delaware General
Corporation Law, the Certificate of Incorporation, or other provision of these
By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any regular or special meeting of the Board of Directors by an
affirmative vote of 60% all directors; provided, however, that at least ten (10)
days advance written notice of the meeting is given to the directors, describing
the proposed amendment or alteration of these By-Laws.