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Exhibit 3.77
BYLAWS OF
HSN BROADCASTING OF OHIO, 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
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of shareholders 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 shareholders 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 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
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meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as is
convenient.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or at
the request in writing of shareholders 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 shareholder entitled to vote thereat not less than ten (10) nor
more than sixty (60) days prior thereto, either personally or by mail or
telegraph, addressed to each shareholder 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 prepaid. 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 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
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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
shareholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If at
such adjourned meeting, a quorum is 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 shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in
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person or by proxy for each share of the class of capital stock having voting
power held by such shareholder, but no proxy shall be 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 shareholders 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 corporate 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 shareholders 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
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such action shall be given to those shareholders who have not so consented in
writing to such action without a meeting.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TENURE. The business and affairs of the corporation
shall be managed by a board of one or more members, the number thereof to be
determined from time to time by resolution of the shareholders. 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 shareholders.
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 (10) 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 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
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outstanding. The directors so chosen shall hold office until the next annual
election and until their respective successors are duly elected.
SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held annually at a date, time, and place set by the Board of Directors.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of a majority of the directors. The directors
calling the meeting may fix a place within or without the State of Delaware for
holding any special meeting of the Board of Directors.
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 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 or telegraph. If mailed, such notice shall be deemed to be delivered three
(3) days after such notice was deposited in the United States mail so addressed,
with postage prepaid. If notice be by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.
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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 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 and 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 or such committee, as the
case may be, consent thereto in writing and such written consent is filed with
the minutes 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 or
committee by means of a conference telephone or similar communications equipment
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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, may designate one (1) or more committees, each
committee to consist of two (2) or more directors. The Board may designate one
(1) or more directors as alternate members of any 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 which may require it, except
that no 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 shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, to recommend to the
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shareholders a dissolution, to amend the bylaws 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.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND SALARIES. The officers of the corporation shall
consist of 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 shareholders' annual meeting, and serve for a term of
one (1) year and until a successor is elected by the Board. Any officer
appointed by the Board may be removed, with or without
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cause, at any time by the Board. 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.
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 and shall preside at all meetings of the shareholders and of the Board of
Directors. Unless the Board of Directors provides otherwise at the time of such
election, the Chairman shall be the chief executive officer of the corporation,
responsible for actively managing the business of the corporation, for carrying
out all orders and resolutions of the Board of Directors, and for discharging
such other duties as are imposed upon the Chairman by law, all subject to
customary oversight and supervision by the Board of Directors. The Chairman
shall be a member of all committees of the Board of Directors, except the Audit
Committee (if one is created). The Chairman shall be empowered to sign all
certificates, contracts, and other instruments of the corporation and to do all
acts which 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.
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SECTION 4. THE PRESIDENT. Whether or not a Chairman is elected, a
President shall be elected by the Board of Directors, to have such duties and
responsibilities as are assigned by the Board of Directors at the time of such
election. If a Chairman has been elected, the President shall, unless the Board
of Directors provides otherwise, be the chief operating officer of the
corporation, responsible for actively managing the business of the corporation,
for carrying out all orders and resolutions of the Board of Directors, and for
discharging such other duties as are imposed on the President by law, all
subject to customary oversight and supervision by the Chairman and the Board of
Directors. Unless the Board of Directors provides otherwise, the President also
shall, in the absence or incapacity of the Chairman, have all the duties and
responsibilities of the Chairman, including the duty to preside at all meetings
of the shareholders and the Board of Directors, to actively manage as chief
executive officer the business of the corporation, and to carry out all orders
and resolutions of the Board of Directors.
SECTION 5. THE VICE PRESIDENTS. In the absence or incapacity 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
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of and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as may from time to time be assigned 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 Bylaws 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 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
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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 a Vice President) and the Secretary (or an
Assistant Secretary) of the corporation, certifying the number of shares owned
by the shareholder in the corporation.
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
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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.
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.
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SECTION 4. TRANSFER OF STOCK. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
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 preceding the date 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 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
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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 the executing officers, the Chairman, President, or any Vice President,
Treasurer or any Assistant Treasurer, and the Secretary or any Assistant
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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.
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.
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
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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.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given by law or under the
certificate of incorporation or these Bylaws, 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
These Bylaws may be altered, amended, or repealed and new Bylaws adopted
at any regular or special meeting of the Board of Directors by an affirmative
vote of a majority of 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 Bylaws.
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