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EXHIBIT 3(ii)(a)
BYLAWS
OF
CITADEL COMMUNICATIONS CORPORATION
ARTICLE I
OFFICES
1. PRINCIPAL OFFICE.
The principal office shall be in the City of Reno, County of Washoe,
State of Nevada.
2. OTHER OFFICES.
The Corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the second
Tuesday of March of each year, or if that day is a legal holiday, then on the
next day thereafter which is not a legal holiday, or at such other date as the
Board of Directors shall determine, for the purpose of electing Directors and
for the transaction of such other business as may properly come before the
meeting. If the election of Directors is not held on the day designated herein
for any annual meeting of the stockholders, or any adjournment thereof, the
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as convenient.
2. SPECIAL MEETINGS.
Special meetings of the stockholders may be called for any purpose or
purposes at any time by the Board of Directors or the President, and shall be
called by the President at the request of the holders of not less than
one-tenth (1/10) of all outstanding stock of the
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Corporation entitled to vote at such meeting, or otherwise as provided by the
Nevada General Corporation Law and Section 13 of Article II of these Bylaws.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
3. PLACE OF MEETINGS.
Annual and special meetings of the stockholders may be held at such
time and place within or without the State of Nevada as shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.
4. NOTICE OF MEETING.
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 to each stockholder of record entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Notice may be delivered either personally or by first
class, certified or registered mail, postage prepaid, and signed by an officer
of the Corporation at the direction of the person or persons calling the
meeting. If mailed, notice shall be deemed to be delivered when mailed to the
stockholders at his or her address as it appears on the stock transfer books of
the Corporation. Delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of
such notice to such corporation, association or partnership. In the event of
the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting it shall not be necessary to deliver or mail notice
of the meeting to the transferee. Notice need not be given of an adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, provided that such adjournment is for less than thirty
(30) days and further provided that a new record date is not fixed for the
adjourned meeting, in either of which events, written notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting, any business may be transacted which might
have been transacted at the meeting as originally noticed. A written waiver of
notice, whether given before or after the meeting to which it relates, shall be
equivalent to the giving of notice of such meeting to the stockholder or
stockholders signing such waiver. Attendance of a stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the
stockholder attends for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
5. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled
to notice of and to vote at any meeting of stockholders or any adjournment
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 other
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change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix in advance a record date, which shall
not be more than sixty (60) nor less than ten (10) days prior to the date of
such meeting or such action, as the case may be. If the Board of Directors has
not fixed a record date for determining the stockholders entitled to notice of
and to vote at a meeting of stockholders, the record date shall be at close of
business on the day next preceding the day on which notice is given, or if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. If the Board of Directors has not fixed a record
date for determining the stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, the record date shall be the day on which the first
written consent is expressed by any stockholder. If the Board of Directors has
not fixed a record date for determining stockholders for any other purpose, the
record date shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
6. RECORD OF STOCKHOLDERS.
The Secretary or other officer having charge of the stock transfer
books of the Corporation shall make, or cause to be made, at least ten (10)
days before every meeting of stockholders, a complete record of the
stockholders entitled to vote at a meeting of stockholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
7. QUORUM AND MANNER OF ACTING.
At any meeting of the stockholders, the presence, in person or by
proxy, of the holders of a majority of the outstanding stock entitled to vote
shall constitute a quorum for the transaction of business except as otherwise
provided by the Nevada General Corporation Law or by the Certificate of
Incorporation. All shares represented and entitled to vote on any single
subject matter which may be brought before the meeting shall be counted for
quorum purposes. Only those shares entitled to vote on a particular subject
matter shall be counted for the purpose of voting on that subject matter.
Business may be conducted once a quorum is present and may continue to be
conducted until adjournment SINE DIE, notwithstanding the withdrawal or
temporary absence of stockholders leaving less than a quorum. Except as
otherwise provided in the Nevada General Corporation Law or the Certificate of
Incorporation, the affirmative vote of the holders of a majority of the shares
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stock then represented at the meeting and entitled to vote thereat shall be the
act of the stockholders; provided, however, that if the shares of stock so
represented are less than the number required to constitute a quorum, the
affirmative vote must be such as would constitute a majority if a quorum were
present, except that the affirmative vote of the holders of a majority of the
shares of stock then present is sufficient in all cases to adjourn a meeting.
8. VOTING OF SHARES OF STOCK.
Each stockholder shall be entitled to one vote or corresponding
fraction thereof for each share of stock or fraction thereof standing in his,
her or its name on the books of the Corporation on the record date. A
stockholder may vote either in person or by valid proxy, as defined in Section
12 of this Article II, executed in writing by the stockholder or by his, her or
its duly authorized attorney in fact. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of any corporation to vote stock, including but not limited to
its own stock, when held by it in a fiduciary capacity. Shares of stock
standing in the name of another corporation may be voted by such officer, agent
or proxy as the bylaws of such other corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such other corporation
may determine. Unless demanded by a stockholder present in person or by proxy
at the meeting of the stockholders and entitled to vote thereat, or unless so
directed by the chairman of the meeting, the vote thereat on any question need
not be by ballot. If such demand or direction is made, a vote by ballot shall
be taken, and each ballot shall be signed by the stockholder voting, or by his
or her proxy, and shall state the number of shares voted.
9. ORGANIZATION.
At each meeting of the stockholders, the President, or, if he or she
is absent therefrom, another officer of the Corporation chosen as chairman of
such meeting by stockholders holding a majority of the shares present in person
or by proxy and entitled to vote thereat, or, if all the officers of the
Corporation are absent therefrom, a stockholder of record so chosen, shall act
as chairman of the meeting and preside thereat. The Secretary, or, if he or she
is absent from the meeting or is required pursuant to the provisions of this
Section 9 to act as chairman of such meeting, the person (who shall be an
Assistant Secretary, if any and if present) whom the chairman of the meeting
shall appoint shall act as secretary of the meeting and keep the minutes
thereof.
10. ORDER OF BUSINESS.
The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting, but the order of business may be
changed by the vote of
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stockholders holding a majority of the shares present in person or by proxy at
such meeting and entitled to vote thereat.
11. VOTING.
At all meetings of stockholders, each stockholder entitled to vote
thereat shall have the right to vote, in person or by proxy, and shall have,
for each share of stock registered in his, her or its name, the number of votes
provided by the Certificate of Incorporation in respect of stock of such class.
Stockholders shall not have cumulative voting rights with respect to the
election of Directors.
12. VOTING BY PROXY.
At any meeting of the stockholders, any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing, In the
event that any such instrument in writing shall designate two (2) or more
persons to act as proxies, a majority of such persons present at the meeting,
or, if only one shall be present, then that one shall have and may exercise all
of the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No such proxy shall
be valid after the expiration of six (6) months from the date of its execution,
unless coupled with an interest, or unless the person executing it specifies
therein the length of time for which it is to continue in force, which in no
case shall exceed seven (7) years from the date of it execution. Subject to the
above, any proxy duly executed is not revoked and continues in full force and
effect until an instrument revoking it or a duly executed proxy bearing a later
date is filed with the Secretary of the Corporation.
13. ACTION BY STOCKHOLDERS WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting, without 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 number of votes that
would have been necessary to authorize such action at a meeting at which all
shares entitled to vote were present and voted. Such written consent shall not
be valid unless it is (a) signed by the stockholder, (b) dated, as to the date
of such stockholder's signature, and (c) delivered to the Corporation
personally or by certified or registered mail, return receipt requested, to the
Corporation's principal place of business, principal office in the State of
Nevada or officer or agent who has custody of the book in which the minutes of
meetings of stockholders are recorded, within sixty (60) days after the
earliest date that a stockholder signed the written consent. Prompt notice of
the taking of any such action shall be given to any such stockholders entitled
to vote who have not so consented in writing.
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ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by the
Board of Directors.
2. NUMBER, TERM OF OFFICE AND QUALIFICATIONS.
Subject to the requirements of the Nevada General Corporation Law or
the Certificate of Incorporation, the Board of Directors may from time to time
determine the number of Directors. Until the Board of Directors shall otherwise
determine, the number of Directors shall be that number comprising the initial
Board of Directors as set forth in the Certificate of Incorporation. Each
director shall hold office until his or her successor is duly elected or until
his or her earlier death or resignation or removal in the manner hereinafter
provided. Directors need not be stockholders.
3. PLACE OF MEETING.
The Board of Directors may hold its meetings, either within or without
the State of Nevada, at such place or places as it may from time to time by
resolution determine or as shall be designated in any notices or waivers of
notice thereof. Any such meeting, whether regular or special, may be held by
conference telephone or similar communications equipment by means of which all
persons in the meeting can hear each other, and participation in a meeting in
such manner shall constitute presence in person at such meeting. Each person
participating in a telephonic meeting shall sign the minutes thereof, which may
be signed in counterparts.
4. ANNUAL MEETINGS.
As soon as practicable after each annual election of Directors and on
the same day, the Board of Directors shall meet for the purpose of organization
and the transaction of other business at the place where regular meetings of
the Board of Directors are held, and no notice of such meeting shall be
necessary in order to legally hold the meeting, provided that a quorum is
present. If such meeting is not held as provided above, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for a special meeting of the Board of Directors, or in the event of
waiver of notice as specified in the written waiver of notice.
5. REGULAR MEETINGS.
Regular meetings of the Board of Directors may be held without notice
at such times as the Board of Directors shall from time to time by resolution
determine.
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6. SPECIAL MEETINGS; NOTICE.
Special meetings of the Board of Directors shall be held, either
within or without the State of Nevada, whenever called by the President or a
majority of the Directors at the time in office. Notice shall be given, in the
manner hereinafter provided, of each such special meeting, which notice shall
state: the time and place of such meeting, but need not state the purposes
thereof. Except as otherwise provided in Section 9 of this Article III, notice
of each such meeting shall be mailed to each Director, addressed to him or her
at his or her residence or usual place of business, at least two (2) days
before the day on which such meeting is to be held, or shall be sent addressed
to him or her at such place by telegraph, cable, wireless or other form of
recorded communication or delivered personally or by telephone not later than
the day before the day on which such meeting is to be held. A written waiver of
notice, whether given before or after the meeting to which it relates, shall be
equivalent to the giving of notice of such meeting to the Director or Directors
signing such waiver. Attendance of a Director at a special meeting of the Board
of Directors shall constitute a waiver of notice of such meeting, except when
he or she attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
7. QUORUM AND MANNER OF ACTING.
A majority of the whole Board of Directors shall be present in person
at any meeting of the Board of Directors in order to constitute a quorum for
the transaction of business at such meeting, and except as otherwise specified
in these Bylaws, and except also as otherwise expressly provided by the Nevada
General Corporation Law, the vote of a majority of the Directors present at any
such meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum from any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time to another
time or place, without notice other than announcement at the meeting, until a
quorum shall be present thereat. The Directors shall act only as a Board of
Directors and the individual Directors shall have no power as such.
8. ORGANIZATION.
At each meeting of the Board of Directors, the President, or if he or
she is absent therefrom, a Director chosen by a majority of the Directors
present thereat, shall act as chairman of such meeting and preside thereat. The
Secretary, or if he or she is absent, the person (who shall be an Assistant
Secretary, if any and if present) whom the chairman of such meeting shall
appoint, shall act as Secretary of such meeting and keep the minutes thereof.
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9. ACTION BY DIRECTORS WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of the Board
of Directors 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
all Directors and such consent is filed with the minutes of the proceedings of
the Board of Directors.
10. RESIGNATIONS.
Any Director may resign at any time by giving written notice of his or
her resignation to the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its receipt by the
President or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
11. REMOVAL OF DIRECTORS.
Directors may be removed, with or without cause, as provided from time
to time by the Nevada General Corporation Law as then in effect.
12. VACANCIES.
Vacancies and newly created directorships resulting from any increase
in the authorized number of Directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
Director. If at any time, by reason of death or resignation or other cause, the
Corporation has no Directors in office, then any officer or any stockholder or
an executor, administrator, trustee or guardian of a stockholder, may call a
special meeting of stockholders for the purpose of filling vacancies in the
Board of Directors. If one or more Directors shall resign from the Board of
Directors, effective at a future date, a majority of the Directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director so chosen shall hold
office as provided in this section in the filling of other vacancies.
13. COMPENSATION.
Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no Director shall receive any compensation for his or her
services as a Director. The Board of Directors may at any time and from time to
time by resolution provide that the Directors shall be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. In addition, the Board of Directors may at any time and from time to
time by resolution provide that Directors shall be paid their actual expenses,
if any, of
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attendance at each meeting of the Board of Directors. Nothing in this section
shall be construed as precluding any Director from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any Director receiving compensation
for his or her services to the Corporation in any other capacity shall not
receive additional compensation for his or her services as a Director.
ARTICLE IV
OFFICERS
1. NUMBER.
The Corporation shall have the following officers: a President, a
Secretary and a Treasurer. At the discretion of the Board of Directors, the
Corporation may also have a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Vice Presidents, one or more Assistant Secretaries and
one or more Assistant Treasurers. Any two (2) or more offices may be held by
the same person.
2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation shall be elected annually by the Board
of Directors. Each such officer shall hold office until his or her successor is
duly elected or until his or her earlier death or resignation or removal in the
manner hereinafter provided.
3. AGENTS.
In addition to the officers mentioned in Section 1 of this Article IV,
the Board of Directors may appoint such agents as the Board of Directors may
deem necessary or advisable, each of which agents shall have such authority and
perform such duties as are provided in these Bylaws or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or to any committee the power to appoint or remove any such
agents.
4. REMOVAL.
Any officer may be removed, with or without cause, at any time by
resolution adopted by a majority of the whole Board of Directors.
5. RESIGNATIONS.
Any officer may resign at any time by giving written notice of his or
her resignation to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the times specified therein, or, if the
time when it shall become effective is not specified therein, it shall take
effect immediately upon its receipt by the Board of Directors,
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the President or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
6. VACANCIES.
A vacancy in any office due to death, resignation, removal,
disqualification or any other cause may be filled for the unexpired portion of
the term thereof by the Board of Directors.
7. CHAIRMAN OF THE BOARD.
The Board of Directors may elect a Chairman to serve as a general
executive officer of the Corporation, and, if specifically designated as such
by the Board, as the chief executive officer of the Corporation. If elected,
the Chairman will preside at all meetings of the Board of Directors and be
vested with such other powers and duties as the Board may from time to time
delegate to him or her.
8. PRESIDENT OR VICE PRESIDENTS.
Unless otherwise specified by resolution of the Board of Directors,
the President will be the chief executive officer of the Corporation. The
President will supervise the business and affairs of the Corporation and the
performance by all of its other officers of their respective duties, subject to
the control of the Board of Directors (and of its Chairman, if the Chairman has
been specifically designated as chief executive officer of the corporation).
One or more Vice Presidents shall be elected by the Board of Directors to
perform such duties as may be designated by the Board or be assigned or
delegated to them by the chief executive officer. Any one of the Vice
Presidents as authorized by the Board will be vested with all of the powers and
charged with all of the duties of the President in the event of his or her
absence or inability to act. Except as may otherwise be specifically provided
in a resolution of the Board of Directors, the President or any Vice President
will be a proper officer to sign on behalf of the Corporation any deed, bill of
sale, assignment, option, mortgage, pledge, note, bond, evidence of
indebtedness, application, consent, (to service of process or otherwise),
agreement, indenture or other instrument of any significant importance to the
Corporation. The President or any Vice President may represent the Corporation
at any meeting of the shareholders, and may vote this Corporation's shares in
such other corporation in person or by proxy appointed by him or her, provided
that the Board of Directors may from time to time confer the foregoing
authority upon any other person or persons.
9. SECRETARY.
The Secretary shall: (a) record all the proceedings of the meetings of
the stockholders, the Board of Directors and the Executive Committee, if any,
in one or more books kept for that purpose; (b) see that all notices are duly
given in accordance with the
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provisions of these Bylaws or as required by law; (c) be the custodian of all
contracts, deeds, documents, all other indicia of title to properties owned by
the Corporation and of its other corporate records (except accounting records)
and of the corporate seal, if any, and affix such seal to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) sign, with the President or a Vice President, certificates for
stock of the Corporation; (e) have charge, directly or through the transfer
clerk or transfer clerks, transfer agent or transfer agents and registrar or
registrars appointed as provided in Section 3 of Article VII of these Bylaws,
of the issue, transfer and registration of certificates for stock of the
Corporation and of the records thereof, such records to be kept in such manner
as to show at any time the amount of the stock of the Corporation issued and
outstanding, the manner in which and the time when such stock was paid for, the
names, alphabetically arranged, and the addresses of the holders of record
thereof, the number of shares held by each, and the time when each became a
holder of record; (f) upon request, exhibit or cause to be exhibited at all
reasonable times to any Director such records of the issue, transfer and
registration of the certificates for stock of the Corporation; (g) see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and (h) see that the duties
prescribed by Section 6 of Article II of these Bylaws are performed. In
general, the Secretary shall perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the President or the Board of Directors.
10. TREASURER.
If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine. The Treasurer
shall: (a) have charge and custody of, and be responsible for, all funds,
securities, notes and valuable effects of the Corporation; (b) receive and give
receipt for moneys due and payable to the Corporation from any sources
whatsoever; (c) deposit all such moneys to the credit of the Corporation or
otherwise as the Board of Directors or the President shall direct in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (d) cause such funds to be
disbursed by checks or drafts on the authorized depositories of the Corporation
signed as provided in Article VI of these Bylaws; (e) be responsible for the
accuracy of the amounts of, and cause to be preserved proper vouchers for, all
moneys so disbursed; (f) have the right to require from time to time reports or
statements giving such information as he or she may desire with respect to any
and all financial transactions of the Corporation from the officers or agents
transacting the same; (g) render to the Chairman of the Board, the President or
the Board of Directors, whenever they, respectively, shall request him or her
so to do, an account of the financial condition of the Corporation and of all
his or her transactions as Treasurer; and (h) upon request, exhibit or cause to
be exhibited at all reasonable times the cash books and other records to the
President or any of the Directors of the Corporation. In general, the Treasurer
shall perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the President or
the Board of Directors.
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11. ASSISTANT OFFICERS.
Any persons elected as assistant officers shall assist in the
performance of the duties of the designated office and such other duties as
shall be assigned to them by any Vice President, the Secretary or the
Treasurer, as the case may be, or by the Board of Directors or the President.
12. COMPENSATION.
The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
ARTICLE V
COMMITTEES
1. EXECUTIVE COMMITTEE; HOW CONSTITUTED AND POWERS.
The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate one or more of the Directors then in
office, to constitute an Executive Committee, which shall have and may exercise
between meetings of the Board of Directors all the delegable powers of the
Board of Directors to the extent not expressly prohibited by the Nevada General
Corporation Law or by resolution of the Board of Directors. The Board of
Directors may designate one or more Directors as alternate members of the
Committee who may replace any absent or disqualified member at any meeting of
the Committee. Each member of the Executive Committee shall continue to be a
member thereof only during the pleasure of a majority of the whole Board of
Directors.
2. EXECUTIVE COMMITTEE; ORGANIZATION.
The President shall act as chairman at all meetings of the Executive
Committee and the Secretary shall act as secretary thereof. In case of the
absence from any meeting of the President or the Secretary, the Committee may
appoint a chairman or secretary, as the case may be, of the meeting.
3. EXECUTIVE COMMITTEE; MEETINGS.
Regular meetings of the Executive Committee may be held without notice
on such days and at such places as shall be fixed by resolution adopted by a
majority of the Committee and communicated to all its members. Special meetings
of the Committee shall be held whenever called by the President or a majority
of the members thereof then in office. Notice of each special meeting of the
Committee shall be given in the manner provided in Section 6 of Article III of
these Bylaws for special meetings of the Board of Directors. Notice of any such
meeting of the Executive Committee, however, need not be given to any
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member of the Committee if waived by him or her in writing or by telegraph,
cable, wireless or other form of recorded communication either before or after
the meeting, or if he or she is present at such meeting, except when he or she
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Subject to the
provisions of this Article V, the Committee, by resolution adopted by a
majority of the whole Committee, shall fix its own rules of procedure and it
shall keep a record of its proceedings and report them to the Board of
Directors at the next regular meeting thereof after such proceedings have been
taken. All such proceedings shall be subject to revision or alteration by the
Board of Directors; provided, however, that third parties shall not be
prejudiced by any such revision or alteration.
4. EXECUTIVE COMMITTEE; QUORUM AND MANNER OF ACTING.
A majority of the Executive Committee shall constitute a quorum for
the transaction of business, and, except as specified in Section 3 of this
Article V, the act of a majority of those present at a meeting thereof at which
a quorum is present shall be the act of the Committee. The members of the
Committee shall act only as a committee, and the individual members shall have
no power as such.
5. OTHER COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the
whole Board, may constitute other committees, which shall in each case consist
of one or more of the Directors and, at the discretion of the Board of
Directors, such officers who are not Directors. The Board of Directors may
designate one or more Directors or officers who are not Directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Each such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
respective resolutions appointing them; provided, however, that (a) unless all
of the members of any committee shall be Directors, such committee shall not
have authority to exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and (b) if any
committee shall have the power to determine the amounts of the respective fixed
salaries of the officers of the Corporation or any of them, such committee
shall consist of not less than three (3) members and none of its members shall
have any vote in the determination of the amount that shall be paid to him or
her as a fixed salary. A majority of all the members of any such committee may
fix its rules of procedure, determine its action and fix the time and place of
its meetings and specify what notice thereof, if any, shall be given, unless
the Board of Directors shall otherwise by resolution provide.
6. COMMITTEE MINUTES.
The Executive Committee and any other committee shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.
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7. ACTION BY COMMITTEES WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of the
Executive Committee or any other committee of the Board of Directors 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 all members of the
committee and such consent is filed with the minutes of the proceedings of the
committee.
8. RESIGNATIONS.
Any member of the Executive Committee or any other committee may
resign therefrom at any time by giving written notice of his or her resignation
to the President or the Secretary. Any such resignation shall take effect at
the time specified therein, or if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its receipt by the
President or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
9. VACANCIES.
Any vacancy in the Executive Committee or any other committee shall be
filled by the vote of a majority of the whole Board of Directors.
10. COMPENSATION.
Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no member of the Executive Committee or any other committee shall
receive any compensation for his or her services as a committee member. The
Board of Directors may at any time and from time to time by resolution provide
that committee members shall be paid a fixed sum for attendance at each
committee meeting or a stated salary as a committee member. In addition, the
Board of Directors may at any time and from time to time by resolution provide
that such committee members shall be paid their actual expenses, if any, of
attendance at each committee meeting. Nothing in this section shall be
construed as precluding any committee member from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any committee member receiving
compensation for his or her services to the Corporation in any other capacity
shall not receive additional compensation for his or her services as a
committee member.
11. DISSOLUTION OF COMMITTEES; REMOVAL OF COMMITTEE MEMBERS.
This Board of Directors, by resolution adopted by a majority of the
whole Board, may, with or without cause, dissolve the Executive Committee or
any other committee, and, with or without cause, remove any member thereof.
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ARTICLE VI
MISCELLANEOUS
1. EXECUTION OF CONTRACTS.
Except as otherwise required by law or by these Bylaws, any contract
or other instrument may be executed and delivered in the name of the
Corporation and on its behalf by the President or any Vice President. In
addition, the Board of Directors may authorize any other officer of officers or
agent or agents to execute and deliver any contract or other instrument in the
name of the Corporation and on its behalf, and such authority may be general or
confined to specific instances as the Board of Directors may by resolution
determine.
2. ATTESTATION.
Any Vice President, the Secretary, or any Assistant Secretary may
attest the execution of any instrument or document by the President, or any
other duly authorized officer or agent of the Corporation and may affix the
corporate seal, if any, in witness thereof, but neither such attestation nor
the affixing of a corporate seal shall be requisite to the validity of any such
document or instrument.
3. CHECKS, DRAFTS.
All checks, drafts, orders for the payment for money, bills of lading,
warehouse receipts, obligations, bills of exchange and insurance certificates
shall be signed or endorsed (except endorsements for collection for the account
of the Corporation or for deposit to its credit, which shall be governed by the
provisions of Section 4 of this Article VI) by such officer or officers or
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.
4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board of
Directors or the President shall direct in general or special accounts at such
banks, trust companies, savings and loan associations, or other depositories as
the Board of Directors may select or as may be selected by any officer or
officers or agent or agents of the Corporation to whom power in that respect
has been delegated by the Board of Directors. For the purpose of deposit and
for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by any officer or
agent of the Corporation. The Board of Directors may make such special rules
and regulations with respect to such accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
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5. FISCAL YEAR.
The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE VII
STOCK
1. CERTIFICATES.
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 by the Secretary or an Assistant Secretary. The signatures
of such officers upon such certificate may be facsimiles if the certificate is
manually signed by a transfer agent or registered by a registrar, other than
the Corporation itself or one of its employees. If any officer who has signed
or whose facsimile signature has been placed upon a certificate has ceased for
any reason to be such officer prior to issuance of the certificate, the
certificate may be issued with the same effect as if that person were such
officer at the date of issue. All certificates for stock of the Corporation
shall be consecutively numbered, shall state the number of shares represented
thereby and shall otherwise be in such form as shall be determined by the Board
of Directors, subject to such requirements as are imposed by the Nevada General
Corporation Law. The names and addresses of the persons to whom the shares
represented by certificates are issued shall be entered on the stock transfer
books of the Corporation, together with the number of shares and the date of
issue, and in the case of cancellation, the date of cancellation. Certificates
surrendered to the Corporation for transfer shall be canceled, and no new
certificate shall be issued in exchange for such shares until the original
certificate has been canceled; except that in the case of a lost, stolen,
destroyed or mutilated certificate, a new certificate may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
2. TRANSFER OF STOCK.
Transfer of shares of stock of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record thereof or
by his or her legal representative or attorney in fact, who shall furnish
proper evidence of authority to transfer to the Secretary, or a transfer clerk
or a transfer agent, and upon surrender of the certificate or certificates for
such shares properly endorsed and payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
3. REGULATIONS.
The Board of Directors may make such rules and regulations as it may
deem
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expedient, not inconsistent with these Bylaws, concerning the issue, transfer
and registration of certificates for stock of the Corporation. The Board of
Directors may appoint, or authorize any officer or officers or any committee to
appoint, one or more transfer clerks or one or more transfer clerks or one or
more transfer agents and one or more registrars, and may require all
certificates for stock to bear the signature or signatures of any of them.
4. LOST CERTIFICATES.
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of the fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, 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 or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.
5. REGISTERED STOCKHOLDERS.
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, and hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided in the Nevada General Corporation
Law.
ARTICLE IX
SEAL
A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Corporation. Nevertheless, if in any
instance a corporate seal is used, the same shall be in the form of a circle
and shall bear the full name of the Corporation and the year and state of
incorporation, or words and figures of similar import.
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ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. GENERAL.
The Corporation shall 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, 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), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a matter 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, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does 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
interests of the Corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. DERIVATIVE ACTIONS.
The Corporation shall 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 amounts paid in
settlement and attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of the 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 by a court of competent jurisdiction after exhaustion of all
appeals therefrom to be liable to the Corporation or for amounts paid in
settlement to the Corporation unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
shall determine upon application that, in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
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3. INDEMNIFICATION IN CERTAIN CASES.
To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article X,
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.
4. PROCEDURE.
Any indemnification under Sections 1 and 2 of this Article X (unless
ordered by a court or advanced pursuant to Section 5 of this Article X) 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. 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
stockholders.
5. ADVANCES FOR EXPENSES.
Expenses incurred by a director, officer, employee, or agent of the
Corporation in defending a civil or criminal action, suit or proceeding shall
be paid by the Corporation as they are incurred and in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay the amount
if it shall be ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the Corporation as authorized in this
Article X.
6. RIGHTS NOT-EXCLUSIVE.
The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to the other Sections of this Article X shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any law, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding
such office, except that indemnification, unless ordered by a court pursuant to
Section 2 of this Article X or for advancement of expenses made pursuant to
Section 5 of this Article X, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
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7. INSURANCE.
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 liability and expenses 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 X.
8. DEFINITION OF CORPORATION.
For the purposes of this Article X, references to "the Corporation"
include, in addition to the resulting corporation, all constituent corporations
(including any constituent of a constituent) absorbed in consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees and agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
9. OTHER DEFINITIONS.
For purposes of this Article X, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article X.
10. CONTINUATION OF RIGHTS.
The indemnification and advancement of expenses provided by, or
granted pursuant to this Article X 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 person. No amendment to or
repeal of this Article X shall apply to or have any effect on, the rights of
any director, officer, employee or agent under this Article X which rights
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come into existence by virtue of acts or omissions of such director, officer,
employee or agent occurring prior to such amendment or repeal.
ARTICLE XI
AMENDMENTS
These Bylaws may be repealed, altered or amended by the affirmative
vote of the holders of a majority of the stock issued and outstanding and
entitled to vote at any meeting of Stockholders or by resolution duly adopted
by the affirmative vote of not less than a majority of the Directors in office
at any annual or regular meeting of the Board of Directors or at any special
meeting of the Board of Directors if notice of the proposed repeal, alteration
or amendment be contained in the notice of such special meeting, and new Bylaws
may be adopted, at any time only by the Board of Directors.
I, THE UNDERSIGNED, being the Secretary of Citadel Communications
Corporation, DO HEREBY CERTIFY the foregoing to be the Bylaws of the
Corporation, as adopted by the Board of Directors on the 21st of August, 1991.
/s/ Donna L. Heffner
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Donna L. Heffner, Secretary
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AMENDMENT TO THE
BYLAWS
OF
CITADEL COMMUNICATIONS CORPORATION
I, THE UNDERSIGNED, being the Secretary of Citadel
Communications Corporation, DO HEREBY CERTIFY that the Bylaws of the
Corporation were amended on June 30, 1997 as follows:
The following sentence was added to end of Article VIII,
"Dividends": "The Board of Directors may appoint, or authorize any officer or
officers or any committee to appoint, one or more dividend paying agents."
/s/ Donna L. Heffner
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Donna L. Heffner, Secretary