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Exhibit 3(ii)(b)
BYLAWS
OF
CITADEL LICENSE, INC.
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 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.
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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 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 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
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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 of 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.
Except as otherwise provided in the Certificate of Incorporation, 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
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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 any 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 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
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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.
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
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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 participating 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.
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
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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.
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
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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 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.
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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, 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
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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 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
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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.
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
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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
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.
The 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 of 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.
Transfers 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
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 agents and one or
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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 Certificate of Incorporation and 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 manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, 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.
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
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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.
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.
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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; such 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 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
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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 License, Inc., DO HEREBY
CERTIFY the foregoing to be the Bylaws of the Corporation, as adopted by the
Board of Directors on the 6th day of September, 1996.
/s/ Donna L. Heffner
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Donna L. Heffner, Secretary
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