Exhibit 3.42
BY-LAWS
OF
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
ARTICLE I - OFFICES
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The office of the Corporation shall be located in the City and State
designated in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the United States as the
Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
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Section 1 - Annual Meetings:
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The annual meeting of the stockholders of the Corporation shall be held
within five months after the close of the fiscal year of the Corporation, for
the purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
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Special meetings of the stockholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten percent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Delaware General Corporation Law.
Section 3 - Place of Meetings:
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All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
Section 4 - Notice of Meetings:
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1. Except as otherwise provided by statute, written notice of each meeting
of stockholders, whether annual or special, stating the time when and place
where it is to be held, shall be served either personally or by mail, not less
than ten or more than sixty days before the meeting, upon each shareholder of
record entitled to vote at such meeting, and to any other shareholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the
address designated in such request. Notice of any meeting need not be given to
any person who may become a shareholder of record after the mailing of such
notice and prior to the meeting, or to any shareholder who attends such meeting,
in person or by proxy, or to any shareholder who, in person or by proxy, submits
a signed waiver of notice either before or after such meeting. Notice of any
adjourned meeting of stockholders need not be given, unless otherwise required
by statute.
Section 5 - Quorum:
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2. Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of stockholders of the Corporation, the presence at the
commencement in person or by proxy of stockholders holding of record a majority
of the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting. Despite the absence of a
quorum at any annual or special meeting of stockholders, the stockholders, by a
majority of the votes cast by the holders of shares entitled to vote thereon,
may adjourn the meeting. At any such adjourned meeting at which a quorum is
present, any business may be transacted at the meeting as originally called if a
quorum had been present.
Section 6 - Voting:
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3. Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereon. Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the Corporation entitled to vote thereat shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
Each shareholder entitled to vote or to express consent or dissent without a
meeting may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the person executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited
to the Secretary at the meeting and shall be filed with the records of the
Corporation. (d) Any resolution in writing, signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, shall be and constitute action
by such stockholders to the effect therein expressed, with the same force and
effect as if the same had been duly passed at a duly called meeting of
stockholders and such resolution so signed shall be inserted in the Minute Book
of the Corporation under its proper date.
ARTICLE III - BOARD OF DIRECTORS
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Section 1 - Number, Election and Term of Office:
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4. The number of the directors of the Corporation shall be two (2), unless
and until otherwise determined by vote of a majority of the entire Board of
Directors. Except as may otherwise be provided or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be stockholders, shall be elected by a majority of the votes cast at a
meeting of stockholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election. Each director shall hold office until
the annual meeting of the stockholders next succeeding his election, and until
his successor is elected and qualified, or until his prior death, resignation or
removal.
Section 2 - Duties and Powers:
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The Board of Directors shall be responsible for the control and management
of the affairs, property and interest of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the stockholders.
Section 3 - Annual and Regular Meetings; Notice:
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5. A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
such annual meeting of stockholders. The Board of Directors, from time to time,
may provide by resolution for the holding of other regular meetings of the Board
of Directors, and may fix the time and place thereof. Notice of any regular
meeting of the Board of Directors shall not be required to be given and, if
given, need not specify the purpose of the meeting; provided, however, that in
case the Board of Directors shall fix or change the time or place of any regular
meeting, notice of such action shall be given to each director who shall not
have been present at the meeting at which such action was taken within the time
limited, and in the manner set forth in paragraph (b) Section 4 of this Article
III, with respect to special meetings, unless such notice shall be waived in the
manner set forth in paragraph (c) of such Section 4.
Section 4 - Special Meetings; Notice:
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6. Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place as
may be specified in the respective notices or waivers of notice thereof. Except
as otherwise required by statute, notice of special meetings shall be mailed
directly to each director, addressed to him at his residence or usual place of
business, at least two (2) days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegram, radio or cable, or
shall be delivered to him personally or given to him orally, not later than the
day before the day on which the meeting is to be held. A notice, or waiver of
notice, except as required by Section 8 of this Article III, need not specify
the purpose of the meeting. Notice of any special meeting shall not be required
to be given to any director who shall attend such meeting without protesting
prior thereto or at its commencement, the lack of notice to him, or who submits
a signed waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.
Section 5 - Chairman:
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At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he shall
be absent, then the President shall preside, and in his absence, a Chairman
chosen by the directors shall preside.
Section 6 - Quorum and Adjournments:
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7. At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws. A majority of the directors
present at the time and place of any regular or special meeting, although less
than a quorum, may adjourn the same from time to time without notice, until a
quorum shall be present.
Section 7 - Manner of Acting:
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8. At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold. Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized, in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation shall be
the act of the Boar of Directors with the same force and effect if the same had
been passed by unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
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Any vacancy in the Board of Directors occurring by reason of any increase
in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a director
by the stockholders shall be filled by the stockholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9 - Resignation:
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Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors of such offer, and the acceptance
of such resignation shall not be necessary to make it effective.
Section 10 - Removal:
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Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least a
majority of the outstanding shares of the Corporation at a special meeting of
the stockholders called for that purpose, and may be removed for cause by action
of the Board.
Section 11 - Salary:
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No stated salary shall be paid to directors as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 12 - Contracts:
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9. No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors. Any director, personally and
individually, may be a party to or may be interested in any contract or
transaction of this Corporation, and no director shall be liable in any way by
reason of such interest, provided that the fact of such interest be disclosed or
made known to the Board of Directors, and provided that the Board of Directors
shall authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
Section 13 - Committees:
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The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they may
deem desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
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Section 1 - Number, Qualifications, Election of Office:
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10. The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including without limitation a
Chairman of the Board of Directors and one or more Vice Presidents, as the Board
of Directors may from time to time deem advisable. Any officer other than the
Chairman of the Board of Directors may be, but is not required to be, a director
of the Corporation. Any two or more offices may be held by the same person.
The officers of the Corporation shall be elected by the Board of Directors at
the regular annual meeting of the Board following the annual meeting of
stockholders. Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election, and until his successor shall
have been elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
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Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
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Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
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A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
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Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-Laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The Chairman of the Board, if any, or in lieu thereof,
the President, shall be the chief executive officer of the Corporation.
Section 6 - Sureties and Bonds:
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In case the Board of Directors shall so require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all property,
funds or securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
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Whenever the Corporation is the holder of shares of any other Corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at stockholders meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on behalf of the
Corporation by the Chairman of the Board, if any, the President, any Vice
President, or such other person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
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Section 1 - Certificate of Stock:
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11. The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holder's name and the
number of shares, and shall be signed by (i) the Chairman of the Board, if any,
or the President or a Vice President, and (ii) the Secretary or Treasurer, or
any Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.
No certificate representing shares shall be issued until the full amount
of consideration therefore has been paid, except as otherwise permitted by law.
To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holding; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.
Section 2 - Lost or Destroyed Certificates:
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The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.
Section 3 - Transfer of Shares:
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12. Transfers of shares of the Corporation shall be made on the share
records of the Corporation only to the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares, with an assignment or power of
transfer endorsed thereon of the authenticity of the signature and of authority
to transfer and of payment of transfer taxes as the Corporation or its agents
may require. The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, 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 expressly provided by law.
Section 4 - Record Date:
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In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty days, nor less than
ten days, as record date for the determination of stockholders entitled to
receive notice of, or to vote at, any meeting of
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stockholders, or to consent to any proposal without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of determining
stockholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which the meeting is held; the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of or to vote
at any meeting of stockholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
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Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or times
as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
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The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
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The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
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Section 1 - By Stockholders:
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All by-laws of the Corporation shall be subject to alteration or repeal,
and new by-laws may be made, by the affirmative vote of stockholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
stockholders, provided that the notice or waiver of notice of such meeting shall
have summarized or set forth in full therein, the proposed amendment.
Section 2 - By Directors:
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The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the stockholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of stockholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in
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the Board resulting from the removal by the stockholders. If any by-law
regulating an impending election of directors is adopted, amended or repealed by
the Board of Directors, there shall be set forth in the notice of the next
meeting of stockholders for the election of directors, the by-laws so adopted,
amended or repealed, together with a concise statement of the change made.
ARTICLE X-- INDEMNITY
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The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate 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.
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