1
EXHIBIT 3.44
BYLAWS
OF
WNJX-TV, INC.*
ARTICLE I
OFFICES
The Corporation may have such offices at such places, both within and
without the State of Delaware, as the Board of Directors from time to time
determines or as the business of the Corporation from time to time requires.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of the stockholders shall
be held at 1:00 p.m. on the 15th day of November (beginning in 1985) if not a
legal holiday, or, if a legal holiday, then on the next secular day following,
or at such other date and time during the month of May and at such place (within
or without the State of Delaware) as is designated from time to time by the
Board of Directors and stated in the notice of the meeting. At each annual
meeting the stockholders shall elect a Board of Directors and shall transact
such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Unless otherwise prescribed by law, the
Certificate of Incorporation or these Bylaws, special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board, if any, or by the President or Secretary upon the written request of a
majority of the total number of directors of the Corporation or of holders
owning not less than one-tenth (1/10) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at any such meeting.
Requests for special meetings shall state the purpose or purposes of the
proposed meeting.
- ----------
* As adopted by the Sole Director on ___________, 198_.
2
Section 3. Notices of Annual and Special Meetings. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, written
notice of any annual or special meeting of the stockholders shall state the
place, date and time thereof and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, and shall be given to each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days prior to the meeting.
Section 4. List of Stockholders. At least ten (10) days (but not more
than sixty (60) days) before any meeting of the stockholders, the officer or
transfer agent in charge of the stock transfer books of the Corporation shall
prepare and make a complete alphabetical list of the stockholders entitled to
vote at such meeting, which list shows the address of each stockholder and the
number of shares registered in the name of each stockholder. The list so
prepared shall be maintained 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, and shall be open to
inspection by any stockholder, for any purpose germane to the meeting, during
ordinary business hours during a period of no less than ten (10) days prior to
the meeting. The list also shall be produced and kept open at the meeting
(during the entire duration thereof) and, except as otherwise provided by law,
may be inspected by any stockholder or proxy of a stockholder who is present in
person at such meeting.
Section 5. Presiding Officers; Order of Business.
(a) Meetings of the stockholders shall be presided over by the
Chairman of the Board, if any, or, if the Chairman is not present (or, if there
is none), by the President, or, if the President is not present, by a Vice
President, or, if a Vice President is not present, by such person who is chosen
by the Board of Directors, or, if none, by a chairperson to be chosen at the
meeting by stockholders present in person or by proxy who own a majority of the
shares of capital stock of the Corporation entitled to vote and represented at
such meeting. The secretary of meetings shall be the Secretary of the
Corporation, or, if the Secretary is not present, an Assistant Secretary, or, if
an Assistant Secretary is not present, such person as may be chosen by the Board
of Directors, or, if none, by such person who is chosen by the Chairperson at
the meeting.
(b) The following order of business, unless otherwise ordered
at the meeting by the chairperson
- 2 -
3
thereof, shall be observed as far as practicable and consistent with the
purposes of the meeting:
(1) Call of the meeting to order.
(2) Presentation of proof of mailing of notice
of the meeting and, if the meeting is a
special meeting, the call thereof.
(3) Presentation of proxies.
(4) Determination and announcement that a quorum
is present.
(5) Reading and approval (or waiver thereof) of
the minutes of the previous meeting.
(6) Reports, if any, of officers.
(7) Election of directors, if the meeting is an
annual meeting or a meeting called for such
purpose.
(8) Consideration of the specific purpose or
purposes for which the meeting has been
called (other than the election of
directors).
(9) Transaction of such other business as may
properly come before the meeting.
(10) Adjournment.
Section 6. Quorum; Adjournments.
(a) The holders of a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote at any given
meeting present in person or by proxy shall be necessary to and shall constitute
a quorum for the transaction of business at all meetings of the stockholders,
except as otherwise provided by law or by the Certificate of Incorporation.
(b) If a quorum is not present in person or by proxy at any
meeting of stockholders, the stockholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the meeting from time to
- 3 -
4
time, without notice of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, until a quorum is
present in person or by proxy.
(c) Even if a quorum is present in person or by proxy at any
meeting of the stockholders, the stockholders entitled to vote thereat present
in person or by proxy shall have the power to adjourn the meeting from time to
time for good cause, without notice of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken,
until a date which is not more than thirty (30) days after the date of the
original meeting.
(d) Any business which might have been transacted at a meeting
as originally called may be transacted at any meeting held after adjournment as
provided in this Section 6 at which reconvened meeting a quorum is present in
person or by proxy. Anything in paragraph (b) of this Section 6 to the contrary
notwithstanding, if an adjournment is for more than thirty (30) days, or if
after an adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote thereat.
Section 7. Voting.
(a) At any meeting of stockholders every stockholder having
the right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law or by the Certificate of Incorporation, each
stockholder of record shall be entitled to one vote (on each matter submitted to
a vote) for each share of capital stock registered in his, her or its name on
the books of the Corporation.
(b) All elections of directors, and except as otherwise
provided by law or by the Certificate of Incorporation, all other matters, shall
be determined by a vote of a majority of the shares present in person or
represented by proxy and voting on such other matters.
Section 8. Action by Consent. Any action required or permitted to be
taken at any meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent setting forth the action so taken,
shall be 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
- 4 -
5
voted. All written consents shall be filed with the minutes of the meetings of
the stockholders.
ARTICLE III
DIRECTORS
Section 1. General Powers; Number; Tenure. The business and affairs of
the Corporation shall be managed under the direction of its Board of Directors,
which may exercise all powers of the Corporation and perform or authorize the
performance of all lawful acts and things which are not by law, the Certificate
of Incorporation or these Bylaws directed or required to be exercised or
performed by the stockholders. The number of directors of the Corporation shall
be not less than one (1) nor more than seven (7); such number to be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders (except as
otherwise provided in Section 2 of this Article III), and each director elected
shall hold office until the next succeeding annual meeting of the stockholders
or until his successor has been elected and has qualified. Directors need not be
stockholders nor residents of the State of Delaware.
Section 2. Vacancies. Vacancies and newly created directorships may be
filled by a majority of the directors then in office, although less than a
quorum, or by the sole remaining director. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have 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 until the next annual meeting of the stockholders or until his successor
has been elected and has qualified.
Section 3. Removal; Resignation.
(a) Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, at any meeting of the stockholders called
expressly for such purpose any director may be removed, with or without cause,
by a vote of stockholders holding a majority of the shares issued and
outstanding and entitled to vote at an election of directors.
(b) Any director may resign at any time by giving written
notice to the Board of Directors, the Chairman
- 5 -
6
of the Board, the President, or the Secretary of the Corporation. Unless
otherwise specified in such written notice, a resignation shall take effect upon
delivery thereof to the Board of Directors or the designated officer. A
resignation need not be accepted in order for it to be effective.
Section 4. Place of Meetings. The Board of Directors may hold both
regular and special meetings either within or without the State of Delaware, at
such place as the Board from time to time deems advisable.
Section 5. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held as soon as is practicable (but in no event more
than ten (10) days) following the annual meeting of stockholders, and no notice
to the newly elected directors of such meeting shall be necessary for such
meeting to be lawful, provided a quorum is present thereat.
Section 6. Regular Meetings. Additional regular meetings of the Board
of Directors may be held without notice, at such time and place as from time to
time may be determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President or by any two (2)
directors upon two (2) days' notice to each director if such notice is delivered
personally or sent by telegram, or upon five (5) days' notice if sent by mail.
Section 8. Quorum; Adjournments. A majority of the number of directors
then in office shall constitute a quorum for the transaction of business at each
and every meeting of the Board of Directors, and the act 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, except as may otherwise specifically be provided by
law, the Certificate of Incorporation or these Bylaws. If a quorum is not
present at any meeting of the Board of Directors, the directors present may
adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum is present.
Section 9. Compensation. Directors shall be entitled to such
compensation for their services as directors as from time to time may be fixed
by the Board of Directors and in any event shall be entitled to reimbursement of
all reasonable expenses incurred by them in attending directors' meetings. Any
director may waive compensation for any meeting.
- 6 -
7
No director who receives compensation as a director shall be barred from serving
the Corporation in any other capacity or from receiving compensation and
reimbursement of reasonable expenses for any or all such other services.
Section 10. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting
and without prior notice if a written consent in lieu of such meeting which sets
forth the action so taken is signed either before or after such action by all
directors. All written consents shall be filed with the minutes of the Board's
proceedings.
Section 11. Meetings by Telephone or Similar Communications. The Board
of Directors may participate in meetings by means of conference telephone or
similar communications equipment, whereby all directors participating in the
meeting can hear each other at the same time, and participation in any such
meeting shall constitute presence in person by such director at such meeting. A
written record shall be made of all actions taken at any meeting conducted by
means of a conference telephone or similar communications equipment.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee.
(a) By resolution duly adopted by a majority of the whole
Board, the Board of Directors may designate two or more directors to constitute
an Executive Committee. One of such directors shall be designated as Chairman of
the Executive Committee. Each member of the Executive Committee shall continue
as a member thereof until the expiration of his term as a director, or until his
earlier resignation from the Executive Committee, in either case unless sooner
removed as a member of the Executive Committee or as a director by any means
authorized by these Bylaws.
(b) The Executive Committee shall have and may exercise all of
the rights, powers and authority of the Board of Directors, except as expressly
limited by the General Corporation Law of the State of Delaware, as amended from
time to time.
(c) The Executive Committee shall fix its own rules of
procedure and shall meet at such times and at such place or places as may be
provided by its rules. The
- 7 -
8
Chairman of the Executive Committee, or, in the absence of a Chairman a member
of the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee shall act as Secretary. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the affirmative vote of a majority of the members thereof shall be required
for any action of the Executive Committee. The Executive Committee shall keep
minutes of its meetings and deliver such minutes to the Board of Directors.
Section 2. Other Committees. The Board of Directors, by resolution duly
adopted by a majority of directors at a meeting at which a quorum is present,
may appoint such other committee or committees as it shall deem advisable and
with such limited authority as the Board of Directors shall from time to time
determine.
Section 3. Other Provisions Regarding Committees.
(a) The Board of Directors shall have the power at any time to
fill vacancies in, change the membership of, or discharge any committee.
(b) Members of any committee shall be entitled to such
compensation for their services as such as from time to time may be fixed by the
Board of Directors and in any event shall be entitled to reimbursement of all
reasonable expenses incurred in attending committee meetings. Any member of a
committee may waive compensation for any meeting. No committee member who
receives compensation as a member of any one or more committees shall be barred
from serving the Corporation in any other capacity or from receiving
compensation and reimbursement of reasonable expenses for any or all such other
services.
(c) Unless prohibited by law, the provisions of Section 10
("Action by Consent") and Section 11 ("Meetings by Telephone or Similar
Communications") of Article III shall apply to all committees from time to time
created by the Board of Directors.
ARTICLE V
OFFICERS
Section 1. Positions. The officers of the Corporation shall be chosen
by the Board of Directors and shall
- 8 -
9
consist of a President, one or more Vice Presidents (if and to the extent
required by law or if not required, if the Board of Directors from time to time
appoints a Vice President or Vice Presidents), a Secretary and a Treasurer. The
Board of Directors also may choose a Chairman of the Board, one or more
Assistant Secretaries and/or Assistant Treasurers and such other officers and/or
agents as the Board from time to time deems necessary or appropriate. The Board
of Directors may delegate to the President of the Corporation the authority to
appoint any officer or agent of the Corporation and to fill a vacancy other than
the Chairman of the Board, President, Secretary or Treasurer. The election or
appointment of any officer of the Corporation in itself shall not create
contract rights for any such officer. All officers of the Corporation shall
exercise such powers and perform such duties as from time to time shall be
determined by the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Secretary and of President and
Vice President.
Section 2. Term of Office; Removal. Each officer of the Corporation
shall hold office at the pleasure of the Board and any officer may be removed,
with or without cause, at any time by the affirmative vote of a majority of the
directors then in office, provided that any officer appointed by the President
pursuant to authority delegated to the President by the Board of Directors may
be removed, with or without cause, at any time whenever the President in his or
her absolute discretion shall consider that the best interests of the
Corporation shall be served by such removal. Removal of an officer by the Board
or by the President, as the case may be, shall not prejudice the contract
rights, if any, of the person so removed. Vacancies (however caused) in any
office may be filled for the unexpired portion of the term by the Board of
Directors (or by the President in the case of a vacancy occurring in an office
to which the President has been delegated the authority to make appointments)
Section 3. Compensation. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving a salary by reason of the fact that he
also receives from the Corporation compensation in any other capacity.
Section 4. Chairman of the Board. The Chairman of the Board (if the
Board of Directors so deems advisable and selects one) shall be an officer of
the Corporation and, subject to the direction of the Board of Directors, shall
- 9 -
10
perform such executive, supervisory and management functions and duties as from
time to time may be assigned to him or her by the Board. The Chairman of the
Board, if present, shall preside at all meetings of the stockholders and all
meetings of the Board of Directors.
Section 5. President. The President shall be the chief executive
officer of the Corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs and property of
the Corporation and general supervision over its other officers and agents. In
general, the President shall perform all duties incident to the office of
President of a stock corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. Unless otherwise prescribed
by the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of security
holders of other corporations in which the Corporation may hold securities. At
any such meeting the President shall possess and may exercise any and all rights
and powers incident to the ownership of such securities which the Corporation
possesses and has the power to exercise. The Board of Directors from time to
time may confer like powers upon any other person or persons.
Section 6. Vice Presidents. In the absence or disability of the
President, the Vice President, if any (or in the event there is more than one,
the Vice Presidents in the order designated, or in the absence of any
designation, in the order of their election), shall perform the duties and
exercise the powers of the President. The Vice President(s) also generally shall
assist the President and shall perform such other duties and have such other
powers as from time to time may be prescribed by the Board of Directors.
Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and shall record all votes and the
proceedings of all meetings in a book to be kept for such purposes. The
Secretary also shall perform like duties for the Executive Committee or other
committees, if required by any such committee. The Secretary shall give (or
cause to be given) notice of all meetings of the stockholders and all special
meetings of the Board of Directors and shall perform such other duties as from
time to time may be prescribed by the Board of Directors, the Chairman of the
Board or the President. The Secretary shall have custody of the seal of the
Corporation, shall have authority (as shall any Assistant Secretary) to affix
the same to any instrument requiring it, and to attest the
- 10 -
11
seal by his or her signature. The Board of Directors may give general authority
to officers other than the Secretary or any Assistant Secretary to affix the
seal of the Corporation and to attest the affixing thereof by his or her
signature.
Section 8. Assistant Secretary. The Assistant Secretary, if any (or in
the event there is more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the Secretary, shall perform the
duties and exercise the powers of the Secretary. The Assistant Secretary(ies)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board of Directors.
Section 9. Treasurer. The Treasurer shall have the custody of the
corporate funds, securities, other similar valuable effects, and evidences of
indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as from time to time may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors from time to time and shall
render to the Chairman of the Board, the President and the Board of Directors,
at regular meetings of the Board or whenever any of them may so require, an
account of all transactions and of the financial condition of the Corporation.
Section 10. Assistant Treasurer. The Assistant Treasurer, if any (or in
the event there is more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer. The Assistant Treasurer(s)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board of Directors.
ARTICLE VI
NOTICES
Section 1. Form; Delivery. Any notice required or permitted to be given
to any director, officer, stockholder or committee member shall be given in
writing, either personally or by first-class mail with postage prepaid, in
either
- 11 -
12
case addressed to the recipient at his or her address as it appears in the
records of the Corporation. Personally delivered notices shall be deemed to be
given at the time they are delivered at the address of the named recipient as it
appears in the records of the Corporation, and mailed notices shall be deemed to
be given at the time they are deposited in the United States mail. Notice to a
director also may be given by telegram sent to his address as it appears on the
records of the Corporation and shall be deemed given at the time delivered at
such address.
Section 2. Waiver; Effect of Attendance. Whenever any notice is
required to be given by law, the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be the equivalent of the
giving of such notice. In addition, any stockholder who attends a meeting of
stockholders in person, or who is represented at such meeting by a proxy, or any
director or committee member who attends a meeting of the Board of Directors or
a committee thereof shall be deemed to have had timely and proper notice of the
meeting, unless such stockholder (or his or her proxy) or director or committee
member attends for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.
ARTICLE VII
INDEMNIFICATION AND EXCULPATION; TRANSACTIONS WITH AFFILIATED PERSONS
Section 1. Indemnification and Exculpation. Reference is hereby made to
Section 145 of the General Corporation Law of the State of Delaware (or any
successor provision thereto). The Corporation shall indemnify each person who
may be indemnified (the "Indemnitees") pursuant to such section, to the full
extent permitted thereby. In each and every situation where the Corporation may
do so under such section, the Corporation hereby obligates itself to so
indemnify the Indemnitees, and in each case, if any, where the Corporation must
make certain investigations on a case-by-case basis prior to indemnification,
the Corporation hereby obligates itself to pursue such investigations
diligently, it being the specific intention of these Bylaws to obligate the
Corporation to indemnify each person whom it may indemnify to the fullest extent
permitted by law at any time and from time to time. To the extent not prohibited
by Section 145 of the General Corporation Law of the State of
- 12 -
13
Delaware (or any other provision of the General Corporation Law of the State of
Delaware), the Indemnitees shall not be liable to the Corporation except for
their own individual willful misconduct or actions taken in bad faith.
Section 2. Common or Interested Officers and Directors. The officers
and directors shall exercise their powers and duties in good faith and with a
view to the best interests of the Corporation. No contract or other transaction
between the Corporation and one or more of its officers or directors, or between
the Corporation and any corporation, firm, association, or other entity in which
one or more of the officers or directors of the Corporation are officers or
directors, or are pecuniarily or otherwise interested, shall be either void or
voidable because of such common directorate, officership or interest, because
such officers or directors are present at the meeting of the Board of Directors
or any committee thereof which authorizes, approves or ratifies the contract or
transaction, or because his, her or their votes are counted for such purpose, if
(unless otherwise prohibited by law) any of the conditions specified in the
following paragraphs exist:
(a) the material facts of the common directorate or interest
or contract or transaction are disclosed or known to the Board of Directors or
committee thereof and the Board or committee authorizes or ratifies such
contract or transaction in good faith by the affirmative vote of a majority of
the disinterested directors, even though the number of such disinterested
directors may be less than a quorum; or
(b) the material facts of the common directorate or interest
or contract or transaction are disclosed or known to the stockholders entitled
to vote thereon and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
(c) the contract or transaction is fair and commercially
reasonable to the Corporation at the time it is authorized, approved or ratified
by the Board, a committee thereof, or the stockholders, as the case may be.
Common or interested directors may be counted in determining whether a
quorum is present at any meeting of the Board of Directors or committee thereof
which authorizes, approves or ratifies any contract or transaction, and may vote
thereat to authorize any contract or transaction with like force and effect as
if he, she or they were not such
- 13 -
14
officers or directors of such other corporation or were not so interested.
ARTICLE VIII
STOCK CERTIFICATES
Section 1. Form; Signatures. Each stockholder who has fully paid for
any stock of the Corporation shall be entitled to receive a certificate
representing such shares, and such certificate shall be signed by the Chairman
of the Board (if any) or the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. Signatures on the certificate may be facsimile, in the manner
prescribed by law. Each certificate shall exhibit on its face the number and
class (and series, if any) of the shares it represents. Each certificate also
shall state upon its face the name of the person to whom it is issued and that
the Corporation is organized under the laws of the State of Delaware. Each
certificate may (but need not) be sealed with the seal of the Corporation or
facsimile thereof. In the event any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate ceases to
be such officer, transfer agent or registrar before the certificate is issued,
the certificate nevertheless may be issued by the Corporation with the same
effect as if such person were such officer at the date of issue of the
certificate. All stock certificates representing shares of capital stock which
are subject to restrictions on transfer or to other restrictions may have
imprinted thereon a notation of such restriction.
Section 2. Registration of Transfer. Upon surrender to the Corporation
or to any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation, or its transfer agent, shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon the Corporation's books.
Section 3. Registered Stockholders. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person who is registered on its books as the owner of shares of it's capital
stock to receive dividends or other distributions (to the extent otherwise
distributable or distributed), to vote (in the case of voting stock) as such
owner, and to hold liable for calls and assessments a person who is registered
on its
- 14 -
15
books as the owner of shares of its capital stock. The Corporation shall not be
bound to recognize any equitable or legal claim to or interest in such shares on
the part of any other person. The Corporation (or its transfer agent) shall not
be required to send notices or dividends to a name or address other than the
name or address of the stockholders appearing on the stock ledger maintained by
the Corporation (or by the transfer agent or registrar, if any), unless any
such stockholder shall have notified the Corporation (or the transfer agent or
registrar, if any), in writing, of another name or address at least ten (10)
days prior to the mailing of such notice or dividend.
Section 4. Record Date. In order that the Corporation may determine the
stockholders of record who are entitled (i) to notice of or to vote at any
meeting of stockholders or any adjournment thereof, (ii) to express written
consent to corporate action in lieu of a meeting, (iii) to receive payment of
any dividend or other distribution, or (iv) to allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock
for the purpose of any other lawful action or in order that the Corporation may
make a determination of the stockholders of record for any other lawful purpose,
the Board of Directors, in advance, may fix a date as the record date for any
such determination. Such date shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to the date of any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of the stockholders shall
apply to any adjournment of the meeting taken pursuant to Section 6 of Article
II; provided, however, that the Board of Directors, in its discretion, may fix a
new record date for the adjourned meeting.
Section 5. Lost, Stolen or Destroyed Certificate. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors, in its discretion, may
require as a condition precedent to issuance that the owner of such lost, stolen
or destroyed certificate, or his or her legal representative, advertise the same
in such manner as the Board shall require and/or to give the Corporation a bond
in such sum, or other security in such form, as the Board may direct, as
indemnity against any claim that may be made against the
- 15 -
16
Corporation with respect to the certificate claimed to have been lost, stolen or
destroyed.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Subject to the General Corporation Law of the
State of Delaware and to any provisions of the Certificate of Incorporation
relating to dividends, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors at any annual, regular or
special meeting and may be paid in cash, in property or in shares of the
Corporation's capital stock.
Section 2. Reserves. The Board of Directors, in its sole discretion,
may fix a sum which may be set aside or reserved over and above the paid-in
capital of the Corporation for working capital or as a reserve for any proper
purpose, and from time to time may increase, diminish or vary such fund or
funds.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "State of Delaware."
Section 5. Amendment of the Bylaws. To the extent not prohibited by
law, the Board of Directors shall have the power to make, alter and repeal these
Bylaws, and to adopt new bylaws, in all cases by an affirmative vote of a
majority of the whole Board, provided that notice of the proposal to make, alter
or repeal these Bylaws, or to adopt new bylaws, is included in the notice of the
meeting of the Board of Directors at which such action takes place.
- 16 -