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EXHIBIT 3.53
BY-LAWS
of
RIVERSIDE BROADCASTING CO., INC.
(A Delaware Corporation)
Article I - Offices
Section 1. The office of the Corporation shall be located in New York
City.
Section 2. The Corporation may also have offices at such other places
as the Board of Directors from time to time determine or the business may
require.
Article II - Stock
Section 1. Transfers of stock shall be made only upon the books of the
Corporation, and before a new certificate is issued the old certificate must be
surrendered for cancellation.
Article III - Stockholders
Section 1. The Annual Meeting of the stockholders shall be held on the
third Tuesday in May of each year, unless such day shall be a legal holiday, in
which event the Annual Meeting shall be held on the next succeeding day which is
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not a legal holiday. The Annual Meeting shall be held in New York City, or at
such place as may be designated by the Board of Directors.
Section 2. Special Meetings of the stockholders may be called at the
principal office of the Corporation or at such place as may be designated by the
Board of Directors at any time by action of said Board or upon written request
of stockholders holding one-fourth of the stock then outstanding entitled to
vote.
Section 3. Notice of Meetings, written or printed, for every regular or
special meeting of the stockholders, shall be prepared and mailed to the last
known post office address of each stockholder not less than ten days before any
such meeting. Unless otherwise directed by the Board of Directors, no Notice of
Meeting, regular or special, need state the object or objects thereof.
Section 4. A quorum at any meeting of the stockholders shall consist of
those persons representing in person or by proxy not less than a majority of the
voting stock of the Corporation.
Section 5. All elections and all other questions shall be decided by a
majority of the voting stock represented at the meeting, except as otherwise
provided
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by statute or the Certificate of Incorporation. The Election of Directors shall
be held at the annual meeting of stockholders.
Article IV - Directors
Section 1. The Business and Property of the Corporation shall be
managed by a Board of not less than three nor more than nine Directors,
hereinafter termed the Board. Directors shall be at least twenty-one years of
age and need not be residents of the State of Delaware nor New York, nor
stockholders of the Corporation. The Directors shall be elected annually, and
shall hold office until their successors are elected and qualify. Any vacancies
may be filled by the Board for the unexpired terms. Directors may receive
compensation for their services in such amounts and under such conditions as the
Board may from time to time determine.
Section 2. The Regular Meetings of the Board shall be held without
further notice in New York City at such times as the Board of Directors may
provide by resolution. It is provided, however, that a regular meeting shall be
held each year immediately after the Annual Meeting of the stockholders.
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Section 3. Special Meetings of the Board may be called at any time by
the President or by any two members of the Board, or may be held at any time and
place, without notice, by unanimous written consent of all the members, or by
the presence of all members at such a meeting.
Section 4. Notices of Special Meetings shall be mailed by the secretary
to each member of the Board not less than three days before such meeting, and
shall state the purpose thereof. No notice to or waiver by any Director with
respect to any special meeting shall be required if such director shall be
present at said meeting.
Section 5. One-third of the entire Board shall constitute a quorum at
any meeting of the Board except upon questions relating to the removal of an
officer. A majority of the members present shall decide any questions that come
before the meeting, except that the removal of an officer shall require the
affirmative vote of a majority of the entire Board.
Section 6. Officers of the Corporation shall be elected by ballot by
the Board at its first meeting after the election of Directors each year. An
officer may be removed at any time by majority vote of all the Directors
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with or without cause at any meeting of the Board, provided that no such removal
can be made at such meeting unless the notice thereof specifies such removal as
one of the matters which will be brought up for consideration at said meeting.
If any office becomes vacant or a new office is created during the year, the
Board shall fill the same for the unexpired term. The Board shall have the power
to engage such employees as it desires, and to fix the compensation of the
officers and employees of the Corporation, or it may delegate these powers to
individuals if it desires.
Article V - Officers
Section 1. The officers of the Corporation shall be a President, one or
more Vice Presidents, a Treasurer and a Secretary. The Board may also designate
Assistant Secretaries and Assistant Treasurers. The President shall be a
Director. No other officers need be Directors. The number of Vice Presidents
shall be determined by the Board. The officers shall be elected annually, and
shall hold office until their successors are elected and qualify.
Section 2. Each officer shall perform the duties and exercise the
powers usually incident to his
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office and such other duties as may be assigned to him by the Board.
Article VI - Indemnification
Section 1. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, disabilities, or other matters referred to
in or covered by said section.
Article VII - Dividends and Finance
Section 1. Dividends shall be declared only from the surplus profits at
such times as the Board shall direct, and no dividend shall be declared that
will impair the capital of the Corporation.
Section 2. The moneys of the Corporation shall be deposited in the name
of the Corporation in such bank or banks as the Board shall designate, and shall
be drawn out only by check signed by such person or persons as the Board may
designate.
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Article VIII - Corporate Seal
Section 1. The Corporate Seal shall have inscribed thereon the name of
the Corporation, the year of incorporation, and the words, "Corporate Seal
Delaware" and such seal, as impressed on the margin hereof, is adopted as the
Corporate Seal of the Corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
Article IX - Amendments
Section 1. These By-Laws may be amended, repealed or altered, in whole
or in part, by a majority vote of the entire outstanding stock of the
Corporation, at any regular meeting of the stockholders, or at any special
meeting where such action has been announced in the call and notice of such
meeting.
Section 2. The Board of Directors may amend the By-Laws by a majority
vote of the entire Board but shall not repeal any By-Laws made by the
stockholders of this Corporation.
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TO THE BOARD OF DIRECTORS OF
RIVERSIDE BROADCASTING CO., INC.
The undersigned hereby resign as Riverside Broadcasting Co., Inc.
effective immediately.
Dated: March 12, 1971
/s/ EDWIN DEANE LEONARD
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Edwin Deane Leonard
/s/ JEFFREY SMALL
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Jeffrey Small
/s/ LAWRENCE UHLICK
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Lawrence Uhlick