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EXHIBIT 3.97
SECOND AMENDMENT TO THE BYLAWS
OF
NEVADA OUTDOOR SYSTEMS, INC.
Pursuant to Stockholders' Action by Written Consent dated the 11 day of
June 1996 and Section 1 of Article VIII of the Bylaws of Nevada Outdoor
Systems, Inc. (the "Company"), the Stockholders of the Company have hereby
amended Section 4 of Article II of the Company's Bylaws such that it read in
full as follows:
"SECTION 4. At the time and place of the First Meeting of the
stockholders of the Corporation, the election of the Board of Directors shall
take place at a joint meeting of the Stockholders and Board of Directors, which
constitute the First Minutes of the Corporation.
Regular meetings of the Board of Directors shall be held at the office
of the company in the City of Las Vegas, County of Clark, State of Nevada as
often as necessary. Notice of such regular meetings shall be mailed to each
Director by the Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if such notice is
not given, provided the meeting is held at the time and place fixed by these
By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of
the President or Secretary upon 18 hours prior notice to the members of the
Board of Directors, and such notice may be made via telefacsimile.
Any meeting of the Board, no matter where held, at which all of the
members shall be present, even though without or of which notice shall have
been waived by all absentees, provided a quorum shall be present, shall be
valid for all purposes unless otherwise indicated in the notice calling the
meeting or in the waiver of notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special".
IN WITNESS WHEREOF, the undersigned on behalf of the Company has
executed this First Amendment to Bylaws this 11 day of June, 1996.
/s/ Robert S. Laizure
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Robert S. Laizure, President
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BY-LAWS
OF
NEVADA OUTDOOR SYSTEMS, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company shall
be held at its office in the City of Las Vegas, Clark County, Nevada at 10:00
o'clock a.m. in the offices of Marc C. Gordon, Esq., on the 1st day of February
of each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing directors of the
company to serve during the ensuing year and for the transaction of such other
business as may be brought before the meeting.
At least ten (10) days' written notice specifying the time and place, when
and where, the annual meeting shall be convened, shall be mailed in a United
States Post Office addressed to each of the stockholders of record at the time
of issuing the notice at his or her, or its address last known, as the same
appears on the books of the company.
SECTION 2. Special meetings of the stockholders may be held at the
office of the company in the State of Nevada, or elsewhere, whenever called by
the President, or by the Board of Directors, or by vote of, or by an instrument
in writing signed by the holders of at least a majority of the issued and
outstanding capital stock of the company. At least ten days' written notice of
such meeting, specifying the day and hour and place, when and where such
meeting shall be convened, and objects for calling the same, shall be mailed in
a United States Post Office, addressed to each of the stockholders of record at
the time of issuing the notice, at his or her or its address last known, as the
same appears on the books of the company.
SECTION 3. If all the stockholders of the company shall waive notice
of a meeting, no notice of such meeting shall be required, and whenever all of
the stockholders shall meet in person or by proxy, such meeting shall be valid
for all purposes without call or notice, and at such meeting any corporate
action may be taken.
The written certificate of the officer or officers calling any meeting
setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses
to which the same were
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mailed, shall be prima facie evidence of the manner and fact of the calling and
giving such notice.
If the address of any stockholder does not appear upon the books of the
company, it will be sufficient to address any notice to such stockholder at the
principal office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders
of the company, may be transacted at any special meeting or at any adjournment
thereof. Only such business, however, shall be acted upon at special meeting of
the stockholders as shall have been referred to in the notice calling such
meetings, but at any stockholders' meeting at which all of the outstanding
capital stock of the company is represented, either in person or by proxy, any
lawful business may be transacted, and such meeting shall be valid for all
purposes.
SECTION 5. At the stockholders' meetings the holders of a majority
percentage of the entire issued and outstanding capital stock of the company,
shall constitute a quorum for all purposes of such meetings.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these By-Laws for any annual meeting, or fixed by a notice as above provided
for a special meeting, a majority in interest of the stockholders present in
person or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.
SECTION 6. At such meeting of the stockholders every stockholder shall
be entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the corporation, ten days
preceding the day of such meeting. The votes for directors, and upon demand by
any stockholder, the votes upon any question before the meeting, shall be by
viva voce.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the company, shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting is to be held, and for
ten days prior thereto. Only the persons in whose names shares of stock are
registered on the books of the company for ten days preceding the date of such
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meeting, as evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and power of attorney to vote must be filed with the
Secretary of the company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
SECTION 7. At each meeting of the stockholders, the polls shall be
opened and closed; the proxies and ballots issued, received, and be taken charge
of, for the purpose of the meeting, and all questions touching the
qualifications of voters and the validity of proxies, and the acceptance or
rejection of votes, shall be decided by two inspectors. Such inspectors shall be
appointed at the meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of
business shall be as follows:
1. Reading and approval of the Minutes of previous meeting or
meetings;
2. Reports of the Board of Directors, President, Treasurer and
Secretary of the company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of
one-seven person(s) who shall be chosen by the stockholders annually, at the
annual meeting of the Company, and who shall hold office for one year, and until
their successors are elected and qualify. A number of Directors serving on the
Board in any given year shall be determined by the Stockholders at the annual
meeting of the Company.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any regular
or special meeting, or at any adjourned meeting thereof, or the remaining
Directors, by the affirmative vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of the Director
whose place shall have become vacant and until his successor shall have been
elected and shall qualify.
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SECTION 3. Meeting of the Directors may be held at the principal
office of the company in the State of Nevada, or elsewhere, at such place or
places as the Board of Directors may, from time to time, determine.
SECTION 4. At the time and place of the First Meeting of the
Stockholders of the Corporation, the election of the Board of Directors shall
take place at a joint meeting of the Stockholders and Board of Directors, which
constitute the First Minutes of the Corporation.
Regular meetings of the Board of Directors shall be held at the office of
the company in the City of Las Vegas, County of Clark, State of Nevada as often
as necessary. Notice of such regular meetings shall be mailed to each Director
by the Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if such notice is
not given, provided the meeting is held at the time and place fixed by these
By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of the members
shall be present, even though without or of which notice shall have been waived
by all absentees, provided a quorum shall be present, shall be valid for all
purposes unless otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn from time to time, until a quorum shall be present, and no notice of
such adjournment shall be required. The Board of Directors may prescribe rules
not in conflict with these Bylaws for the conduct of its business; provided,
however, that in the fixing of salaries of the officers of the corporation, the
unanimous action of all of the Directors shall be required.
SECTION 6. A director need not be a stockholder of the corporation.
SECTION 7. The directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but shall not receive
any compensation for their services as directors until such time as the company
is able to declare
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and pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the condition of the
company, and shall, at request, furnish each of the stockholders with a true
copy thereof.
The Board of Directors in its discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders called for
the purpose of considering any such contract or act, which, if approved, or
ratified by the vote of the holders of a majority of the capital stock of the
company represented in person or by proxy, shall be valid and binding upon the
corporation and upon all the stockholders thereof, as if it had been approved or
ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to
time to provide for the management of the offices of the company in such manner
as they see fit, and in particular from time to time to delegate any of the
powers of the Board in the course of the current business of the company to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the company with such powers (including the power to
subdelegate), and upon such terms as may be deemed fit.
SECTION 10. The regular order of business at meetings of the Board of
Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each
meeting after the annual meeting of the stockholders, shall elect a President,
Vice President, a Secretary and a Treasurer, to hold office for one year next
coming, and until their successors are elected and qualify. The offices of the
Secretary and Treasurer may be held by one person.
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Any vacancy in any of said offices may be filled by the Board of Directors.
The Board of Directors may from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurers and Transfer Agents of the company as it may deem advisable;
prescribe their duties, and fix their compensation, and all such appointed
officers shall be subject to removal at any time by the Board of Directors. All
officers, agents and factors of the company shall be chosen and appointed in
such manner and shall hold their office for such terms as the Board of
Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the company and
shall have duty of supervision, control, management of the day-to-day operation
of the corporation, subject only to directions from the Board of Directors with
regard to the direction of the company affairs. The President shall further
have the full power to execute any and all documents for and on behalf of the
corporation, other than as specifically limited by the Board of Directors of
the corporation, including, but not limited to, the entering into leases of
real property, equipment, furniture, furnishings, to hire and fire all
personnel, to set and establish operational manuals and policies, to enter into
contracts as may be necessary for the day-to-day operations, to establish lines
of credit for the corporation and to establish accounts payable thereof. The
President shall be a member of any Executive Committee that may be established
and the Chairman thereof; and shall preside at all meetings of the Board of
Directors and all meetings of the Stockholders and shall sign the Certificate
of Stock issued by the company; further, the President shall perform any and
all other duties as shall be prescribed by the Board of Directors, which duties
can be performed in the normal work period.
SECTION 3. The Vice President shall be vested with all the powers and
perform all the duties of the President in his absence or inability to act,
including the signing of the Certificates of Stock issued by the company, and
he shall so perform such other duties as shall be prescribed by the Board of
Directors.
SECTION 4. The Treasurer shall have custody of all the funds and
securities of the company. When necessary or proper, he shall endorse on behalf
of the company for collection checks, notes, and other obligations; he shall
deposit all monies to the credit of the company in such bank or banks or other
depository as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made by the company, except as herein otherwise
provided. He shall sign with the President all bills of exchange and promissory
notes of the company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities and such
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other property belonging to the company as the Board of Directors shall
designate; he shall sign all papers required by law or by those Bylaws or the
Board of Directors to be signed by the Treasurer. Whenever required by the
Board of Directors, he shall render a statement of his cash account; he shall
enter regularly in the books of the company to be kept by him for the purpose,
full and accurate accounts of all monies received and paid by him on account of
the company. He shall at all reasonable times exhibit the books of account to
any Directors of the company during business hours, and he shall perform all
acts incident to the position of Treasurer subject to the control of the Board
of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to
the company conditioned for the faithful performance of all his duties as
Treasurer in such sum, and with such security as shall be approved by the Board
of Directors, with expense of such bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who
shall have such powers and perform such duties as may be prescribed for him by
the Treasurer of the company or by the Board of Directors, and the Board
of Directors shall require the Assistant Treasurer to give a bond to the company
in such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company.
SECTION 6. The Secretary shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the stockholders and of
the Executive Committee in books provided for that purpose. He shall attend to
the giving and serving of all notices of the company; he may sign with the
President or Vice President, in the name of the company, all contracts
authorized by the Board of Directors or Executive Committee; he shall affix the
corporate seal of the company thereto when so authorized by the Board of
Directors or Executive Committee; he shall have the custody of the corporate
seal of the company; he shall affix the corporate seal to all Certificates of
Stock duly issued by the company; he shall have charge of Stock Certificate
Books, Transfer Books and Stock Ledgers, and such other books and papers as the
Board of Directors or the Executive Committee may direct, all of which shall at
all reasonable times be open to the examination of any director upon
application at the office of the company during business hours, and he shall,
in general, perform all duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary who
shall have such powers and perform such duties as may be prescribed for him by
the Secretary of the company or by the Board of Directors.
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SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority on behalf of the company to
attend and to act and to vote at any meetings of the stockholders of any
corporation in which the company may hold stock, and at any such meetings,
shall possess and may exercise any and all rights and powers incident to the
ownership of such stock, and which as the new owner thereof, the company might
have possessed and exercised if present. The Board of Directors, by resolution,
from time to time, may confer like powers on any person or persons in place of
the President to represent the company for the purposes in this section
mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in such manner
and at such times and upon such conditions as shall be prescribed by the Board
of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the company and signed by the
President or Vice President and also by the Secretary or by an Assistant
Secretary.
All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby with the number of such shares and the
date of issue shall be entered on the company's books.
No certificate shall be valid unless it is signed by the President or Vice
President and by the Secretary or Assistant Secretary.
All certificates surrendered to the company shall be cancelled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against the company
except on surrender and cancellation therefor, accompanied by an assignment or
transfer by the owner therefor, made either in person or under assignment, a
new certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral security
and not absolutely, the same shall be expressed in the entry of said transfer
on the books of the company.
SECTION 4. The Board of Directors shall have power and authority to make
all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer
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and registration of certificates for shares of the capital stock of the company.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of such
transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of
the stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time
may be fixed by the Board of Directors, and during such periods no stock shall
be transferable.
SECTION 6. Any person or persons applying for a certificate of stock in
lieu of one alleged to have been lost or destroyed, shall make affidavit of
affirmation of the fact, and shall deposit with the company an affidavit.
Whereupon, at the end of six months after the deposit of said affidavit and
upon such person or persons giving Bond of Indemnity to the company with surety
to be approved by the Board of Directors in double the current value of stock
against any damage, loss or inconvenience to the company, which may or can
arise in consequence of a new or duplicate certificate being issued in lieu of
the one lost or missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the certificate so lost
or destroyed. The Board of Directors may, in its discretion refuse to issue
such new or duplicate certificate save upon the order of some court having
jurisdiction in such matter, anything herein to the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada, shall be at
3800 Howard Hughes Parkway, Fourteenth Floor, Las Vegas, Nevada, and the
company may have a principal office in any other state or territory as the
Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and
Articles of Incorporation of the company shall be kept at its principal office
in the County of Clark, State of Nevada, for the inspection of all who are
authorized or have the right to see the same, and for the transfer of stock.
All other books of the company shall be kept at such places as may be
prescribed by the Board of Directors.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount in its discretion as it may deem
advisable to fix as a reserve fund, and may, from time to time, declare
dividends from the accumulated profits of the company in excess of the amounts
so reserved and pay the same to the stockholders of the company, and may also,
if it deems the same advisable, declare stock dividends of the unissued capital
stock of the company.
SECTION 2. No agreement, contract or obligation (other than checks in
payment of indebtedness incurred by authority of the Board of Directors)
involving the payment of monies or the credit of the company for more than
TWENTY FIVE THOUSAND DOLLARS ($25,000.00), shall be made without the authority
of the Board of Directors, or of the Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the Secretary in
the name and on behalf of the company, and shall have the corporate seal
thereto attached.
SECTION 4. All monies of the corporation shall be deposited when and
as received by the Treasurer in such bank or banks or other depository as may
from time to time be designated by the Board of Directors, and such deposits
shall be made in the name of the company.
SECTION 5. No note, draft, acceptance, endorsement or other evidence
of indebtedness shall be valid or against the company unless the same shall be
signed by the President or Vice President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice President or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of the company in all its duly
authorized depositories.
SECTION 6. No loan or advance of money shall be made by the company
to any stockholder or officer therein, unless the Board of Directors shall
otherwise authorize.
SECTION 7. No director nor executive officer of the company shall be
entitled to any salary or compensation for any services performed for the
company, unless such salary or compensation shall be fixed by resolution of the
Board of Directors, adopted by the unanimous vote of all the directors voting
in favor thereof.
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SECTION 8. The company may take, acquire, hold, mortgage, sell, or
otherwise deal in stocks or bonds or securities of any other corporation, if
and as often as the Board of Directors shall so elect.
SECTION 9. The directors shall have power to authorize and cause to
be executed, mortgages and liens, without limit as to amount upon the property
and franchise of this corporation, and pursuant to the affirmative vote, either
in person or by proxy, of the holders of a majority of the capital stock issued
and outstanding; the directors shall have the authority to dispose in any
manner of the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the design
thereof being as follows:
ARTICLE VIII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these Bylaws may be made at any
regular or special meeting of the Board of Directors by a vote of not less than
all of the entire Board, or may be made by a vote of, or a consent in writing
by the holders of a majority in percentage of the issued and outstanding
capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the
directors of the above named corporation, do hereby consent to the foregoing
By-Laws and adopt the same as and for the Bylaws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 1st day of
February, 1991.
/s/ Don Parks, Jr.
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DON PARKS, JR.
/s/ Robert S. Laizure
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ROBERT S. LAIZURE
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