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EXHIBIT 3.141
CODE OF REGULATIONS
OF
ZEBRA BROADCASTING CORPORATION
Article I
SHAREHOLDERS MEETINGS
1. Annual Meeting. The annual meeting of Shareholders shall be held at
Cleveland, Ohio at 10:00 a.m. on the third Tuesday in each year for the election
of Directors and the consideration of reports to be laid before such meeting.
Upon due notice, there may also be considered and acted upon at an annual
meeting any matter which could properly be considered and acted upon at a
special meeting, in which case and for which purpose the annual meeting shall
also be considered as, and shall be, a special meeting. When the annual meeting
is not held or Directors are not elected thereat, they may be elected at a
special meeting called for that purpose.
2. Special Meetings. Special meetings of Shareholders may be called by
the President or a Vice President, or by the Directors by action at a meeting,
or by a majority of the Directors acting without a meeting, or by the person or
persons who hold not less than twenty-five percent (25%) of all shares
outstanding and entitled to be voted on any proposal to be submitted at said
meeting.
Upon request in writing delivered either in person or by registered
mail to the President or Secretary by any person or persons entitled to call a
meeting of Shareholders, such officer shall forthwith cause to be given, to the
Shareholders entitled thereto, notice of a meeting to be held not less than
fourteen (14) nor more than sixty (60) days after the receipt of such request,
as such officer shall fix. If such notice is not given within twenty (20) days
after the delivery or mailing of such request, the person or persons calling the
meeting may fix the time of meeting and give, or cause to be given, notice in
the manner hereinafter provided.
3. Place of Meeting. Any meeting of Shareholders may be held either at
the principal office of the Corporation or at such other place within or without
the State of Ohio as may be designated in the notice of said meeting.
4. Notice of Meetings. Not more than sixty (60) days nor less than
fourteen (14) days before the date fixed for a meeting of Shareholders, whether
annual or special, written notice of the time, place and purposes of such
meeting shall be given by or at the direction of the President, a Vice
President, the Secretary or an Assistant Secretary. Such notice shall be given
either by personal delivery or by mail to each Shareholder of record entitled to
notice of such meeting. If such notice is mailed, it shall be addressed to the
Shareholders at their respective addresses as they appear on the records of the
Corporation, and notice shall be deemed to have been given on the day so mailed.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.
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5. Shareholders Entitled to Notice and to Vote. If a record date shall
not be fixed pursuant to statutory authority, the record date for the
determination of Shareholders who are entitled to notice of, or who are entitled
to vote at a meeting of Shareholders, shall be the close of business on the date
next preceding the day on which notice is given, or the close of business on the
date next preceding the day on which the meeting is held, as the case may be.
6. Inspections of Election; List of Shareholders. Inspectors of
Election may be appointed to act at any meeting of Shareholders in accordance
with statute.
At any meeting of Shareholders, an alphabetically arranged list, or
classified lists, of the Shareholders of record as of the applicable record date
who are entitled to vote, showing their respective addresses and the number and
classes of shares held by each, shall be produced on the request of any
Shareholder.
7. Quorum. To constitute a quorum at any meeting of Shareholders, there
shall be present in person or by proxy Shareholders of record entitled to
exercise not less than a majority of the voting power of the Corporation in
respect of any one of the purposes for which the meeting is called.
The Shareholders present in person or by proxy, whether or not a quorum
be present, may adjourn the meeting from time to time.
8. Voting. In all cases, except where otherwise required by statute or
the Articles of Incorporation of the Corporation (the "Articles") or the Code of
Regulations of the Corporation (the "Regulations"), a majority of the votes cast
shall control.
9. Reports to Shareholders. At the annual meeting, or the meeting held
in lieu thereof, the officers of the Corporation shall lay before the
Shareholders a financial statement as required by statute.
10. Action Without A Meeting. Any action which may be authorized or
taken at a meeting of the Shareholders may be authorized or taken without a
meeting in a writing or writings signed by all of the Shareholders who would be
entitled to notice of a meeting for such purpose, which writing or writings
shall be filed with or entered upon the records of the Corporation.
Article II
DIRECTORS
1. Election, Number and Term of Officer. Directors shall be elected at
the annual meeting of Shareholders, or if not so elected, at a special meeting
of Shareholders called for that purpose, and each Director shall hold office
until the date fixed by these Regulations for the next succeeding annual meeting
of Shareholders and until his successor is elected, or until his earlier
resignation, removal from office, or death. At any meeting of Shareholders at
which Directors are to be elected, only persons nominated as candidates shall be
eligible for election.
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The number of Directors shall be established at a meeting of
Shareholders called for the purpose of electing Directors, and at which a quorum
is present, by affirmative vote of Shareholders holding a majority of the shares
represented at such meeting and entitled to vote in an election of Directors.
Only if the number of Shareholders is less than three (3) may the number of
Directors be less than three (3), in which case the number of Directors may be
the same as, but not less than, the number of Shareholders. Subject to the
preceding sentence, in the event the Shareholders at such meeting shall fail to
fix the number of Directors to be elected, the number elected shall be deemed to
be the number fixed.
2. Meetings. Regular meetings of the Directors shall be held
immediately after the annual meeting of Shareholders and at such other times and
places as may be fixed by the Directors, and such meetings may be held without
further notice.
Special meetings of the Directors may be called by the President or by
a Vice President or by the Secretary of the Corporation, or by not less than
one-third (1/3) of the Directors. Notice of the time and place of a special
meeting shall be served upon or telephoned to each Director at least twenty-four
(24) hours, or mailed, telegraphed or cabled to each Director at least
forty-eight (48) hours, prior to the time of the meeting.
3. Quorum. A majority of the number of Directors then in office shall
be necessary to constitute a quorum for the transaction of business, but if at
any meeting of the Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
notice other than announcement at the meeting until a quorum shall attend.
4. Action Without A Meeting. Any action which may be authorized or
taken at meeting of the Directors may be authorized or taken without a meeting
in a writing or writings signed by all the Directors, which writing or writings
shall be filed with or entered upon the records of the Corporation.
5. Committees. The Directors may from time to time create an executive
committee or any other committee or committees of Directors to act in the
intervals between meetings of the Directors and may delegate to such committee
or committees any of the authority of the Directors other than that of filling
vacancies among the Directors or in any committee of the Directors. No committee
shall consist of less than two (2) Directors. The Directors may appoint one or
more Directors as alternate members of any such committee, who may take the
place of any absent member or members at any meeting of such committee.
Unless otherwise ordered by the Directors, a majority of the members of
any committee appointed by the Directors pursuant to this Section shall
constitute a quorum at any meeting thereof, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
such committee. Action may be taken by any such committee without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors, and shall keep a
written record of all action taken by it.
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Article III
OFFICERS
1. Officers. The Corporation shall have a President, a Secretary, and a
Treasurer. The Corporation may also have one or more Vice Presidents and such
other officers and assistant officers as the Directors may deem necessary. All
of the officers and assistant officers shall be elected by the Directors.
2. Authority and Duties of Officers. The officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices, or as may be specified from time to time
by the Directors regardless of whether such authority and duties are customarily
incident to such officer.
3. Payments to Officers Disallowed by Internal Revenue Service. Any
payments made to an officer of the Corporation such as a salary, commission,
bonus, interest, or rent, or entertainment expense incurred by him, which shall
be disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer to the Corporation to the
full extent of such disallowance. It shall be the duty of the Directors, as a
Board, to enforce payment of each such amount disallowed. In lieu of payment by
the officer, subject to the determination of the Directors, proportionate
amounts may be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.
Article IV
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS, INSURANCE
1. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent not expressly
prohibited under the laws of the State of Ohio.
2. Any indemnification under Section 1 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances under applicable law. Such determination shall be
made (a) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel in a written
opinion, or (c) by the Shareholders.
3. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or
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on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Section.
4. The indemnification Provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the Articles, any agreement, vote of Shareholders or
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
5. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.
Article V
MISCELLANEOUS
1. Transfer and Registration of Certificates. The Directors shall have
authority to make such rules and regulations as they deem expedient concerning
the issuance, transfer and registration of certificates for shares and the
shares represented thereby and may appoint transfer agents and registrars
thereof.
2. Substituted Certificates. Any person claiming a certificate for
shares to have been lost, stolen or destroyed shall make an affidavit or
affirmation of that fact, shall give the Corporation and its registrar or
registrars and its transfer agent or agents a bond of indemnity satisfactory to
the Directors to the Executive Committee or to the President or a Vice President
and the Secretary, and, if required by the Directors or the Executive Committee
or such officers, shall advertise the same in such manner as may be required,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or
destroyed.
3. Voting Upon Shares Held By The Corporation. Unless otherwise ordered
by the Directors, the President in person or by proxy or proxies appointed by
him shall have full power and authority on behalf of the Corporation to vote,
act and consent with respect to any shares issued by other corporations which
the Corporation may own.
4. Articles to Govern. In case any provisions of these Regulations
shall be inconsistent with the Articles, the Articles shall govern.
5. Amendments. These Regulations may be amended by the affirmative vote
or the written consent of the Shareholders of record entitled to exercise by a
majority of the voting power on such proposal, provided, however, that if an
amendment is adopted by written consent
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without a meeting of the Shareholders, the Secretary shall mail a copy of such
amendment to each Shareholder of record who would have been entitled to vote
thereon and did not participate in the adoption thereof.
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