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EXHIBIT 3.147
BYLAWS
OF
REVOLUTION OUTDOOR ADVERTISING, INC.
A Florida Corporation
ARTICLE 1 -- SHAREHOLDERS
1.1 Annual Meeting. A meeting of shareholders shall be held each year
for the election of directors and for the transaction of any other business
that may come before the meeting. The time and place of the meeting shall be
designated by the Board of Directors.
1.2 Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, shall be held when directed by the President, Board of
Directors, or at the request of the holders of not less than one tenth of all
outstanding shares of the corporation entitled to vote at the meeting.
1.3 Place of Meeting. The Board of Directors may designate any place,
either within or without the state of Florida, as the place of meeting for any
annual or special meeting of the shareholders. If no designation is made, the
place of meeting shall be the principal office of the corporation [in the state
of Florida].
1.4 Action Without a Meeting. Unless otherwise provided in the articles
of incorporation, action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding shares of each voting
group entitled to vote on it having not less than the minimum number of votes
with respect to each voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
were present and voted. In order to be effective, the action must be evidenced
by one or more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of votes of each voting group
entitled to vote, and delivered to the corporation at its principal office in
Florida or its principal place of business, or to the corporate secretary or
another office or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. No written consent shall
be effective to take corporate action unless, within 60 days of the date of the
earliest dated consent delivered in the manner required by this section, written
consents signed by the number of holders required to take action are delivered
to the corporation.
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Any written consent may be revoked before the date that the corporation
receives the required number of consents to authorize the proposed action. No
revocation is effective unless in writing and until received by the corporation
at its principal office or its principal place of business, or received by the
corporate secretary or other officer or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.
Within 10 days after obtaining authorization by written consent, notice
must be given to those shareholders who have not consented in writing or who are
not entitled to vote on the action. The notice shall fairly summarize the
material features of the authorized action and, if the action is one for which
dissenters' rights are provided under the articles of incorporation or by law,
the notice shall contain a clear statement of the right of dissenting
shareholders to be paid the fair value of their shares on compliance with
applicable law.
A consent signed as required by this section has the effect of a
meeting vote and may be described as such in any document.
Whenever action is taken as provided in this section, the written
consent of the shareholders consenting or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.
1.5 Notice of Meeting. Except as provided in F.S. Chapter 607, the
Florida Business Corporation Act, written or printed notice stating the place,
day, and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either personally or by
first-class mail, by, or at the direction of, the president or the secretary, or
the officer or other persons calling the meeting, to each shareholder of record
entitled to vote at the meeting. If the notice is mailed at least 30 days before
the date of the meeting, it may be effected by a class of United States mail
other than first-class. If mailed, the notice shall be effective when mailed, if
mailed postage prepaid and correctly addressed to the shareholder's address
shown in the current record of shareholders of the corporation.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given as
provided in this section to each shareholder of record on the new record date
entitled to vote at such meeting.
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1.6 Waiver of Notice of Meeting. Whenever any notice is required to be
given to any shareholder, a waiver in writing signed by the person or persons
entitled to such notice, whether signed before, during, or after the time of the
meeting and delivered to the corporation for inclusion in the minutes or filing
with the corporate records, shall be equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of (a) lack of or
defective notice of the meeting, unless the person objects at the beginning of
the meeting to the holding of the meeting or the transacting of any business at
the meeting, or (b) lack of defective notice of a particular matter at a meeting
that is not within the purpose or purposes described in the meeting notice,
unless the person objects to considering the matter when it is presented.
1.7 Fixing of Record Date. In order that the corporation may determine
the shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to demand a special meeting, the board
of directors may fix, in advance, a record date, not more than 70 days before
the date of the meeting or any other action. A determination of shareholders of
record entitled to notice of, or to vote at, a meeting of shareholders shall
apply to any adjournment of the meeting unless the board fixes a new record
date, which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.
If no prior action is required by the board, the record date for
determining shareholders entitled to take action without a meeting is the date
the first signed written consent is delivered to the corporation under Section
1.4 of this Article.
1.8 Voting Record. After fixing a record date for a meeting of
shareholders, the corporation shall prepare an alphabetical list of the names of
all its shareholders entitled to notice of the meeting, arranged by voting group
with the address of, and the number, class, and series, if any, of shares held
by, each shareholder. The shareholders' list must be available for inspection by
any shareholder for a period of 10 days before the meeting or such shorter time
as exists between the record date and the meeting and continuing through the
meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. Any shareholder of the
corporation or the shareholder's agent or attorney is entitled on written demand
to inspect the shareholders' list (subject to the requirements of F.S.
607.1602(3)) during regular business hours and at the shareholder's expense,
during the period it is available for inspection.
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The corporation shall make the shareholders' list available at the
melting of shareholders, and any shareholder or the shareholder's agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment.
1.9 Voting Per Share. Except as otherwise provided in the articles of
incorporation or by F.S. 607.0721, each shareholder is entitled to one vote for
each outstanding share held by him or her on each matter voted at a
shareholders' meeting.
1.10 Voting of Shares. A shareholder may vote at any meeting of
shareholders of the corporation, either in person or by proxy.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder or, in the absence of any applicable bylaw, by a
person or persons designated by the board of directors of the corporate
shareholder. In the absence of any such designation or, in case of conflicting
designation by the corporate shareholder, the chairman of the board, the
president, any vice president, the secretary, and the treasurer of the corporate
shareholder, in that order, shall be presumed to be fully authorized to vote the
shares.
Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him or her, either in person or
by proxy, without a transfer of such shares into his or her name. Shares
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him or her
without a transfer of such shares into his or her name or the name of his or her
nominee.
Shares held by, or under the control of, a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer into his or her name.
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one of the persons votes, in person or by proxy, that act
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binds all; (b) if more than one votes, in person or by proxy, the act of the
majority so voting binds all; (c) if more than one votes, in person or by proxy,
but the vote is evenly split on any particular matter, each faction is entitled
to vote the share or shares in question proportionally; (d) if the instrument or
order so filed shows that any such tenancy is held in unequal interest, a
majority or a vote evenly split for purposes hereof shall be a majority or a
vote evenly split in interest. The principles of this paragraph shall apply, as
far as possible, to execution of proxies, waivers, consents, or objections and
for the purpose of ascertaining the presence of a quorum.
1.11 Proxies. Any shareholder of the corporation, other person entitled
to vote on behalf of a shareholder under F.S. 607.0721, or attorney-in-fact for
such persons, may vote the shareholder's shares in person or by proxy. Any
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form, either personally or by an attorney-in-fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, shall be deemed a sufficient appointment form.
An appointment of a proxy is effective when received by the secretary
of the corporation or such other officer or agent authorized to tabulate votes,
and shall be valid for up to 11 months, unless a longer period is expressly
provided in the appointment form.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises authority under
the appointment.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
1.12 Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the articles of
incorporation, the shareholders' agreement or by law, a majority of the shares
entitled to vote on the matter by each voting group, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders, but in no event
shall a quorum consist of less than one third of the shares of each voting group
entitled to vote. If less than a majority of outstanding shares entitled to vote
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.
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board without other notice than the resolution.
2.4 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board, the president, the vice president, or any
two directors.
The person or persons authorized to call special meetings of the board
may designate any place, either within or without the state of Florida, as the
place for holding any special meeting of the board called by them. If no
designation is made, the place of the meeting shall be the principal office of
the corporation in Florida.
Notice of any special meeting of the board may be given by any
reasonable means, oral or written, and at any reasonable time before the
meeting. The reasonableness of notice given in connection with any special
meeting of the board shall be determined in light of all pertinent
circumstances. It shall be presumed that notice of any special meeting given at
least two days before the meeting either orally (by telephone or in person), or
by written notice delivered personally or mailed to each director at his or her
business or residence address, is reasonable. If mailed, the notice of any
special meeting shall be deemed to be delivered on the second day after it is
deposited in the United States mail, so addressed, with postage prepaid. If
notice is given by telegram, it shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Neither the business to be
transacted at, nor the purpose or purposes of, any special meeting need be
specified in the notice or in any written waiver of notice of the meeting.
2.5 Waiver of Notice of Meeting. Notice of a meeting of the board of
directors need not be given to any director who signs a written waiver of notice
before, during, or after the meeting. Attendance of a director at a meeting
shall constitute a waiver of notice of the meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting, and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly on arrival at the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
2.6 Quorum. A majority of the number of directors fixed by, or in the
manner provided in, these bylaws shall constitute a quorum for the transaction
of business; provided, however, that whenever, for any reason, a vacancy occurs
in the board of directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled.
2.7 Manner of Action. The act of a majority of the directors present at
a meeting at which a quorum is present when the vote is taken shall be the act
of the board of directors.
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2.8 Presumption of Assent. A director of the corporation who is present
at a meeting of the board of directors or a committee of the board when
corporate action is taken shall be presumed to have assented to the action
taken, unless he or she objects at the beginning of the meeting, or promptly on
arrival, to holding the meeting or transacting specific business at the meeting,
or he or she votes against or abstains from the action taken.
2.9 Action Without a Meeting. Any action required or permitted to be
taken at a meeting of the board of directors or a committee of it may be taken
without a meeting if a consent in writing, stating the action so taken, is
signed by all the directors. Action taken under this section is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this section shall have the effect of a
meeting vote and may be described as such in any document.
2.10 Meetings by Means of Conference Telephone Call or Similar
Electronic Equipment. Members of the board of directors may participate in a
meeting of the board by means of a conference telephone call or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by such means constitutes presence in
person at a meeting.
2.11 Resignation. Any director may resign at any time by giving written
notice to the corporation, the board of directors, or its chairman. The
resignation of any director shall take effect when the notice is delivered
unless the notice specifies a later effective date, in which event the board may
fill the pending vacancy before the effective date if it provides that the
successor does not take office until the effective date.
2.12 Removal. Any director, or the entire board of directors, may be
removed at any time, with or without cause, by action of the shareholders,
unless the articles of incorporation provide that directors may be removed only
for cause, and except as set forth in the shareholders' agreement. If a director
was elected by a voting group of shareholders, only the shareholders of that
voting group may participate in the vote to remove that director. The notice of
the meeting at which a vote is taken to remove a director must state that the
purpose or one of the purposes of the meeting is the removal of the director or
directors.
2.13 Vacancies. Any vacancy in the board of directors, including any
vacancy created by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors, or by the shareholders.
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2.14 Compensation. Each director may be paid the expenses, if any, of
attendance at each meeting of the board of directors, and may be paid a stated
salary as a director or a fixed sum for attendance at each meeting of the board
of directors or both, as may from time to time be determined by action of the
board of directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation for those services.
ARTICLE 3 -- COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors, by resolution adopted by a majority of the full
board, may designate from among its members an executive committee and one or
more other committees, each of which, to the extent provided in the resolution,
shall have and may exercise all the authority of the board of directors, except
as prohibited by F.S. 607.0825(l).
Each committee must have two or more members who serve at the pleasure
of the board. The board of directors, by resolution adopted in accordance with
this article, may designate one or more directors as alternate members of any
committee, who may act in the place and stead of any absent member or members at
any meeting of the committee.
ARTICLE 4 -- OFFICERS
4.1 Officers. The officers of the corporation shall be a president, a
vice president, a secretary, a treasurer, and any other officers and assistant
officers as may be deemed necessary, and as shall be approved, by the board of
directors. Any two or more offices may be held by the same person.
4.2 Appointment and Term of Office. The officers of the corporation
shall be appointed annually by the board of directors at the first meeting of
the board held after the shareholders' annual meeting. If the appointment of
officers does not occur at this meeting, the appointment shall occur as soon
thereafter as practicable. Each officer shall hold office until a successor has
been duly appointed and qualified, or until an earlier resignation, removal from
office, or death.
4.3 Resignation. Any officer of the corporation may resign from his or
her respective office or position by delivering notice to the corporation. The
resignation is effective when delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
corporation accepts the future effective date, the board of directors may fill
the pending vacancy before the effective date if the board provides that the
successor does not take office until the effective date.
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4.4 Removal. Any officer of the corporation may be removed from his or
her respective office or position at any time, with or without cause, by the
board of directors, subject to the limitations in the shareholders' agreement.
4.5 President. The president shall be the chief executive officer of
the corporation and shall, subject to the control of the board of directors,
generally supervise and control all of the business and affairs of the
corporation, and preside at all meetings of the shareholders, the board of
directors, and all committees of the board of directors on which he or she may
serve. In addition, the president shall possess, and may exercise, such power
and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, and as are incident to the
offices of president and chief executive officer.
4.6 Vice Presidents. Each vice president shall possess, and may
exercise, such power and authority, and shall perform such duties, as may from
time to time be assigned to him or her by the board of directors.
4.7 Secretary. The secretary shall keep the minutes of the proceedings
of the shareholders and of the board of directors in one or more books provided
for that purpose; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and the seal of the corporation; and keep a register of the post office
address of each shareholder of the corporation. In addition, the secretary shall
possess, and may exercise, such power and authority, and shall perform such
duties, as may from time to time be assigned to him or her by the board of
directors and as are incident to the office of secretary.
4.8 Treasurer. The treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the corporation; receive and give
receipts for money due and payable to the corporation from any source
whatsoever; and deposit all such money in the name of the corporation in such
banks, trust companies, or other depositaries as shall be used by the
corporation. In addition, the treasurer shall possess, and may exercise such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors and as are incident to the
office of treasurer.
4.9 Other Officers, Employees, and Agents. Each and every other
officer, employee, and agent of the corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him or her by the board of directors, the officer appointing
him or her, and such officer or officers who may from time to time be designated
by the board to exercise supervisory authority.
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4.10 Compensation. The compensation of the officers of the corporation
shall be fixed from time to time by the board of directors.
ARTICLE 5 -- CERTIFICATES OF STOCK
5.1 Certificates for Shares. The board of directors shall determine
whether shares of the corporation shall be uncertificated or certificated. If
certificated shares are issued, certificates representing shares in the
corporation shall be signed (either manually or by facsimile) by the president
or vice president and the secretary or an assistant secretary and may be sealed
with the seal of the corporation or a facsimile thereof. A certificate that has
been signed by an officer or officers who later ceases to be such officer shall
be valid.
5.2 Transfer of Shares; Ownership of Shares. Transfers of shares of
stock of the corporation shall be made only on the stock transfer books of the
corporation, and only after the surrender to the corporation of the certificates
representing such shares. Except as provided by F.S. 607.0721, the person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares on the part of any other person, whether or not it shall have express or
other notice thereof.
5.3 Restriction on Transfer of Shares. Pursuant to the shareholders'
agreement between Daniel L. Hardin and David E. Bressler, those two shareholders
shall not sell, encumber, transfer, or assign any part of their respective stock
interest in the Corporation except as provided therein. Each certificate
representing shares of stock issued and outstanding to Hardin and Bressler will
be endorsed as follows:
"The shares of stock represented by this certificate are subject to the
terms and restrictions of a certain Shareholders' Agreement entered
into by and between the Corporation and shareholders Daniel L. Hardin
and David E. Bressler dated December 6, 1996. No transfer of the shares
represented hereby nor of any interest therein will be recorded upon
the books of the Corporation without full compliance with all the terms
of said Agreement."
All certificates representing shares of the Corporation which are issued after
the execution of this Agreement will bear the foregoing endorsement.
5.3 Lost Certificates. The corporation shall issue a new stock
certificate in the place of any certificate previously
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issued if the holder of record of the certificate (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken; (b)
requests the issuance of a new certificate before the corporation has notice
that the lost, destroyed, or wrongfully taken certificate has been acquired by a
purchaser for value in good faith and without notice of any adverse claim; (c)
at the discretion of the board of directors, gives bond in such form and amount
as the corporation may direct, to indemnify the corporation, the transfer agent,
and the registrar against any claim that may be made on account of the alleged
loss, destruction, or theft of a certificate; and (d) satisfies any other
reasonable requirements imposed by the corporation.
ARTICLE 6 -- ACTIONS WITH RESPECT TO SECURITIES
OF OTHER CORPORATIONS
Unless otherwise directed by the board of directors, the president or a
designee of the president shall have power to vote and otherwise act on behalf
of the corporation, in person or by proxy, at any meeting of shareholders of, or
with respect to any action of shareholders of, any other corporation in which
this corporation may hold securities and to otherwise exercise any and all
rights and powers that the corporation may possess by reason of its ownership of
securities in other corporations.
ARTICLE 7 -- AMENDMENTS
These bylaws may be altered, amended, or repealed, and new bylaws may
be adopted, by action of the board of directors, subject to the limitations of
F.S. 607.1020(1). The shareholders of the corporation may alter, amend, or
repeal these bylaws or adopt new bylaws even though these bylaws also may be
amended or repealed by the board of directors.
ARTICLE 8 -- CORPORATE SEAL
The board of directors shall provide for a corporate seal which shall
be circular and shall have the name of the corporation, the year of its
incorporation, and the state of incorporation inscribed on it.
IN WITNESS WHEREOF, the undersigned have duly executed this Consent on
January 2, 1997.
/s/ DANIEL L. HARDIN
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Daniel L. Hardin, Director
/s/ DAVID E. BRESSLER
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David E. Bressler, Director
JANUARY 1997