EXHIBIT 3.56
BYLAWS
OF
WEYI TELEVISION, INC.
SECTION 1. OFFICES
The principal office of the corporation shall be located at
its principal place of business or such other place as the Board of Directors
(the "Board") may designate. The corporation may have such other offices, either
within or without the State of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.
SECTION 2. STOCKHOLDERS
2.1. ANNUAL MEETING
The annual meeting of the stockholders shall be held the first
Tuesday in May in each year at the principal office of the corporation or such
other place designated by the Board for the purpose of electing Directors and
transacting such other business as may properly come before the meeting. If the
day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day. If the annual
meeting is not held on the date designated therefor, the Chairman of the Board,
the President or the Board shall cause the meeting to be held as soon thereafter
as may be convenient. At any time prior to the commencement of the annual
meeting, the Board may postpone the annual meeting for a period of up to 120
days from the date fixed for such meeting in accordance with this subsection
2.1.
2.2. SPECIAL MEETINGS
The Chairman of the Board, the President or the Board may call
special meetings of the stockholders for any purpose. Holders of at least a
majority of all the outstanding shares of the corporation entitled to vote at
the meeting may call special meetings of the stockholders for any purpose.
2.3. PLACE OF MEETING
All meetings shall be held at the principal office of the
corporation or at such other place within or without the State of Delaware
designated by the Board, by any persons entitled to call a meeting hereunder or
in a waiver of notice signed by all of the stockholders entitled to notice of
the meeting.
2.4. NOTICE OF MEETING
The Chairman of the Board, the President, the Secretary or the
Board calling an annual or special meeting of stockholders as provided for
herein, shall cause to be delivered to each stockholder entitled to notice of or
to vote at the meeting either personally or by mail, not less than 20 nor more
than 60 days before the meeting, written 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. Upon written request of the holders of not less
than the number of outstanding shares of the corporation specified in subsection
2.2 hereof, the stockholders may request that the corporation call a special
meeting of stockholders. Upon such a request, it shall be the duty of the
Secretary to give notice, within 60 days after receipt of said request, of a
special meeting of stockholders to be held on such date and at such place and
hour as the Secretary may fix, and if the Secretary shall neglect or refuse to
issue such notice, the person making the request may do so and may fix the date
for such meeting. If such notice of any stockholders' meeting is mailed, it
shall be deemed delivered when deposited in the official government mail
properly addressed to the stockholder at such stockholder's address as it
appears on the stock transfer books of the corporation with postage prepaid. If
the notice is telegraphed, it shall be deemed delivered when the content of the
telegram is delivered to the telegraph company. Notice given in any other manner
shall be deemed delivered when dispatched to the stockholder's address,
telephone number or other number appearing on the stock transfer records of the
corporation.
2.5. WAIVER OF NOTICE
2.5.1 WAIVER IN WRITING
Whenever any notice is required to be given to any stockholder
under the provisions of these Bylaws, the Certificate of Incorporation or the
General Corporation Law of the State of Delaware, as now or hereafter amended
(the "DGCL"), a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
2.5.2 WAIVER BY ATTENDANCE
The attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
2.6. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS
2.6.1 MEETINGS
For the purpose of determining stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board, and which
record date shall not be more than sixty (or the maximum number permitted by
applicable law) nor less than ten days before the date of such meeting. If no
record date is fixed by the Board, the record date for determining stockholders
entitled to notice of and to vote at a meeting of stockholders shall be at the
close of business on the day next preceding
2
the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of and to vote at the
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING
For the purpose of determining stockholders entitled to
consent to corporate action in writing without a meeting, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which date shall
not be more than ten (or the maximum number permitted by applicable law) days
after the date upon which the resolution fixing the record date is adopted by
the Board. If no record date has been fixed by the Board, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board is required by Chapter 1 of
the DGCL, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by Chapter 1 of the DGCL,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board adopts the resolution taking such prior action.
2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS
For the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (or the maximum number permitted by applicable
law) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.
2.7. VOTING LIST
At least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, or any
adjournment thereof, shall be made, arranged in alphabetical order, with the
address of and number of shares held by each stockholder. This list shall be
open to examination by any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of ten days prior to the meeting,
either 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.
3
This list shall also be produced and kept at such meeting for inspection by any
stockholder who is present.
2.8. QUORUM
A majority of the outstanding shares of the corporation
entitled to vote, present in person or represented by proxy at the meeting,
shall constitute a quorum at a meeting of the stockholders; provided, that where
a separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy at
the meeting, shall constitute a quorum entitled to take action with respect to
that vote on that matter. If less than a majority of the outstanding shares
entitled to vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present or represented at a reconvened meeting following such an
adjournment, any business may be transacted that might have been transacted at
the meeting as originally called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
2.9. MANNER OF ACTING
In all matters other than the election of Directors, if a
quorum is present, the affirmative vote of the majority of the outstanding
shares present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders, unless the vote
of a greater number is required by these Bylaws, the Certificate of
Incorporation or the DGCL. Where a separate vote by a class or classes is
required, if a quorum of such class or classes is present, the affirmative vote
of the majority of outstanding shares of such class or classes present in person
or represented by proxy at the meeting shall be the act of such class or
classes. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of Directors.
2.10. PROXIES
2.10.1 APPOINTMENT
Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by
proxy. Such authorization may be accomplished by (a) the stockholder or such
stockholder's authorized officer, director, employee or agent executing a
writing or causing his or her signature to be affixed to such writing by any
reasonable means, including facsimile signature or (b) transmitting or
authorizing the transmission of a telegram, cablegram or other means of
electronic transmission to the intended holder of the proxy or to a proxy
solicitation firm, proxy support service or similar agent duly authorized by the
intended proxy holder to receive such transmission; provided, that any such
telegram, cablegram or other electronic transmission must either set forth or be
accompanied by information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission by which a stockholder has authorized
4
another person to act as proxy for such stockholder may be substituted or used
in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication, or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
2.10.2 DELIVERY TO CORPORATION; DURATION
A proxy shall be filed with the Secretary before or at the
time of the meeting or the delivery to the corporation of the consent to
corporate action in writing. A proxy shall become invalid three years after the
date of its execution unless otherwise provided in the proxy. A proxy with
respect to a specified meeting shall entitle the holder thereof to vote at any
reconvened meeting following adjournment of such meeting but shall not be valid
after the final adjournment thereof.
2.11. VOTING OF SHARES
Unless otherwise provided in the Certificate of Incorporation
and subject to the provisions of the DGCL, each stockholder shall be entitled to
one vote for each share of capital stock held by such stockholder.
2.12. VOTING FOR DIRECTORS
Each stockholder entitled to vote at an election of Directors
may vote, in person or by proxy, the number of shares owned by such stockholder
for as many persons as there are Directors to be elected and for whose election
such stockholder has a right to vote.
2.13. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action which could be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall (a) be signed by all stockholders entitled to vote with respect to
the subject matter thereof (as determined in accordance with subsection 2.6.2
hereof) and (b) be delivered to the corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the corporation having custody of the records of proceeding of
meetings of stockholders. Delivery made to the corporation's registered office
shall be by hand or by certified mail or registered mail, return receipt
requested. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless written consents signed by
all stockholders entitled to vote with respect to the subject matter thereof are
delivered to the corporation, in the manner required by this Section, within
sixty (or the maximum number permitted by applicable law) days of the earliest
dated consent delivered to the corporation in the manner required by this
Section. The validity of any consent executed by a proxy for a stockholder
pursuant to a telegram, cablegram or other means of electronic transmission
transmitted to such proxy holder by or upon the authorization of the stockholder
shall be determined by or at the direction of the Secretary. A written record of
the information upon which the person making such determination relied shall be
made and kept in the records of
5
the proceedings of the stockholders. Any such consent shall be inserted in the
minute book as if it were the minutes of the stockholders.
SECTION 3. BOARD OF DIRECTORS
3.1. GENERAL POWERS
The business and affairs of the corporation shall be managed
by the Board.
3.2. NUMBER AND TENURE
The Board shall be composed of not less than three nor more
than 15 Directors, the specific number to be set by resolution of the Board,
provided that the Board may consist of fewer than three Directors until
vacancies are filled. The maximum and minimum numbers of Directors may be
changed from time to time by amendment to these Bylaws, but no decrease in the
number of Directors shall have the effect of shortening the term of any
incumbent Director. Unless a Director resigns or is removed, his or her term of
office shall expire at the next annual meeting of stockholders or upon the
election of his or her successor. Directors need not be stockholders of the
corporation or residents of the State of Delaware.
3.3. ANNUAL AND REGULAR MEETINGS
An annual Board meeting shall be held without notice
immediately after and at the same place as the annual meeting of stockholders.
By resolution, the Board or any committee designated by the Board may specify
the time and place either within or without the State of Delaware for holding
regular meetings thereof without other notice than such resolution.
3.4. SPECIAL MEETINGS
Special meetings of the Board or any committee appointed by
the Board may be called by or at the request of the Chairman of the Board, the
President, the Secretary or, in the case of special Board meetings, any Director
and, in the case of any special meeting of any committee appointed by the Board,
by the Chairman thereof. The person or persons authorized to call special
meetings may fix any place either within or without the State of Delaware as the
place for holding any special meeting called by them.
3.5. MEETINGS BY TELEPHONE
Members of the Board or any committee designated by the Board
may participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear one another. Participation by such means
shall constitute presence in person at a meeting.
3.6. NOTICE OF SPECIAL MEETINGS
Notice of a special Board or committee meeting stating the
place, day and hour of the meeting shall be given to a Director in writing or
orally by telephone or in person and
6
received at least two days before the meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in the
notice of such meeting. Each Director shall promptly confirm to the Company, in
writing or orally, receipt of any such notice and may designate in writing to
the Company one or more agents empowered to confirm receipt of such notice by
such Director. The notice shall be effective if receipt of such notice by a
Director is confirmed, orally or in writing, by the Director or any agent so
designated by such Director.
3.7. WAIVER OF NOTICE
3.7.1 IN WRITING
Whenever any notice is required to be given to any Director
under the provisions of these Bylaws, the Certificate of Incorporation or the
DGCL, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.
3.7.2 BY ATTENDANCE
The attendance of a Director at a Board or committee meeting
shall constitute a waiver of notice of such meeting, except when a Director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
3.8. QUORUM
A majority of the total number of Directors fixed by or in the
manner provided in these Bylaws or, if vacancies exist on the Board, a majority
of the total number of Directors then serving on the Board, provided, however,
that such number may be not less than one-third of the total number of Directors
fixed by or in the manner provided in these Bylaws, shall constitute a quorum
for the transaction of business at any Board meeting. If less than a majority
are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
3.9. MANNER OF ACTING
The act of the majority of the Directors present at a Board or
committee meeting at which there is a quorum shall be the act of the Board or
committee, unless the vote of a greater number is required by these Bylaws, the
Certificate of Incorporation or the DGCL.
3.10. ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING
Any action which could be taken at a meeting of the Board or
of any committee appointed by the Board may be taken without a meeting if a
written consent setting forth the action so taken is signed by each of the
Directors or by each committee member. Any such
7
written consent shall be inserted in the minute book as if it were the minutes
of a Board or a committee meeting.
3.11. RESIGNATION
Any Director may resign at any time by delivering written
notice to the Chairman of the Board, the President, the Secretary or the Board,
or to the registered office of the corporation. Any such resignation shall take
effect at the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
3.12. REMOVAL
At a meeting of stockholders called expressly for that
purpose, or by written consent without a meeting, one or more members of the
Board (including the entire Board) may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote on the
election of Directors.
3.13. VACANCIES
Any vacancy occurring on the Board may be filled by the
affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A Director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the
Board.
3.14. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD
The Board shall elect a Chairman of the Board who shall
preside over all meetings of the Board and the stockholders of the corporation.
The Chairman shall provide advice and counsel to the Board and the chief
executive officer with respect to the development, implementation and
performance of the policies and strategic plans of the corporation and shall
participate in the affairs of the corporation with its senior management to the
extent he or she determines such participation to be advisable in order to
fulfill such duties as may be related to his or her position as Chairman of the
Board.
The Board may also elect one or more Vice Chairmen of the
Board. In the absence of the Chairman of the Board, the Vice Chairmen of the
Board in order of their rank as fixed by the Board or, if not ranked, the Vice
Chairman of the Board designated by the Board, shall, if present, preside at all
meetings of the Board and the stockholders of the corporation. The Vice Chairmen
of the Board shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board or the Chairman of the Board.
3.15. COMMITTEES
3.15.1 CREATION AND AUTHORITY OF COMMITTEES
8
The Board may, by resolution passed by a majority of the
number of Directors fixed by or in the manner provided in these Bylaws, appoint
standing or temporary committees, each committee to consist of one or more
Directors of the corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board establishing
such committee or as otherwise provided in these Bylaws, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which require it; but no such committee
shall have power or authority in reference to (a) amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the DGCL, fix the designations,
preferences or rights of such shares to the extent permitted under Section 141
of the DGCL), (b) adopting an agreement of merger or consolidation under
Sections 251 or 252 of the DGCL, (c) recommending to the stockholders the sale,
lease or exchange or other disposition of all or substantially all of the
property and assets of the corporation, (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (e) amending
these Bylaws; and, unless expressly provided by resolution of the Board, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the DGCL.
3.15.2 MINUTES OF MEETINGS
All committees so appointed shall keep regular minutes of
their meetings and shall cause them to be recorded in books kept for that
purpose.
3.15.3 QUORUM AND MANNER OF ACTING
A majority of the number of Directors composing any committee
of the Board, as established and fixed by resolution of the Board, shall
constitute a quorum for the transaction of business at any meeting of such
committee but, if less than a majority are present at a meeting, a majority of
such Directors present may adjourn the meeting from time to time without further
notice. The act of a majority of the members of a committee present at a meeting
at which a quorum is present shall be the act of such committee.
3.15.4 RESIGNATION
Any member of any committee may resign at any time by
delivering written notice thereof to the Chairman of the Board, the President,
the Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
9
3.15.5 REMOVAL
The Board may remove from office any member of any committee
elected or appointed by it, but only by the affirmative vote of not less than a
majority of the number of Directors fixed by or in the manner provided in these
Bylaws.
3.15.6 COMPENSATION
By Board resolution, Directors and committee members may be
paid their expenses, if any, of attendance at each Board or committee meeting, a
fixed sum for attendance at each Board or committee meeting, or a stated salary
as Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 4. OFFICERS
4.1. NUMBER
The officers of the corporation shall be a President and a
Secretary, each of whom shall be elected by the Board. One or more Vice
Presidents (including Executive and Senior Vice Presidents), a Treasurer and
such other officers and assistant officers, including a Chairman of the Board,
may be elected or appointed by the Board, such officers and assistant officers
to hold office for such period, have such authority and perform such duties as
are provided in these Bylaws or as may be provided by resolution of the Board.
Any officer may be assigned by the Board any additional title that the Board
deems appropriate. The Board may delegate to any officer or agent the power to
appoint any such subordinate officers or agents and to prescribe their
respective terms of office, authority and duties. Any two or more offices may be
held by the same person.
4.2. ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected annually by
the Board at the Board meeting held after the annual meeting of the
stockholders. If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as a Board meeting conveniently may be
held. Unless an officer dies, resigns or is removed from office, he or she shall
hold office until the next annual meeting of the Board or until his or her
successor is elected.
4.3. RESIGNATION
Any officer may resign at any time by delivering written
notice to the Chairman of the Board, the President, a Vice President, the
Secretary or the Board. Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
10
4.4. REMOVAL
Any officer or agent elected or appointed by the Board may be
removed by the Board with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
4.5. VACANCIES
A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office or any other cause may be
filled by the Board for the unexpired portion of the term, or for a new term
established by the Board.
4.6. PRESIDENT
The President shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board. The
President shall supervise and control all of the assets, business and affairs of
the corporation and shall have the direction of all other officers, employees
and agents. The President may sign, with the Secretary or any Assistant
Secretary or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation, deeds, mortgages, bonds, contracts or other
instruments. In general, the President shall perform all duties incident to the
office of the chief executive officer of a corporation and such other duties as
are prescribed by the Board from time to time.
4.7. VICE PRESIDENT
(a) In the event of the death of the President
or his or her inability to act, the Vice President (or if there is more
than one Vice President, the Vice President who was designated by the
Board as the successor to the President, or if no Vice President is so
designated, the Vice President first elected to such office) shall
perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign with the
Secretary or any Assistant Secretary certificates for shares of the
corporation. Vice Presidents shall have, to the extent authorized by
the President or the Board, the same powers as the President to sign
deeds, mortgages, bonds, contracts or other instruments. Vice
Presidents shall perform such other duties as from time to time may be
assigned to them by the President or by the Board.
(b) In addition to the Vice Presidents described
in Section 4.7(a), there shall be a special category of Vice President,
entitled "Vice President-[Station Call Letters]", with such duties,
responsibilities and contractual authority with respect to the
television station whose call letters are specified in the officer's
title as are assigned to them by the President or the Board.
4.8. SECRETARY
The Secretary shall be responsible for preparation of minutes
of meetings of the Board and stockholders, maintenance of the corporation's
records and stock registers, and
11
authentication of the corporation's records and shall in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the President or by the Board. In the
absence of the Secretary, an Assistant Secretary may perform the duties of the
Secretary.
4.9. TREASURER
If required by the Board, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such amount and with such surety
or sureties as the Board shall determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws; sign certificates for shares of the corporation; and
in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or by the Board. In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer.
4.10. SALARIES
The salaries of the officers shall be fixed from time to time
by the Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1. CONTRACTS
The Board may authorize any officer or officers, employee or
employees, or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation and may authorize
such officers, employees and agents to delegate such power (including power to
redelegate) by written instrument to other officers, employees or agents of the
corporation. Such authority may be general or confined to specific instances.
5.2. LOANS TO THE CORPORATION
No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.
5.3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers, or agent or agents, of the
corporation and in such manner as is from time to time determined by resolution
of the Board.
12
5.4. DEPOSITS
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board may select.
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1. ISSUANCE OF SHARES
No shares of the corporation shall be issued unless authorized
by the Board, which authorization shall include the maximum number of shares to
be issued and the consideration to be received for each share.
6.2. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be
signed by the Chairman of the Board or a Vice 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, any of whose signatures may be a
facsimile. The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue. All certificates shall include on their face
written notice of any restrictions which may be imposed on the transferability
of such shares and shall be consecutively numbered or otherwise identified.
6.3. STOCK RECORDS
The stock transfer books shall be kept at the registered
office or principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
or entity to whom or to which certificates for shares are issued, together with
the class and number of shares represented by each such certificate and the date
of issue thereof, shall be entered on the stock transfer books of the
corporation. The person or entity 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.
6.4. RESTRICTION ON TRANSFER
Except to the extent that the corporation has obtained an
opinion of counsel acceptable to the corporation that transfer restrictions are
not required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the
13
certificate, or on the reverse of the certificate if a reference to the legend
is contained on the face, which reads substantially as follows:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933 or any applicable
state law, and no interest therein may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (a)
there is an effective registration statement under such Act
and applicable state securities laws covering any such
transaction involving said securities or (b) this corporation
receives an opinion of legal counsel for the holder of these
securities (concurred in by legal counsel for this
corporation) stating that such transaction is exempt from
registration or (c) this corporation otherwise satisfies
itself that such transaction is exempt from registration.
Neither the offering of the securities nor any offering
materials have been reviewed by any administrator under the
Securities Act of 1933 or any applicable state law."
6.5. TRANSFER OF SHARES
The transfer of shares of the corporation shall be made only
on the stock transfer books of the corporation pursuant to authorization or
document of transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.
6.6. LOST OR DESTROYED CERTIFICATES
In the case of a lost, destroyed or mutilated certificate, a
new certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.
6.7. SHARES OF ANOTHER CORPORATION
Shares owned by the corporation in another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the Board
may determine or, in the absence of such determination, by the Chairman of the
Board, the Vice Chairman of the Board, the President or any Vice President of
the corporation.
SECTION 7. BOOKS AND RECORDS
The corporation shall keep correct and complete books and
records of account, stock transfer books, minutes of the proceedings of its
stockholders and Board and such other records as may be necessary or advisable.
14
SECTION 8. ACCOUNTING YEAR
The accounting year of the corporation shall be the calendar
year, provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.
SECTION 9. SEAL
The seal of the corporation, if any, shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.
SECTION 10. INDEMNIFICATION
10.1. INDEMNIFICATION
The corporation shall to the fullest extent permitted by the
DGCL as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than permitted prior thereto) or by
applicable law as then in effect indemnify and hold harmless any person (the
"Indemnitee") who is or was a director or officer of the corporation and who is
or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that such person
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 (including, without limitation, any employee benefit plan) whether
the basis of such Proceeding is alleged action in an official capacity as such a
director, officer, employee or agent or in any other capacity while serving as
such a director, officer, employee or agent, against all expenses (including
attorneys' fees and ERISA excise taxes or penalties), liabilities, losses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such Proceeding and such indemnification shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent; provided, however, except as provided in subsection 10.4(d) hereof,
the foregoing shall not apply to a director or officer of the corporation with
respect to a Proceeding (or part thereof) that was commenced by such director or
officer unless the Proceeding (or part thereof) was authorized or ratified by
the Board. Such indemnification shall be a contract right and shall include the
right to receive payment in advance for any expenses incurred by the Indemnitee
in accordance with subsection 10.4 hereof.
10.2. INSURANCE, CONTRACTS AND FUNDING
The corporation may purchase and maintain insurance to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise,
including, without limitation, any employee benefit plan, against any expenses,
liabilities, losses, judgments, fines and amounts paid in settlement whether
15
or not the corporation would have the power to indemnify such person against
such expenses, liabilities, losses, judgments, fines or amounts paid in
settlement under the DGCL. The corporation may enter into contracts with any
person entitled to indemnification under this Section 10 in furtherance of the
provisions of this Section 10 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section 10.
10.3. INDEMNIFICATION; NOT EXCLUSIVE RIGHT
The indemnification provided for in this Section 10 shall not
be exclusive of any other rights to which those seeking indemnification may
otherwise be entitled, and the provisions of this Section 10 shall inure to the
benefit of the heirs and legal representatives of any person entitled to
indemnity under this Section 10 and shall be applicable to Proceedings commenced
or continuing after the adoption of this Section 10, whether arising from acts
or omissions occurring before or after such adoption.
10.4. ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT
OF CERTAIN PROCEEDINGS; REMEDIES
In furtherance, but not in limitation, of the foregoing
provisions, the following procedures, presumptions and remedies shall apply with
respect to advancement of expenses and the right to indemnification under this
Section 10.
(a) Advancement of Expenses. All reasonable
expenses incurred by or on behalf of the Indemnitee in connection with
any Proceeding shall be advanced to the Indemnitee by the corporation
within 20 days after the receipt by the corporation of a statement or
statements from the Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements to or after final disposition
of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by
law at the time of such advance, shall include or be accompanied by an
undertaking by or on behalf of the Indemnitee to repay the amounts
advanced if it should ultimately be determined by final judicial
decision from which there is no further right to appeal that the
Indemnitee is not entitled to be indemnified against such expenses
pursuant to this Section 10.
(b) Procedure for Determination of Entitlement
to Indemnification. To obtain indemnification under this Section 10, an
Indemnitee shall submit to the Secretary of the corporation a written
request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of
the Indemnitee's entitlement to indemnification shall be made not later
than 60 days after receipt by the corporation of the written request
for indemnification together with the Supporting Documentation. The
Secretary of the corporation shall, promptly upon receipt of such a
request for
16
indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.
(c) Presumptions. The Indemnitee shall be
presumed to be entitled to indemnification under this Section 10 upon
submission of a request for indemnification together with the
Supporting Documentation in accordance with subsection 10.4(b) hereof,
and the corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. Neither the failure
of the corporation (including its Board, independent legal counsel or
its stockholders) to have made a determination that indemnification of
the Indemnitee is proper in the circumstances prior to the commencement
of a judicial proceeding under the provision of subsection 10.4(d)
hereof nor an actual determination by the corporation (including its
Board, independent legal counsel or its stockholders) that the
Indemnitee is not entitled to indemnification shall be a defense to the
judicial proceeding or create a presumption that the Indemnitee is not
so entitled. The termination of any Proceeding described in subsection
10.1 hereof, or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, adversely affect the right of the
Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation or, with respect to any criminal Proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.
(d) Remedies of Indemnitee.
(i) If a claim under this Section 10 is
not paid in full by the corporation within 60 days after a written
request has been submitted to the corporation in accordance with the
provisions of subsection 10.4(b) hereof or, in the case of a claim for
an advancement of expenses, 20 days after the receipt by the
corporation of a statement requesting such advance in accordance with
the provisions of subsection 10.4(a) hereof, then the Indemnitee shall
be entitled to seek an adjudication of his entitlement to such
indemnification in an appropriate court of the State of Delaware or any
other court of competent jurisdiction.
(ii) The corporation shall be precluded
from asserting in any judicial proceeding commenced pursuant to this
subsection 10.4(d) that the procedures and presumptions of this Section
10 are not valid, binding and enforceable and shall stipulate in any
such court that the corporation is bound by all the provisions of this
Section 10.
(iii) In the event that the Indemnitee,
pursuant to this subsection 10.4(d), seeks a judicial adjudication to
enforce his rights under, or to recover damages for breach of, this
Section 10, the Indemnitee shall be entitled to recover from the
corporation, and shall be indemnified by the corporation against, any
expenses actually and reasonably incurred by the Indemnitee if the
Indemnitee prevails in such judicial adjudication in whole or in part.
17
10.5. EFFECT OF AMENDMENTS
Neither the amendment or repeal of, nor the adoption of a
provision inconsistent with, any provision of this Section 10 (including,
without limitation, this subsection 10.5) shall adversely affect the rights of
any director or officer under this Section 10 with respect to any Proceeding
arising out of any action or omission occurring prior to such amendment, repeal
or adoption of an inconsistent provision, in either case without the written
consent of such director or officer.
10.6. SEVERABILITY
If any provision or provisions of this Section 10 shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the
validity, legality and enforceability of the remaining provisions of this
Section 10 (including, without limitation, all portions of any paragraph of this
Section 10 containing any such provision held to be invalid, illegal or
unenforceable that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Section 10 (including, without limitation, all
portions of any paragraph of this Section 10 containing any such provision held
to be invalid, illegal or unenforceable that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
10.7. INDEMNIFICATION OF EMPLOYEES AND AGENTS
Notwithstanding any other provision or provisions of this
Section 10, the corporation may indemnify any person (other than a director or
officer of the corporation) who is or was involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any Proceeding by reason of the fact that such person is or was an
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 (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees and ERISA excise taxes or penalties), liabilities, losses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such Proceeding.
10.8. PERSONS SERVING OTHER ENTITIES
Any person who is or was a director, officer or employee of
the corporation who is or was serving (a) as a director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses as
provided under this Section 10.
18
SECTION 11. AMENDMENTS OR REPEAL
The Board shall have the power to adopt, amend or repeal these
Bylaws; provided, however, that the Board may not repeal or amend any by-law
that the stockholders have expressly provided may not be amended or repealed by
the Board.
The stockholders shall also have the power to adopt, amend or
repeal these Bylaws.
SECTION 12. OWNERSHIP OR VOTING BY ALIENS
(a) As used in these Bylaws, the word "Alien"
shall be construed to include the following and their representatives:
an individual not a citizen of the United States of America; a
partnership unless a majority of the partners are citizens of the
United States of America and have a majority interest in the
partnership profits; a foreign government; a corporation, joint` stock
company or association organized under the laws of a foreign country;
and any other corporation, joint-stock company or association directly
or indirectly controlled by one or more of the foregoing.
(b) Not more than one-fifth of the aggregate
number of shares of voting stock of the corporation of any class
outstanding shall at any time be owned of record or voted by or for the
account of Aliens.
(c) The ownership of record of shares of stock
by or for the account of Aliens, and the citizenship of transferees
thereof, shall be determined in conformity with regulations prescribed
by the Board. There shall be maintained separate stock records, a
domestic record of shares of stock held by citizens and a foreign
record of shares of stock held by Aliens.
(d) Every certificate representing stock issued
or transferred to an Alien shall be marked "Foreign Share Certificate,
but under no circumstances shall certificates representing more than
one-fifth of the aggregate number of shares of voting stock of any
class outstanding at any one time be so marked, nor shall the total
amount of voting stock represented by Foreign Share Certificates, plus
the amount of voting stock owned by or for the account of Aliens and
represented by certificates not so marked, exceed one-fifth of the
aggregate number of shares of voting stock of any class outstanding.
Every certificate issued not marked "Foreign Share Certificate" shall
be marked "Domestic Share Certificate." Any stock represented by
Foreign Share Certificates may be transferred to either Aliens or
non-Aliens.
(e) If, and so long as, the stock records of the
corporation shall disclose that one-fifth of the outstanding shares of
voting stock of any class is owned by Aliens, no transfer of shares of
such class represented by Domestic Share Certificates shall be made to
Aliens, and if it shall be found by the corporation that stock
represented by a Domestic Share Certificate is, in fact, held by or for
the account of an Alien, the holder of such stock shall not be entitled
to vote, to receive dividends or to have any other rights, except the
right to transfer such stock to a citizen of the United States of
America.
19
(f) The corporation shall not be owned or
controlled directly or indirectly by any other corporation of which any
officer or more than one fourth of the directors are Aliens, or of
which more than one-fourth of the stock is owned of record or voted by
Aliens.
(g) The Board may, at any time and from time to
time, adopt such other provisions as the Board may deem necessary or
desirable to comply with the provisions of Section 310(a) of the
Federal Communications Act as now in effect or as it may hereafter from
time to time be amended, and to carry out the provisions of this
Section 12 and of Article 13 of the Certificate of Incorporation.
* * * * *
The foregoing Bylaws were adopted by the Board of Directors on
July 30, 2002. Section 10 hereof ("Indemnification") was approved by the sole
stockholder on July 30, 2002.
/s/ Gregory M. Schmidt
Name: Greogry M. Schmidt
Title: Vice President - New Development
and General Counsel
20