REGULATIONS
ARTICLE I.
GENERAL
SECTION 1. The name of this Corporation shall be the TOURING ARTISTS GROUP, INC.
SECTION 2. The principal office of this Corporation shall be located at 9265
Olde Eight Road, Northfield, OH 44067.
SECTION 3. The Corporation may, in addition to its principal office, establish
and maintain such other offices, at such place or places as the Board of
Directors may deem necessary, desirable or expedient from time to time.
Moreover, the Board of Directors shall have the authority to change the
principal office of the Corporation so long as proper notice and such filing of
documents as is required is made with the Department of State of the State of
Ohio.
ARTICLE II.
CORPORATE SEAL
SECTION 1. The corporate seal of this Corporation shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word "OHIO."
SECTION 2. The said seal may be used by any of the officers of be impressed or
affixed to any paper or document necessary and proper to the conduct of the
business of the Corporation.
ARTICLE III.
SHAREHOLDERS AND THEIR RIGHTS
SECTION 1. All meetings of the Shareholders and of the Board of Directors, if
any, shall be held at the principal office of the Corporation, within the State
of Ohio, or at such other place or places as the directors may, from time to
time determine.
SECTION 2. The annual meeting of the Shareholders, commencing with the year
1993, shall be held on the first Friday of April of each year at 1:00 o'clock,
P.M., at which time they shall elect a Board of Directors, if required, and
transact any other business as may properly be brought before the meeting.
SECTION 3. Written notice of the annual meeting, specifying the location, day
and hour of the meeting, shall, at least ten (10) days prior to the meeting, be
served upon or mailed, postage prepaid, to each Shareholder entitled to vote
thereat, being of record ten (10) days next preceding the date of the meeting,
at such address as appears on the transfer books of the Corporation by the
Secretary.
SECTION 4. Special meetings of the Shareholders for any purpose or purposes,
other than those regulated by statute, may be called at any time by the
President, or a majority of the Board of Directors, or the holders of not less
than one-half of all the shares issued and outstanding and entitled to vote at
the particular meeting, upon written request identifying the purpose (s) of the
meeting and delivered to the Secretary of the Corporation. Upon receipt of any
such request, it shall be the duty of the Secretary to call a special meeting of
the Shareholders to be held at such time, not less than ten (10) days nor more
than thirty (30) days thereafter, as the Secretary may fix.
SECTION 5. Written notice of any special meeting of the Shareholders shall be
given to each Shareholder entitled to vote thereat, at such address as appears
on the transfer books of the Corporation, at least ten (10) days before such
meeting, unless a greater period of notice is required by statute in a
particular case. Identification of the purpose(s) of the special meeting shall
be provided in the notice.
SECTION 6. Business transacted at all special meetings shall be confined to the
purpose(s) stated in the call and matters germane thereto.
SECTION 7. Those Shareholders present in person, or represented by proxy, at any
annual meeting of Shareholders or at any duly called and properly noticed
special meeting of Shareholders shall be requisite and shall constitute a quorum
at all such meetings of Shareholders for the transaction of business, except as
otherwise provided by statute, by the Articles of incorporation or by these
Regulations.
SECTION 8. When a quorum is present, or represented at any meeting, the vote of
the holders of a majority of the stock having voting power, present in person,
or represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
the Articles of Incorporation or these Regulations, a different vote is
required, in which case, such express provision shall govern and control the
decision of such question.
SECTION 9. At every Shareholders' meeting, every Shareholder entitled to vote
shall have the right to one (1) vote for every share of voting stock standing in
his name on the books of the Corporation. Unless a record date shall have been
fixed for the determination of Shareholders entitled to vote at a Shareholders'
meeting, transferees of shares which are transferred on the books of the
Corporation within ten (10) days next preceding the date of such meeting shall
not be entitled to vote at such meeting. Upon demand made by a Shareholder
before the voting begins, at any election for Directors, the election shall be
by written ballot.
SECTION 10. Every Shareholder entitled to vote may vote either in person or by
proxy. Every proxy shall be executed in writing by the Shareholder or his duly
authorized attorney-in-fact and filed with the Secretary of the Corporation. A
proxy, unless coupled with an interest explicitly set forth in the proxy, shall
be revocable at will, notwithstanding any other
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agreement or any provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until notice thereof has been given to the
Secretary of the Corporation. No unrevoked proxy shall be valid after thirty
(30) days from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an
interest, be voted on after ninety (90) days from the date of its execution. A
proxy shall not be revoked by the death or incapacity of the maker, unless,
before the vote is counted or the authority is exercised, written notice of such
incapacity is given to the Secretary of the Corporation.
SECTION 11. The officer or agent having charge of the transfer books for shares
of the Corporation shall make, at lest ten (10) days before each meeting of
Shareholders, a complete list of the Shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each, which list shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any Shareholder at any
time during usual business hours. Such list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting. If, at any time, there are
three (3) or less Shareholders of the Corporation, the duties imposed by this
section shall be waived.
SECTION 12. In advance of any meeting of Shareholders, the Board of Directors
may appoint judges of the election, who shall be Shareholders, to act at such
meeting or any adjournment thereof. If judges of election be not so appointed,
the Chairman of any such meeting, on the request of any Shareholder or proxy,
shall make such appointment at the meeting. The number of judges shall be three
(3). No person who is a candidate for office shall act as a judge. The judges of
election shall do all such acts as may be proper to conduct the election or vote
with fairness to all Shareholders and shall make a report of any matter
determined by them and execute a certificate of any fact found by them, if
requested by the Chairman of the meeting or any Shareholder or his proxy. The
decision on the act, or certificate of a majority of the judges of the election
shall be effective in all respects as the decision, act or certificate of all
Shareholders.
SECTION 13. If set forth in the notice calling a regular or special meeting of
the Shareholders, or if consented to by all of the Shareholders, any regular or
special meeting of Shareholders may be held by conference telephone. Any meeting
held by conference telephone shall require the participation of a majority of
the Shareholders, present by telephone or represented on the telephone by proxy,
to constitute a quorum of the Shareholders. In addition, for non-telephone
conference meetings, at the discretion of a majority of the Shareholders present
in person, or represented by proxy, any one or more of the Shareholders may
participate in any regular or special meeting of the Shareholders by conference
telephone in lieu of physically attending the meeting.
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ARTICLE IV.
INFORMAL ACTION BY SHAREHOLDERS
SECTION 1. Any action required to be taken at a meeting of the shareholders may
be taken without a meeting, if a consent in writing setting forth the action so
taken shall be signed by all Shareholders who would be entitled to vote at a
meeting for such purposes and the consent shall be filed with the Secretary of
the Corporation.
ARTICLE V.
DIRECTORS
SECTION 1. The number of Directors which shall constitute the Board of Directors
shall be five (5). Directors shall be natural persons of full age and need not
be Shareholders of the Corporation. Except as hereinafter provided in the case
of vacancies, Directors other than those constituting the first Board of
Directors shall be elected by the Shareholders, and each Director shall be
elected to serve for the term of one year and/or until his successor shall be
elected and shall qualify.
SECTION 2. Vacancies in the Board of Directors shall be filled by a majority of
the remaining members of the Board, though less than a quorum and each person so
elected shall be a Director until his successor is elected by the Shareholders,
who may make such election at the next annual meeting of the Shareholders, or at
any special meeting duly called for the purpose and held prior thereto.
SECTION 3. The business and affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute, or by the Articles of
Incorporation or by these Regulations directed or required to be exercised and
done by the Shareholders.
SECTION 4. The Board of Directors shall exercise such powers as are expressly
given them by the Articles of Incorporation and these Regulations, together with
such powers as will enable them to do all such lawful acts as are necessary,
proper and expedient for the welfare of this Corporation, and are not directed
or required to be exercised by the Shareholders by statute, the Articles of
incorporation, or these Regulations; and without prejudicing the general powers
of the Board of Directors, as hereinafter stated, it is expressly declared that
the Directors shall have the following powers:
(a) To make and change regulations not inconsistent
with these Regulations for the management of the Corporation's business and
affairs;
(b) To have full power, from time to time, to
purchase or otherwise acquire for the Corporation any property, rights or
privileges which the Corporation is authorized by law to purchase, or otherwise
acquire, at such prices and considerations and upon such terms and conditions as
the Board may consider advisable, and in its discretion, may pay therefor, in
whole or in part, in money, or in stocks, bonds, or both, or other securities of
the Corporation;
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(c) To sell, or otherwise dispose of, transfer or
convey, any; property of the Corporation, at such prices and considerations and
upon such terms and conditions as the Board may consider advisable, and in its
discretion they may accept in payment or exchange therefore, in whole, or in
part, money or stocks, or bonds, or other securities of any Corporation or
Corporations, except as otherwise provided by law, or by the Articles of
Incorporation;
(d) To borrow money, and to make and issue notes,
bonds, and other negotiable and transferrable instruments, mortgages, deeds of
trust, and trust agreements, and do every act and thing necessary to effectuate
the same;
(e) To appoint and remove, or suspend, such
employees, agents or factors as they may deem necessary; to determine their
duties, to fix, and from time to time, to change their salaries or remuneration,
and to require security as and when they think fit;
(f) To manage the property, business and affairs of
the Corporation and the Directors, as a Board, are hereby invested in such
management with all the powers which the Corporation itself possesses so far as
such delegation of power is not incompatible with the provisions of these
Regulations, or the laws of the State of Ohio.
SECTION 5. Any Director shall be subject to removal by the majority vote of the
holders of the common voting stock, at a special meeting called for that
purpose, with or without cause.
SECTION 6. If the office of any Director shall become vacant by reason of death,
resignation, removal, or other reason, the remaining Directors, by a majority
vote may, at a meeting of the Board of Directors specially called, elect a
successor who shall hold office for the unexpired term and until his successor
is elected and qualifies, unless a special meeting of the holders of the common
voting stock is duly called for the purpose of filling the vacancy and is
actually held prior to the annual meeting.
SECTION 7. Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board, provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE VI.
MEETINGS OF THE BOARD
SECTION 1. The meetings of the Board of Directors may be held at such place
within the State of Ohio as a majority of the Directors may from time to time
appoint or as may be designated in the notice calling the meeting. If no place
is so appointed or designated, the meeting shall be held at the principal place
of business of the Corporation.
SECTION 2. The first meeting of each newly elected Board may be held at such
time and place as shall be fixed by the Shareholders at the meeting at which
such Directors were
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elected and no notice shall be necessary to the newly elected Directors in order
to legally constitute the meeting, provided a majority of the whole Board shall
be present; or it may convene at such time and place as may be fixed by the
consent in writing of all the Directors.
SECTION 3. Regular meetings of the Board shall be held from at such time as
shall from time to time be determined by a majority of the Directors, on five
(5) days notice to each Director, given personally or by mail or by telegram.
SECTION 4. Special meetings of the Board may be called by the President on three
(3) days' notice to each Director, either personally or by mail or by telegram,
said notice specifying the purpose(s) of the special meeting; special meetings
shall be called by the President or Secretary in a like manner and on like
notice on the written request of two (2) Directors.
SECTION 5. At all meetings of the Board, a majority of the Directors in office
shall be necessary to constitute a quorum for the transaction of business, and
the acts of a majority of the Directors present at a meeting at which a quorum
is present, shall be the acts of the Board of Directors, except as otherwise
specifically provided by statute or by the Articles of Incorporation, or by
these Regulations. If a quorum shall not be present at any meeting of Directors,
the Directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be present.
SECTION 6. If all the Directors shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
Board of Directors. All consents shall be filed with the Secretary of the
Corporation.
SECTION 7. If set forth in the notice calling a regular or special meeting of
the Board of Directors, or if consented to by all of the Board of Directors, the
regular or special meeting of Board of Directors may be held by conference
telephone, with a majority of the Directors present by telephone to constitute a
quorum of the meeting. In addition, at the discretion of a majority of the Board
of Directors present at a duly called and noticed regular or special meeting of
the Board of Directors, one or more of the Directors may participate in the
meeting by conference telephone in lieu of physically attending the meeting.
ARTICLE VII.
OFFICERS
SECTION 1. The officers of the Corporation shall be chosen by the Directors and
shall be a president, a vice-president, a secretary, and a treasurer. In
addition, the Board of Directors may appoint any such other vice-presidents,
assistant secretaries, or assistant treasurers it deems necessary to efficiently
operate the Corporation. The president, secretary, treasurer, vice-president and
any other vice-presidents, assistant secretaries, or assistant treasurers shall
be natural persons of full age. Any or all of the foregoing offices may be held
by the same person.
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SECTION 2. The Board of Directors, at their first meeting of each calendar year
commencing in 1992 shall elect a president, secretary and treasurer and shall
appoint such vice-presidents, assistant secretaries and assistant treasurers as
necessary.
SECTION 3. The Board of Directors may also choose such other officers and
assistant officers and agents as the needs of the corporation may require, who
shall hold their offices for such terms and shall have such authority and shall
perform such duties as from time to time shall be determined by resolution of
the Board.
SECTION 4. The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
SECTION 5. The officers of the Corporation shall hold office for one year and
until their successors are chosen and have qualified. An officer or agent,
elected or appointed by the Board of Directors, may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby. If the office of any officer becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors.
SECTION 6. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the Shareholders and Directors;
shall have general and active management of the business of the Corporation, and
shall see that all orders and resolutions of the Board are carried into effect.
SECTION 7. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be Otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
SECTION 8. The Vice-President, if one is appointed, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as shall from time to time be
imposed by the Board of Directors.
SECTION 9. The Secretary shall attend all meetings of the shareholders and of
the Board of Directors, and shall act as clerk thereof. He shall record the
minutes of all transactions at each meeting in a book to be kept for that
purpose, wherein shall also be a record of all the votes of the Corporation. The
Secretary shall give or cause to be given notice of all meetings of the
shareholders or the Board of Directors, where notice is required by statute or
these Regulations, and shall, in addition thereto, perform such other duties as
may be prescribed by the Board of Directors or the President under whose
supervision he shall be. The Secretary shall keep in his custody the corporate
seal, and shall affix it to any instrument when authorized so to do by the Board
of Directors or the President, and when so affixed it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary. The
Assistant Secretary,
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if one is elected, shall perform all the duties of the Secretary in the event
the Secretary is absent for any reason and shall assist the Secretary in the
performance of his duties.
SECTION 10. The Treasurer shall have the care and custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated by the Board of
Directors. The Assistant Treasurer, if one is elected, shall perform all the
duties of the Treasurer in the event the Treasurer is absent for any reason and
shall assist the Treasurer in the performance of his duties.
SECTION 11. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meeting of the Board of
Directors, or whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the corporation. In addition, the
Treasurer shall render an annual statement as to the financial condition of the
Corporation; he shall have charge and custody of the original stock books, the
stock transfer books and stock ledgers, shall act as the stock transfer agent,
and perform such other duties as may be incident to the office of Treasurer.
SECTION 12. The Treasurer shall, if required by the Board of Directors, give the
Corporation a bond, in such sum, and with such surety or sureties as may be
satisfactory to the Board of Directors for the faithful discharge of the duties
of his office, and for the restoration of the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
ARTICLE VIII.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. Litigation Brought by Third Parties. Each individual who was or is a
party or is threatened to be a party to any threatened, pending or completed
action, suit or proceeding, Whether civil, criminal, administrative or
investigative, or 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, shall be indemnified by the Corporation
against all expenses, including attorney's fees, judgments, fines, amounts paid
in settlement, and all other liabilities actually and reasonably incurred or
imposed upon him in connection with or arising from such action, suit, or
proceeding: PROVIDED, HOWEVER, that the Corporation shall not indemnify any such
person, whose actions or failure to act on behalf of the Corporation which gives
rise to the claim for indemnification, is determined by a court to constitute
wilful misconduct or recklessness.
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SECTION 2. Litigation by or in the Right of the Corporation. Each person, his
heirs, executors or administrators, who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor 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 shall be indemnified by the Corporation only
as to the litigation expenses, including attorney's fees, actually and
reasonably incurred or imposed upon him in connection with the defense or
settlement of such action or suit; PROVIDED, HOWEVER, that the Corporation shall
not indemnify any person whose actions or failure to act has been determined by
a court to constitute willful misconduct or recklessness.
SECTION 3. Indemnification as of Right. To the extent that a Director, officer,
employee, or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
and 2, or in defense of any claim, issue or matter therein, he shall have the
absolute right to be indemnified against expenses, including attorney fees,
actually or reasonably incurred by him in connection therewith. The
determination of what expenses are actually or reasonably incurred shall be
determined by the Board of Directors, but in the event of disagreement, the
person making the request may apply to the Court of Common Pleas of Summit
County, Ohio for such determination.
SECTION 4. Advances for Expenses. Expenses incurred defending 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 after making a determination upon the basis of the facts then
available that the person making the request for an advance is entitled thereto
under the standards of the applicable Section 1 or 2. Such advance shall be
granted only upon receipt of an undertaking by or 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 Article.
SECTION 5. Non-Exclusivity and Non-Duplication. The indemnification provided by
this Article shall not be deemed exclusive of any rights to which any person
seeking indemnification may be entitled under any other By-Law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to actions in
his official capacity and as to actions 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 person. The indemnification provided by
this Article shall not be exclusive of any powers, rights, agreements, or
undertaking which may be legally permissible or authorized by or under any
applicable law. Notwithstanding any other provision set forth in this Article,
the indemnification authorized and provided hereby shall be applicable only to
the extent that any such indemnification shall not duplicate any indemnification
or reimbursement which such person has received or shall receive otherwise than
under this Article.
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SECTION 6. Insurance. 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 or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against such
liability asserted against him and incurred by him in any such capacity under
the provisions of this Article or otherwise, upon such terms and conditions as
the Corporation may deem requisite, including a requirement that any such person
must contribute a portion or all of the cost of maintaining such insurance.
ARTICLE IX.
PERSONAL LIABILITY OF DIRECTORS
SECTION 1. A Director of the Corporation shall not be personally liable for
monetary damages as such for any action taken, or any failure to take any
action, unless: (a) the Director has breached or failed to perform the duties of
his office as set forth in the Ohio Code; and (b) the breach or failure to
perform constitutes self-dealing, wilful misconduct or recklessness.
SECTION 2. The provisions of Section 1 above shall not apply to: (a) the
responsibility or liability of a director pursuant to any criminal statute; or
(b) the liability of a director for the payment of taxes pursuant to local,
State or Federal law.
ARTICLE X.
CERTIFICATE OF SHARES
SECTION 1. The certificates of shares of the Corporation shall be numbered and
registered in the share register as they are issued. They shall exhibit the
registered holder's name and the number and class of shares represented thereby
and the par value, if any, of each share.
SECTION 2. Every share certificate shall be signed by the President and the
Secretary, or the Treasurer and shall be sealed with the corporate seal. In case
any officer who has signed shall have ceased to be such officer because of
death, resignation, or otherwise, before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue.
SECTION 3. In the event of dissolution, the distribution of the assets shall
inure only to the benefit of the owners of the outstanding shares of stock; said
distribution of the assets to he owners of the outstanding shares shall be in
the same proportion which the number of shares of outstanding stock held by each
person bears to the total of shares outstanding.
SECTION 4. When the holder of any stock certificate, or his personal
representative shall allege and represent to the Treasurer of the Corporation
that a certificate of stock has been lost or destroyed or mutilated, the
Directors may direct that a duplicate certificate be issued,
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provided, however, that the Board of Directors shall have the right to demand
that the said holder, or his personal representative, first give to the
Corporation a bond with sufficient surety in a sum equal to double the book
value of the stock represented by said certificate, to indemnify it against any
loss which it may in the future sustain by reason of the issuance of said
duplicate certificate, while the original certificate remains outstanding.
SECTION 5. (a) Provided that the terms of Shareholders Agreement
which may be in effect from time to time are complied with, and all applicable
securities laws are complied with, Shares of the stock of this Corporation may
be transferred upon surrender of the certificate thereof to the Treasurer of
the Corporation endorsed by the holder named therein, or his attorney, lawfully
appointed or constituted in writing, which transfer shall immediately be
entered upon the proper books of the Corporation by the Treasurer thereof.
(b) Upon compliance with these terms, the Treasurer
shall cancel the surrendered certificate by an appropriate marking across its
face, and shall issue a new certificate therefore, indicating the new holder,
and, in the event that he had only a special interest in said stock, the nature
of the special interest.
SECTION 6. The Board of Directors may fix a time, not less than ten (10) nor
more than thirty (30) days prior to the date of any meeting of Shareholders, as
a record date for the determination of the Shareholders entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise their rights in respect to any such change, conversion
or exchange of shares. In such case, only such Shareholders as shall be
Shareholders of record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed. The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any part of such
period and, in such case, written or printed notice thereof shall be mailed at
least five (5) days before the closing thereof to each Shareholder of record at
the address appearing on the records of the Corporation or supplied by said
Shareholder to the Corporation for the purpose of notice.
SECTION 7. (a) Any stock acquired by the Corporation shall be
held in the name of the Corporation, subject to the control of the Board of
Directors, which may, offer it for sale at such price as it may deem proper to
such entity or entities as it may select. The Shareholders shall not have any
preemptive rights in the issuance of treasury stock nor in the issuance of
authorized but unissued stock.
(b) Any purchaser shall be subject to these
Regulations and any provisions of a Shareholders Agreement that may be in
effect at the time of purchase.
SECTION 8. When issued, all certificates of stock shall be conspicuously noted
that they are issued subject to all limitations imposed by these Regulations,
any Shareholders Agreement that may be in effect from time to time, and any
applicable Federal and. State Securities Laws.
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ARTICLE XI.
DIVIDENDS
SECTION 1. Dividends or distributions upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation relating thereto, if
any, may be declared by the Board of Directors at any regular or special meeting
pursuant to Law. Dividends may be paid in cash, in property or in shares of the
Corporation.
SECTION 2. Before payment of any dividend or distribution to shareholders, there
may be set aside out of any funds of the Corporation available for dividends or
distributions, such sum or sums as the Directors from time to time in their
absolute discretion, think proper as a reserve Fund to meet contingencies, or
for equalizing dividends or distributions, or for repairing or maintaining the
property of the Corporation, or for such other purpose as the Directors shall
think conducive to the interests of the Corporation; PROVIDED, HOWEVER, that the
Board of Directors may abolish any reserve in the same manner as it was created.
ARTICLE XII.
FINANCIAL REPORT TO SHAREHOLDERS
SECTION 1. The Directors shall, at their sole discretion, provide the
shareholders all financial reports prepared for the Corporation at the end of
the fiscal year or at any time during the fiscal year. Said financial reports
may include, without limitation, a profit and loss statement, a balance sheet
and a statement of change in retained earnings. If provided, said financial
reports shall be provided within One Hundred Twenty (120) days of the close of
the Corporation's fiscal year. Any Shareholder shall have the right to demand
copies of any or all financial reports, if not provided by the Board of
Directors.
ARTICLE XIII.
CHECKS AND NOTES
SECTION 1. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers as the Board of Directors may from time to
time designate. If not specifically designated, the foregoing shall be signed by
the President and attested by the Secretary.
ARTICLE XIV.
FISCAL YEAR
SECTION 1. The fiscal year shall begin the first day of January in each year.
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ARTICLE XV.
NOTICES
SECTION 1. Whenever under the provisions of the statutes, or of the Articles of
Incorporation, or of these Regulations, notice is required to be given to any
person, it may be given to such person either personally or by sending a copy
thereof through the mail, or by telegram (charges prepaid), to his address
appearing on the books of the Corporation or supplied by him to the Corporation
for the purpose of notice, or, in default of other address, to such person at
the General Post Office in Cleveland, Ohio. If notice is sent by mail or by
telegram, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States Mail or with a telegraph office for
transmission to such person.
SECTION 2. Any notice required to be given to any person may be waived in
writing signed by the person entitled to such notice whether before or after the
time stated therein. Attendance of any person entitled to notice, either in
person or by proxy, at any meeting shall constitute a waiver of notice of such
meeting.
ARTICLE XVI.
AMENDMENTS TO REGULATIONS
SECTION 1. Amendments to these Regulations may be made by a vote of the
Shareholders representing a majority of all the stock issued and outstanding, at
any annual Shareholders' meeting when the proposed amendment has been set forth
in the notice of such meeting.
SIGNATURE AND CERTIFICATION
I certify that the foregoing are the true and correct Regulations
(together with all amendments thereto) of TOURING ARTISTS GROUP, INC.
DATED: May 15, 1992 /s/ Lee D. Marshall
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LEE D. MARSHALL, PRESIDENT
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