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AMENDED AND RESTATED
CODE OF BY-LAWS
OF
EMMIS COMMUNICATIONS CORPORATION
(As Amended Through June 27, 2000)
ARTICLE I
Identification and Offices
Section 1.1. Name. The name of the Corporation is Emmis Communications
Corporation (hereinafter referred to as the "Corporation").
Section 1.2. Registered Office. The registered office and registered agent
of the Corporation is as provided and designated in the Corporation's Amended
and Restated Articles of Incorporation, as the same may be amended from time to
time (the "Articles"). The Board of Directors may, from time to time, change its
registered office or registered agent . On or before the day that any such
change is to become effective, a certificate of such change shall be filed with
the Secretary of State of the State of Indiana.
Section 1.3. Other Offices. The Corporation may establish and maintain such
other offices, within or without the State of Indiana, as are from time to time
authorized by the Board of Directors. The principal office of the Corporation is
One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204.
ARTICLE II
Meetings of Shareholders
Section 2.1. Place of Meeting. All meetings of the shareholders of the
Corporation (the "Shareholders") shall be held at the principal office of the
Corporation in the State of Indiana or at such other place within or without the
State of Indiana as may be fixed from time to time by the Board of Directors,
the Chairman of the Board or the President.
Section 2.2. Annual Meeting. The annual meeting of the Shareholders
shall be held each year within six (6) months after the end of the previous
fiscal year for the purpose of electing Directors and for the transaction of
such other business as may properly come before the annual meeting. If for any
reason an annual meeting is not held during the time period herein provided,
such annual meeting maybe held at any time thereafter, or the business to be
transacted at such annual meeting may be transacted at any special meeting of
the Shareholders called for that purpose.
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Section 2.3. Special Meetings. Special meetings of all Shareholders or a
class of Shareholders for any purpose or purposes, unless otherwise prescribed
by law or the Articles, may be called by the Chairman of the Board, the
President or the Board of Directors.
Section 2.4. Notice of Meetings. Written notice of the place, date and hour
of each meeting of the Shareholders and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, shall be mailed or
delivered, not less than ten (10) days nor more than sixty (60) days prior to
the meeting, to each Shareholder of record entitled to notice of such meeting.
If such notice is mailed, it shall be deemed to have been given to a Shareholder
when deposited in the United States mail, postage prepaid, addressed to the
Shareholder at his address as it appears on the records of Shareholders of the
Corporation. No notice shall be required to be given by mail or otherwise where
the meeting is an adjourned meeting and the date, time and place of the meeting
were announced at the time of adjournment.
Section 2.5. Waiver of Notice. Notice of any meeting may be waived in
writing by a Shareholder before or after the date and time stated in the notice.
Attendance by a Shareholder at a meeting in person or by proxy waives (i)
objection to lack of notice or defective notice of the meeting unless the
Shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (ii) objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the Shareholder objects to considering
the matter when it is presented.
Section 2.6. Quorum; Adjourned Meetings. Except as otherwise required by
law, the presence in person or by proxy of the holders of record of a majority
of the combined voting power of the outstanding shares entitled to vote at a
meeting of the Shareholders shall constitute a quorum for the transaction of
business at such meeting. In case a quorum shall not be present at a meeting,
those present may adjourn to such day as they shall, by majority vote, agree
upon, without notice other than announcement at the meeting of the date, time
and place of the adjourned meeting, unless the date of the adjourned meeting
requires that the Board of Directors fix a new record date therefor, in which
case notice of the adjourned meeting shall be given. At adjourned meetings at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. Once a quorum is present during
the meeting, the Shareholders may continue to transact business until
adjournment notwithstanding the withdrawal of enough Shareholders to leave less
than a quorum.
Section 2.7. Voting. At each meeting of the Shareholders, every Shareholder
entitled to vote shall have the right to vote either in person or by proxy, but
no proxy shall be valid after eleven (11) months unless a longer period is
expressly provided in the appointment. Upon the demand of any Shareholder, the
vote upon any question before the meeting shall be by ballot. A plurality vote
of the voting power of the outstanding shares that are entitled to vote for the
election of a Director and that are represented in person or by proxy at any
meeting at which a quorum for such election is present, shall be sufficient to
elect the Director. On all other matters, the action or question shall be
decided by the vote of a majority of the combined voting power of the
outstanding shares represented in person or by proxy at the meeting at the time
of the vote, except as otherwise required by law, the Articles or these By-Laws.
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Section 2.8. Closing of Books. The Board of Directors may fix a time, not
exceeding seventy (70) days preceding the date of any meeting of Shareholders,
as a record date for the determination of the Shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of 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 the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the Shareholders entitled to notice of, and to
vote at, any meeting of Shareholders, the record date shall be the date
specified by the Chairman of the Board or the President in his call of the
meeting or, if no such date is so specified, the record date shall be the
twentieth (20th) day preceding the date of such meeting.
Section 2.9. Organization of Meetings. The Chairman of the Board, or in his
absence any person appointed by the Chairman of the Board, or if no such person
is appointed, any person chosen by the Board of Directors shall preside at and
act as chairman of all meetings of the Shareholders; and the Secretary, or in
his absence any person appointed by the Chairman of the Board, shall act as
secretary of the meeting. The order of business and all other matters of
procedure at every meeting of the Shareholders shall be determined by the
presiding officer.
Section 2.10. Shareholder List. The Secretary shall prepare before each
meeting a complete list of the Shareholders entitled to notice of such meeting,
arranged in alphabetical order by class of shares (and each series within a
class), and showing the address of, and the number of shares entitled to vote
held by, each Shareholder (the "Shareholder List"). Beginning five business days
before the meeting and continuing throughout the meeting, the Shareholder List
shall be on file at the Corporation's principal office or at a place identified
in the meeting notice in the city where the meeting will be held, and shall be
available for inspection by any Shareholder entitled to vote at the meeting. On
written demand, made in good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the Shareholder List
is directly connected with the Shareholder's purpose, a Shareholder (or such
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business hours and at
the Shareholder's expense, during the period the Shareholder List is available
for inspection. The original stock register or transfer book, or a duplicate
thereof kept in the State of Indiana, shall be the only evidence as to who are
the Shareholders entitled to examine the Shareholder List, or to notice of or to
vote at any meeting.
Section 2.11. Shareholder Proposals.
(a) Nominations for the election of Directors and proposals for any new
business to be taken up at any annual meeting of Shareholders may be made by the
Board of Directors of the Corporation or by any Shareholder of the Corporation
entitled to vote on the matter proposed or the Director to be elected. In order
for a Shareholder of the Corporation to make any such nomination or proposal,
the Shareholder shall give notice thereof in writing to the Corporation,
delivered or mailed by first class United States mail, postage prepaid. The
notice must be received by the Secretary of the Corporation not less than
forty-five (45) days before the one-year anniversary of the date the Corporation
first mailed its proxy materials for the prior year's annual meeting of
shareholders; provided, however, that:
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(1) if the month and day of an annual meeting of Shareholders is more than
thirty (30) days earlier than the month and day of the annual meeting
of shareholders for the prior year, the Secretary of the Corporation
shall have received such written notice from the Shareholder on or
before the close of business on the tenth day following the date of
first public announcement of the date of the annual meeting; and
(2) if the month and day of an annual meeting of Shareholders is more than
thirty (30) days later than the month and day of the annual meeting of
shareholders for the prior year, the Secretary of the Corporation
shall have received such written notice from the Shareholder on or
before the close of business on a date forty-five (45) days before the
actual first date of mailing of the Corporation's proxy materials for
the annual meeting of shareholders for the current year.
(b) Any notice of a nomination or proposal pursuant to subsection (a) of
this Section 2.11 shall include or be accompanied by a written statement which
shall set forth:
(1) as to each person whom the Shareholder proposes to nominate for
election or reelection as a Director, all information relating to such
person that is required be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
Director if elected;
(2) as to any other business that the Shareholder proposes to bring before
the meeting, a concise description of the business desired to be
brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such
Shareholder and of the beneficial owner or owners, if any, on whose
behalf the proposal is made; and
(3) as to each Shareholder giving the notice and beneficial owner, if any,
on whose behalf the nomination or proposal is made, (A) the name and
address of such Shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (B) the number of each class
of shares of the Corporation which are owned beneficially and of
record by such Shareholder and such beneficial owner.
(c) Notwithstanding anything in subsection (a) of this Section 2.11 to the
contrary, if the number of Directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
Director or specifying the size of the increased Board of Directors at least
fifty-five (55) days prior to the first anniversary of the first mailing of
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proxy materials by the Corporation for the preceding year's annual meeting, a
Shareholder's notice required by this Section 2.11 shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be received by the Secretary at the principal executive
offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.
(d) Only such persons who are nominated in accordance with the procedures
set forth in this Section 2.11 shall be eligible to serve as Directors. Only
such business shall be conducted at a meeting of Shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 2.11. The chairman of the meeting has the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 2.11 and,
if any proposed nomination or business is not in compliance with this Section
2.11, to declare that such defective nomination or proposal be disregarded.
(e) For purposes of this Section 2.11, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(f) Notwithstanding the foregoing provisions of this Section 2.11, a
Shareholder shall also comply with all applicable requirements of state law and
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.11. Nothing in this Section 2.11 shall be
deemed to affect any rights of Shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(g) The chairman of any meeting of Shareholders may, if the facts warrant,
determine and declare at such meeting that a nomination or proposal was not made
in accordance with the foregoing procedure, and, if he or she should so
determine, he or she shall so declare at the meeting and the defective
nomination or proposal shall be disregarded. This provision shall not require
the holding of any adjourned or special meeting of Shareholders for the purpose
of considering such defective nomination or proposal.
(h) During any period of time in which the holders of the Corporation's
6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred Stock")
are entitled to vote for Directors under the Corporation's Articles of
Incorporation, as amended from time to time, the number of Directors specified
in Section 3.2(a) shall be automatically increased by two (2). As soon as the
holders of the Preferred Stock are no longer entitled to vote for Directors, the
term of any Director elected by the holders of the Preferred Stock shall
automatically expire and the number of Directors shall automatically return to
the number specified in Section 3.2(a).
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ARTICLE III
The Board of Directors
Section 3.1. General Powers. The business and affairs of the Corporation
shall be managed by or under the authority of 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 law, the Articles or these By-Laws required to be exercised
or done by the Shareholders.
Section 3.2. Number, Qualification and Term of Office.
(a) The Corporation shall have eight (8) directors (the "Directors") who
need not be Shareholders.
(b) Effective as of the annual meeting of Shareholders in 2000, the Board
of Directors shall be divided into three (3) classes, designated Class I, Class
II and Class III, as nearly equal in number as possible. The number of Class A
Directors in each class shall also be as nearly equal in number as possible. The
initial term of office of directors in Class I will expire at the annual meeting
of shareholders in 2001. The initial term of office of directors in Class II
will expire at the annual meeting of shareholders in 2002. The initial term of
office of directors in Class III will expire at the annual meeting of
shareholders in 2003. At each annual election beginning at the annual meeting of
shareholders in 2001, the successors to the class of directors whose term then
expires shall be elected to hold office for a term of three (3) years and until
his or her successor is elected and qualified or until his or her earlier
resignation, removal from office or death. This subsection (b) does not apply to
any directors elected pursuant to special voting rights of one or more series of
Preferred Stock.
(c) The Chairman of the Board shall preside at each Board of Directors
meeting, and in his absence, any person appointed by the Chairman of the Board
shall preside at the meeting. If no such person is appointed, any person
appointed by the Board of Directors shall preside at the meeting.
Section 3.3. Annual Board Meeting. Unless otherwise determined by the Board
of Directors, the Board of Directors shall meet each year immediately after the
annual meeting of the Shareholders, at the place where such meeting of the
Shareholders has been held, for the purpose of organization, election of
officers and consideration of any other business that may properly be brought
before such annual meeting of the Board of Directors. No notice shall be
necessary for the holding of the annual meeting of the Board of Directors. If
the annual meeting of the Board of Directors is not held as above provided, the
election of officers may be held at any subsequent duly constituted meeting of
the Board of Directors.
Section 3.4. Regular Board Meetings. Regular meetings of the Board of
Directors may be held at stated times or from time to time, and at such place,
either within or outside the State of Indiana, as the Board of Directors may
determine, without call and without notice.
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Section 3.5. Special Board Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
President, at such place (within or outside the State of Indiana), date and hour
as specified in the respective notices of such meetings. Special meetings of the
Board of Directors may be called on twenty-four (24) hours notice if notice is
given to each Director personally or by telephone or telecopier, or on five (5)
days notice if notice is mailed to each Director.
Section 3.6. Waiver of Notice and Assent. A Director may waive notice of
any meeting of the Board of Directors before or after the date and time of the
meeting stated in the notice by a written waiver signed by the Director and
filed with the minutes or corporate records. A Director's attendance at or
participation in a meeting shall constitute a waiver of notice of such meeting
and assent to any corporate action taken at such meeting, unless (i) the
Director at the beginning of the meeting (or promptly upon his arrival) objects
to the holding the meeting of or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting; (ii) the
Director's dissent or abstention from the action taken is entered in the minutes
of such meeting; or (iii) the Director delivers written notice of his dissent or
abstention to the presiding office at such meeting before its adjournment or to
the Secretary immediately after its adjournment. The right of dissent or
abstention is not available to a Director who votes in favor of the action
taken.
Section 3.7. Quorum. At all meetings of the Board of Directors, a majority
of the total number of Directors specified in Section 3.2(a) shall constitute a
quorum for the transaction of any business, except (i) as provided in the
Articles, (ii) for the purpose of filling vacancies, a majority of Directors
then in office shall constitute a quorum, and (iii) a lesser number may adjourn
a meeting from time to time until a quorum is present. The act of a majority of
the Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, except as otherwise provided by law, the Articles or
these By-Laws.
Section 3.8. Conference Communications. Any or all Directors may
participate in any meeting, or of any duly authorized committee of Directors, by
any means of communications through which the Directors may simultaneously hear
each other during such meeting. For the purposes of establishing a quorum and
taking any action at the meeting, such Directors participating pursuant to this
Section 3.8 shall be deemed present in person at the meeting, and the place of
the meeting shall be the place of origination of the conference communication.
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Section 3.9. Vacancies; Newly Created Directorships. Any vacancy occurring
in the Board of Directors, including any vacancy resulting from an increase in
the number of Directors, may be filled by a majority vote of the Directors then
in office, although less than a quorum. A Director elected to fill a vacancy or
a newly created Directorship shall hold office until his successor has been
elected and qualified or until his earlier death, resignation or removal.
Section 3.10. Removal.
(a) A Director other than a Class A Director may be removed by the
shareholders only for cause and only if the removal has been approved by an 80%
majority of the combined voting power of the shares entitled to vote for the
election of such Director, cast at a special meeting of the shareholders called
for that purpose. A Class A Director may be removed by the holders of Class A
Shares as provided in Section 7.4(b) of the Articles only for cause and only if
the removal has been approved by the holders of an 80% majority of the Class A
Shares, cast at a special meeting of the shareholders called for that purpose.
Cause for removal exists only if:
(1) the director whose removal is proposed has been convicted of a felony
by a court of competent jurisdiction and the conviction is no longer
subject to direct appeal; or
(2) the director whose removal is proposed has been adjudicated by a court
of competent jurisdiction to be liable for negligence or misconduct in
the performance of his duty to the Corporation in a matter of
substantial importance to the Corporation, and the adjudication is not
longer subject to direct appeal.
(b) This section does not apply to any directors elected pursuant to
special voting rights of one or more series of Preferred Stock.
(c) Removal of a Director by the Board of Directors shall require the
affirmative vote of the number of Directors constituting a majority of the total
authorized number of Directors.
Section 3.11. Committees. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution and may appoint members of
the Board of Directors to serve of them. Committees are subject to the direction
and control of, and vacancies in the membership thereof shall be filled by, the
Board, except as otherwise provided by law. A majority of the members of a
committee present at a meeting is a quorum for the transaction of business,
unless a larger or smaller proportion or number is provided in a resolution
approved by the Board of Directors.
Section 3.12. Written Action. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors, and such written consent is filed with the minutes of
the proceedings. Such action shall be effective on the date on which the
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last signature is placed on such writing or writings or such earlier or later
effective date as is set forth therein.
Section 3.13. Resignations. Any Director may resign at any time by giving
written notice to the Secretary. Such resignation shall take effect at the time
of receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.14. Compensation of Directors. By resolution of the Board, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated amount as Director or a fixed sum
for attendance at each meeting of the Board of Directors, or both. No such
payment shall preclude a Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed, pursuant to resolution by the Board of Directors,
like compensation for attending committee meetings.
ARTICLE IV
Officers
Section 4.1. Number. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a Chairman of the Board, a President, at
least one Executive Vice President, a Secretary, and a Treasurer. The Board of
Directors may also choose additional Executive Vice Presidents, one or more
Divisional Presidents, Vice Presidents, Assistant Secretaries or Assistant
Treasurers, or such other officers as they may deem advisable. Any number of
offices may be held by the same person.
Section 4.2. Election, Term of Office and Qualifications. The Board of
Directors shall elect the officers of the Corporation, each of whom shall have
the powers, rights, duties, responsibilities, and terms in office provided in
these By-Laws or in a resolution of the Board of Directors not inconsistent
herewith. Except for the Chairman of the Board, no officer need be a Director.
The President and all other officers, except the Chairman of the Board, who may
be Directors, shall continue to hold office until the election and qualification
of their successors, notwithstanding an earlier termination of the directorship.
Section 4.3. Removal and Vacancies. Any officer may be removed from his
office at any time, with or without cause, by majority vote of the entire Board
of Directors. Such removal, however, shall be without prejudice to the contract
rights of the person so removed. If there is a vacancy among the officers of the
Corporation by reason of death, resignation, or otherwise, such vacancy shall be
filled for the unexpired term by the Board of Directors
Section 4.4. The Chairman of the Board. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation. The Chairman
of the Board shall preside at all meetings of the Shareholders and Directors and
shall have such other duties as may be prescribed from time to time by the Board
of Directors. He may execute and deliver in the name of the
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Corporation, any deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the Corporation unless the authority to execute
and deliver is required by law to be exercised by another person or is delegated
by the Articles or these By-Laws or by the Board of Directors to some other
officer or agent of the Corporation.
Section 4.5. President. The President shall have general active management
of the business of the Corporation. In the absence of the Chairman of the Board,
he shall preside at all meetings of the Shareholders and Directors. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He may execute and deliver, in the name of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments pertaining to the business of
the Corporation unless such authority to execute and deliver is required by law
to be exercised by another person or is delegated by the Articles or these
By-Laws or by the Board of Directors to some other officer or agent of the
Corporation. He shall maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the Shareholders, and in general,
shall perform all duties usually incident to the office of the President. He
shall have such other duties as may be prescribed from time to time by the Board
of Directors.
Section 4.5.1. Radio Division President. The Radio Division President, if
one is elected, shall have general active management of all radio operations of
the Corporation. He may execute and deliver, in the name of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is delegated by the
Articles or By-Laws or by the Board of Directors to some other officer or agent
of the Corporation. He shall have such other duties as may be prescribed from
time to time by the Board of Directors.
Section 4.5.2. International Division President. The International Division
President, if one is elected, shall have general active management of all
international operations of the Corporation. He may execute and deliver, in the
name of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as
may be prescribed from time to time by the Board of Directors.
Section 4.5.3. Television Division President. The Television Division
President, if one is elected, shall have general active management of all
television operations of the Corporation. He may execute and deliver, in the
name of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as
may be prescribed from time to time by the Board of Directors.
Section 4.6. Executive Vice Presidents and other Vice Presidents. The
Executive Vice Presidents and any other Vice Presidents shall have such powers
and shall perform such duties specified in these By-Laws or prescribed by the
Board of Directors or the President. Any
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Executive Vice President or Vice President may execute and deliver, in the name
of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the Corporation unless the authority to execute
and deliver is required by law to be exercised by another person or is delegated
by the Articles or By-Laws or by the Board of Directors to some other officer or
agent of the Corporation.
Section 4.7. Secretary. The Secretary shall be the secretary of and shall
attend all meetings of the Shareholders and Board of Directors record all
proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of Shareholders and Directors. He shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.
Section 4.8. Assistant Secretary. The Assistant Secretary, if any, or if
there shall be more then one, the Assistant Secretaries in the order determined
by the Board of Directors, the Chairman of the Board or the President, shall in
the absence or disability of the Secretary, perform such other duties and have
such powers and duties as the Board of Directors or the President may prescribed
from time to time. An Assistant Secretary may attest to the execution by the
Corporation of all documents.
Section 4.9. Treasurer. The Treasurer shall maintain a correct and complete
record of account showing accurately at all times the financial condition of the
Corporation. The Treasurer shall be the legal custodian of all monies, notes,
securities and other valuables which may from time to time come into the
possession of the Corporation. The Treasurer shall immediately deposit all funds
of the Corporation coming into his hands in some reliable bank or other
depositary to be designated by the Board of Directors and shall keep such bank
account in the name of the Corporation and shall perform such other duties as
may be prescribed from time to time by the Board of Directors or the President.
Section 4.10. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors or the President, shall in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such powers and duties as the Board of
Directors or the President may prescribe from time to time.
Section 4.11. Delegation of Authority. In the case of the absence or
disability of the Chairman of the Board, the President, the Radio Division
President, the Television Division President, the Executive Vice Presidents and
other Vice Presidents shall succeed to the President's power and duties in the
order designated by the Board of Directors or the Chairman of the Board. In the
case of the absence of any officer or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may delegate the powers or
duties of such officer to any other officer or to any Director, for the time
being, provided a majority of the entire Board concurs therein.
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ARTICLE V
Certificates of Stock
Section 5.1. Certificates of Stock. All shares of the Corporation shall be
certificated shares. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by the Chairman of the Board, the President, or the
Executive Vice President and the Secretary or an Assistant Secretary, certifying
the number of shares owned by him in the Corporation. The certificates of stock
shall be number in the order of their issue. Each certificate shall set forth
the number and class of shares and series, if any, and shall state that the
Corporation will furnish information relating to the rights, preferences and
limitations of the class or series upon request.
Section 5.2. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the Corporation up to the full amount authorized by
the Articles in such amounts as determined by the Board of Directors and
permitted by law. If shares are issued for promissory notes or for promises to
render services in the future, the Corporation must comply with I.C.
23-1-53-2(b).
Section 5.3. Facsimile Signatures. Where a certificate is signed (i) by a
transfer agent or an assistant transfer agent, or (ii) by a transfer clerk
acting on behalf of the Corporation, and a registrar, the signature of the
Chairman of the Board, the President, the Vice President, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
Section 5.4. Lost or Destroyed Certificates. Any Shareholder claiming a
certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors, the Chairman of the Board
or President shall require and shall, if the Board of Directors so requires,
give the Corporation a bond of indemnity in a form, in an amount, and with one
or more sureties satisfactory to the Board of Directors, the Chairman of the
Board or the President, to indemnify the Corporation against any claim which may
be made against it on account of the reissue of such certificate, whereupon a
new certificate may be issued in the same tenor and for the same number of
shares as the one alleged to have been lost, stolen or destroyed.
Section 5.5. Transfers of Stock. Subject to the power of the Board of
Directors under Article XI of the Articles to provide certain transfers of stock
ownership to Aliens (as defined in the Articles), upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
fully endorsed or accompanies by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 5.6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and
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to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
Section 5.7. Restrictions on Ownership, Voting and Transfer Right to
Redeem. Article XI of the Articles restricts the ownership, voting and transfer
of shares of capital stock of the Corporation to the extent necessary to prevent
ownership of such shares by Aliens from violating the Communications Act of
1934, as amended (the "Communications Act"), and the regulations of the Federal
Communications Commission (the "FCC Regulations"). In addition, Article XI of
the Articles entitles the Corporation to redeem shares of capital stock
determined by the Board of Directors to be owned beneficially by an Alien or
Aliens if such ownership violates the Communications Act or FCC Regulations.
Each certificate representing shares of capital stock of the Corporation shall
contain a legend referencing such restrictions and right to redeem set forth in
Article XI of the Articles.
ARTICLE VI
General Provisions
Section 6.1. Dividends. Subject to applicable law and the Articles,
dividends upon the capital stock of the Corporation may be declared by the Board
of Directors at any regular or special meeting and may be paid in cash, in
property or in shares of the capital stock.
Section 6.2. Record Date. Subject to any provisions of the Articles, the
Board of Directors may fix a date not more than 120 days before the date fixed
for the payment of any dividend as the record date for the determination of the
Shareholders entitled to receive payment of the dividend, and, in such case,
only Shareholders of record on the date so fixed shall be entitled to receive
payment of such dividend notwithstanding any transfer of shares on the books of
the Corporation after the record date. The Board of Directors may close the
books of the Corporation against the transfer of shares during the whole or any
part of such period.
Section 6.3. Checks. All agreements, checks or demands for money or notes
of the Corporation shall be signed by such officer of officers or such other
person or persons as the Board of Directors may from time to time designate. If
no such designation is made, they may be signed by either the Chairman of the
Board, the President, any Division President, any Executive Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer, singly.
Section 6.4. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board and in the absence of such resolution, the
Corporation shall have a February 28/29 fiscal year.
Section 6.5. Seal. The Corporation shall have no corporate seal.
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ARTICLE VII
Amendments
Section 7.01. Any amendment of these By-Laws shall require approval by the
number of Directors constituting a majority of the total number of Directors
specified in Section 3.2(a).
Section 7.2. Amendments to be Consistent with Applicable Law. Any amendment
of these By-Laws shall be consistent with the Articles and provisions of
applicable law then in effect, including without limitation, the Communications
Act and the FCC Regulations.
ARTICLE VIII
Securities of Other Corporations
Unless otherwise ordered by the Board of Directors, the Chairman of the
Board or the President shall have full power and authority on behalf of the
Corporation to purchase, sell, transfer, encumber or vote any and all securities
of any other corporation owned by the Corporation, and may execute and deliver
such documents as may be necessary to effectuate such purchase, sale, transfer,
encumbrance or vote. The Board of Directors may, from time to time, confer like
powers upon any other person or persons.
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