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EXHIBIT 3.13
CODE OF BY-LAWS
OF
EMMIS MEADOWLANDS CORPORATION
ARTICLE I
Identification and Offices
Section 1.1. Name. The name of the corporation is Emmis Meadowlands
Corporation (hereinafter referred to as the "Corporation").
Section 1.2. Registered Office. The registered office and registered
agent of the Corporation shall be as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation 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 or the
Corporation is at 1099 North Meridian Street, Suite 1197, Indianapolis, Indiana.
ARTICLE II
Meetings of Shareholders
Section 2.1. Place of Meeting. All meetings of 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, by the President, or by written consent
of all the shareholders entitled to vote thereat.
Section 2.2. Annual Meetings. The annual meeting of the shareholders,
for election of Directors and for transaction of such other business as may
properly come before the meeting, shall be held on such date as the Board of
Directors or the President shall establish.
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Section 2.3. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by Indiana law or by
the Articles of Incorporation, may be called by the President, by the Board of
Directors, or by the holders of at least twenty-five percent (25%) of all votes
entitled to be cast on any issue Proposed to be considered at the proposed
special meeting upon delivery to the Corporation's Secretary of one or more
written demands, signed and dated, describing the purpose or purposes for which
it is to be held.
Section 2.4. Notice of Meetings. There shall be mailed, or sent by
express delivery, to each shareholder, shown by the books of the Corporation to
be a holder of record of voting shares, at his address as shown by the books of
the Corporation, a notice setting out the time and place of each annual meeting
and each special meeting, except where the meeting is an adjourned meeting and
the date, time and place of the meeting were announced at the time of
adjournment. Such notice shall be mailed or sent by express delivery not less
than ten (10) nor more than sixty (60) days prior to the meeting. However,
notice of a meeting at which (i) an agreement of merger or exchange, or (ii) the
sale, lease, exchange, or other disposition of all, or substantially all, of the
Corporation's property otherwise than in the usual and ordinary course of
business, is to be considered shall be mailed or sent by express delivery to all
shareholders of record, whether or not entitled to vote, not less than ten (10)
nor more than sixty (60) days prior to the meeting. Every notice of any special
meeting called pursuant to this Section 2.4 shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the notice.
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: (a)
waives objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and (b) waives objection to
consideration of a
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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. At any meeting of
shareholders, a majority of the shares outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum. The act of a
majority of the shares represented at any meeting at which a quorum is present
shall be the act of the shareholders. Notwithstanding the foregoing, directors
of the Corporation shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. 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, and a notice of
such adjournment shall be mailed to each shareholder entitled to vote at least
ten (10) days before such adjourned meeting. If a quorum is present, a meeting
may be adjourned from time to time without notice other than announcement at the
meeting. 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. If a quorum is present, 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 having the right to vote shall be entitled 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 for in the appointment. Each shareholder,
unless the Articles of Incorporation or statute provide otherwise, shall have
one vote for each share having voting power registered in such shareholder's
name on the books of the Corporation. Jointly owned shares may be voted by any
joint owner unless the Corporation receives written notice from any one of them
denying the authority of that person to vote those shares. Upon the demand of
any shareholder, the vote upon any question before the meeting shall be by
ballot. All questions shall be decided by a majority vote of the number of
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shares entitled to vote and represented at the meeting at the time of the vote
unless otherwise required by statute, the Articles of Incorporation, or these
By-Laws.
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 twentieth (20th) day preceding the date of such meeting.
Section 2.9. Organization of Meetings. Unless a Chairman of the Board
has beer elected, the President shall act as Chairman at all meetings of the
shareholders, and in his absence any person appointed by the President shall act
as Chairman; and the Secretary, or in his absence any person appointed by the
Chairman, shall act as Secretary.
Section 2.10. Action Without a Meeting. Any action which may lawfully
be taken at a shareholders' meeting may be taken without a meeting if authorized
by a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein. If any action
so taken requites a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.
Section 2.11. Conference Communications. Any shareholder may
participate in an annual or special meeting of the shareholders by, or through
use of, any means of communication by which all shareholders participating in
the meeting can simultaneously hear
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each other during the meeting. Participation by such shareholder by this means
shall be deemed to constitute presence in person at such meeting.
ARTICLE III
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 statute or by the Articles of Incorporation or by
these By-Laws required to be exercised or done by the shareholders.
Section 3.2. Number, Qualification and Term of Office. The
Corporation shall have two (2) directors who need not be shareholders. Each of
the directors shall hold office until the annual meeting of shareholders next
held after such director's election and until such director's successor shall
have been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director.
Section 3.3. Board Meetings. Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Indiana as may be designated in the notice of such meeting.
Section 3.4. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President by giving
at least twenty-four (24) hours' notice, or by any other director by giving at
least five (5) days' notice, of the date, time and place thereof to each
director by mail, express delivery, telephone, telegram or in person.
Section 3.5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
by a writing signed by such director. A director, by his attendance at any
meeting of the Board of Directors, shall be deemed to have waived notice of such
meeting, unless the director at the beginning of the
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meeting objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Section 3.6. Quorum and Action. A majority of the directors holding
office immediately prior to a meeting of the Board of Directors shall constitute
a quorum for the transaction of business at such meeting.
Section 3.7. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication 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 3.7 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.
Section 3.8. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors of the Corporation, including any vacancy
resulting from an increase in the number of directors, shall be filled by a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the Board of Directors.
Section 3.9. Removal. Any or all of the directors may be removed from
office at any time, with or without cause: (a) by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors (except, however, as limited by I.C. 23-1-33-8(c), as amended, when
less than the entire Board is removed and the shareholders have the right to
cumulate their votes), and (b) in such other manner as permitted by Indiana law.
In the event the entire Board of Directors or any one or more directors are so
removed, new directors shall be elected at the same meeting.
Section 3.10. 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 in the
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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 on them.
Committees are subject to the direction and control of, and vacancies in the
membership thereof shall be filled by, the Board of Directors, except as
otherwise provided under Indiana law. A majority of the members of the 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 affirmative vote of a majority of the directors Present.
Section 3.11. 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,
prior to such action, a consent in writing setting for the action so taken shall
be 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 last signature is placed on such writing or writings or such
earlier effective date as is set forth therein.
Section 3.12. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Secretary of the Corporation.
Such resignation shall take effect at the date of the 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 3.13. Compensation of Directors. By resolution of the Board
of Directors, 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.
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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 Vice President, a Secretary, and a Treasurer. The Board
of Directors may also choose additional Vice Presidents, one or more Assistant
Secretaries or Assistant Treasurers, or such other officers as they 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 or appoint, by resolution approved by the
affirmative vote of a majority of the directors present, from within or without
their number, the officers provided for in Section 4.1. each of whom shall have
the powers, rights, duties, responsibilities, and terms in office provided for
in these By-Laws or a resolution of the Board of Directors not inconsistent
therewith. The President and all other officers who may be directors shall
continue to hold office until the election and qualification of their
successors, notwithstanding an earlier termination of their directorship.
Section 4.3. Removal and Vacancies. Any elective 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 be 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. Chairman of the Board. The Chairman of the Board 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 Corporation, any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the
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Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the Articles or 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 the authority to execute and deliver is
required by law to be exercised by another person or is expressly delegated by
the Articles or 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, from time to time, be
prescribed by the Board of Directors.
Section 4.5.1. Radio Division President. The Radio Division
President, if one is elected, shall be the chief operating officer and 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 expressly 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, from time to time, be prescribed by the
Board of Directors or by the President. In the event of the absence or
disability of the President, he shall succeed to the President's power and
duties.
Section 4.6. Executive Vice President and Other Vice Presidents. The
Executive Vice President and each other Vice President shall have such powers
and shall perform such duties as
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may be specified in the By-Laws or prescribed by the Board of Directors or by
the President. The Executive 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 requited by law to be exercised by another person or is expressly
delegated by the Articles or By-Laws or by the Board of Directors to some other
officer or agent of the Corporation. In the event of the absence or disability
of the President and the Radio Division President, Vice Presidents shall succeed
to the President's power and duties in the order designated by the Board of
Directors or by the President.
Section 4.7. Secretary. The Secretary shall be secretary of and shall
attend all meetings of the shareholders and Board of Directors and shall 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, from time to time, be prescribed by the Board of
Directors or by the President.
Section 4.8. Assistant Secretary. The Assistant Secretary, if any, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors or by the President. shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time Prescribe.
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. He 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. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors and shall keep such bank account in the
name of the Corporation and shall
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perform such other duties as may, from time to time, be prescribed by the Board
of Directors or by 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 by 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 as the Board
of Directors or the President may from time to time prescribe.
Section 4.11. Assistant Officers. Such assistant officers as the
Board of Directors shall from time to time designate and elect shall have such
powers and duties as the officers whom they are elected to assist shall specify
and delegate to them and such other powers and duties as the By-Laws, the
President or the Board of Directors may prescribe. An Assistant Secretary may,
in the event of the absence or disability of the Secretary, attest to the
execution by the Corporation of all documents.
Section 4.12. Delegation of Authority. In the case of the absence of
any officer of the Corporation, 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 President or the Executive Vice
President and the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. The
certificates of stock shall be numbered 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 of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by law. If shares are issued for
promissory notes or for promises to tender 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 (a)
by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of the
President, Executive 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 before such
certificate or certificates have been delivered by 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.
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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 or President shall require
and shall, if the Board of Directors so requites, 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 or 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 to prohibit transfer of stock ownership pursuant to Section 5.7, upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied 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 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 the laws of Indiana.
Section 5.7. Restriction on Ownership, Voting and Transfer. In
accordance with the Federal Communications Act of 1934, as amended (the
"Communications Act"), and regulations of the Federal Communications Commission
(the "FCC Regulations"), the Board of Directors may (i) prohibit the ownership
or voting of more than twenty percent (20%) of the Corporation's
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outstanding capital stock by or for the account of aliens or their
representatives or by a foreign government or representative thereof or by any
corporation organized under the laws of a foreign country (collectively,
"Aliens"), or by or for corporations of which any officer is an Alien, more than
one-fourth (1/4) of its directors are Aliens, or of which more than one-fourth
(1/4) of its capital stock is owned of record or voted by Aliens, (ii) prohibit
any transfer of the Corporation's stock which would cause more than twenty
percent (20%) of the Corporations' outstanding capital stock to be owned or
voted by or for any person or entity designated in foregoing clause (r); and
(iii) prohibit the ownership, voting or transfer of any portion of its
outstanding capital stock to the extent the ownership, voting or transfer of
such portion would cause the Corporation to violate any provision of the
Communications Act or the FCC Regulations.
ARTICLE VI
Indemnification of Certain Persons
Section 6.1. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by I.C. 23-1-37, as now enacted or hereafter amended.
ARTICLE VII
General Provisions
Section 7.1. Dividends. Subject to provisions of applicable law and
the Articles of Incorporation, 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 7.2. Record Date. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the
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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 7.3. Annual Statement. The Board of Directors shall present
at any annual or special meeting of the shareholders when called for by vote of
the shareholders, a full and clear statement of the business and condition of
the Corporation.
Section 7.4. Checks. All agreements, checks or demands for money and
notes of the Corporation shall be signed by such officer or 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
President, Executive Vice President, or Secretary, singly.
Section 7.5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors and in the absence of such
resolution, the Corporation shall have a February 29 fiscal year.
Section 7.6. Seal. The Corporation shall have no corporate seal.
ARTICLE VIII
Amendments
Section 8.1. The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors of the Corporation, but such action
shall be taken only (i) by a majority of the full Board of Directors at either
an annual meeting or a special meeting specifically called for such purpose, or
(ii) by written consent signed by all members of the Board of Directors.
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Section 8.2. Amendments to be Consistent with Applicable Law. Any
amendment of these By-Laws shall be consistent with the Articles of
Incorporation and Provisions of applicable law then in effect, including without
limitation, the Federal Communications Act of 1934, as amended, and the
regulations of the Federal Communications Commission.
ARTICLE IX
Securities of Other Corporations
Section 9.1. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer, encumber
of 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.
ARTICLE X
Business Combinations
Chapter 43 of the Indiana Business Corporation Law (IC 23-1-43)
governing Business Combinations shall be inapplicable to the Corporation.
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