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EXHIBIT 3.17
EMMIS INTERNATIONAL BROADCASTING CORPORATION
BYLAWS
ARTICLE I
OFFICES
Section 1. The principal executive office shall be located at 950 North
Meridian Street, Suite 1200, Indianapolis, Indiana 46204.
Section 2. The corporation may also have offices at such other places
both within and without the State of California as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of directors
shall be held in Indianapolis, State of Indiana, at such place as may be fixed
from time to time by the board of directors, or at such other place either
within or without the State of California as shall be designated from time to
time by the board of directors and stated in the notice of the meeting. Meetings
of shareholders for any other purpose may be held at such time and place, within
or without the State of California, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. If no other place is
stated or fixed, shareholders' meetings shall be held at the principal executive
office of the corporation.
Section 2. Annual meetings of shareholders, commencing with the year
1998, shall be held on the 28th day of February, if not a legal holiday, and if
a legal holiday, then on the next secular day following at 11:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors and transact such other business as may
properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if
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sent by third-class mail, 30) nor more than 60 days before the date of the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of California as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the chairman, the president, the board of
directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.
Section 3. Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.
Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any
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meeting of the shareholders, the shareholders present in person or represented
by proxy shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting.
Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have been placed in nomination
prior to the voting and at least one shareholder has given notice at the meeting
prior to the voting of his intention to cumulate his votes.
Section 4. Unless otherwise provided in the articles, any action,
except election of directors, which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum
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number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Except to fill a vacancy in the board of directors not filled by the directors,
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors. Any
election of a director to fill a vacancy (other than a vacancy created by
removal) not filled by the directors requires the written consent of a majority
of the shares entitled to vote.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be one (1). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.
Section 2. Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation, any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and are not filled by
the directors, may be filled by the shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.
Section 3. The business 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
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things as are not by statute or by the articles of incorporation or by these
bylaws directed or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of California.
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called by
the chairman of the board or president on one (1) day's notice to each director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case, special meetings shall be called
by the president or secretary in like manner and on like notice on the written
request of the sole director.
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Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. 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 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The board of directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on
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the board or in any committee; (3) To fix the compensation of directors for
serving on the board or on any committee; (4) To amend or repeal the bylaws or
adopt new bylaws; (5) To amend or repeal any resolution of the board which by
its express terms is not so amendable or repealable; (6) To make a distribution
to the shareholders except at a rate or in a periodic amount or within a price
range determined by the board; or (7) To appoint other committees of the board
or the members thereof.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address furnished by such shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the corporation has outstanding shares held of
record by 50() or more persons (determined as provided in Section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting, notice may be by third-class mail.
Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver
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thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the board of directors and shall be a chairman, a president, a
vice-president, a secretary and a chief financial officer. The board of
directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.
Section 2. The board of directors, at its first meeting after each
annual meeting of shareholders, shall choose a chairman, a president, one or
more vice-presidents, a secretary and a chief financial officer, none of whom
need be a member of the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
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 until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE CHAIRMAN AND THE PRESIDENT
Section 6. The chairman shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. In the event of an absence or disability of
the chairman, the duties of the chairman shall be performed by the president.
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Pursuant to the general policy established by the board of directors and the
chairman of the board, the president shall have general management direction of
the business and affairs of the corporation and shall act as chief operating
officer. The chairman and/or the president may sign in the name of the
corporation either manually or by facsimile signature all certificates of stock.
The president shall in general shall perform all duties usually incident to the
office of president and such other duties as may from time to time be assigned
by the board of directors or by the chairman of the board as prescribed by law
or this Code of Bylaws.
Section 7. The chairman or 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.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, 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 and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such assistant
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secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, 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 may from time to time prescribe.
THE CHIEF FINANCIAL OFFICER
Section 11. The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the board of directors, at its regular
meetings, or at any other time when the board of directors so requires, an
account of all his transactions as chief financial officer and of the financial
condition of the corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to 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.
Section 14. The chief financial officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the treasurer of the corporation.
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THE ASSISTANT TREASURERS
Section 15. The assistant treasurers, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the chief financial officer, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board of directors, or the president or a vice-president and the
chief financial officer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him in the corporation. If the shares of the
corporation are classified or if any class of shares has two or more series,
there shall appear on the certificate either (l) a statement of the rights,
preferences, privileges and restrictions granted to or imposed upon each class
or series of shares to be issued and upon the holders thereof; or (2) a summary
of such rights, preferences, privileges and restrictions with reference to the
provisions of the articles and any certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.
Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.
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LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.
CLOSING OF TRANSFER BOOKS
Section 5. In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.
REGISTERED SHAREHOLDERS
Section 6. 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,
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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 California.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends 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 capital stock, subject to any provisions of the
articles of incorporation and the California General Corporation Law.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends 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 for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All 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.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the board of directors at any regular or
special meeting of the board. The board of directors shall not make or alter any
bylaw specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a fixed board to a variable board
or vice versa in the bylaws. The board of directors shall not change a bylaw, if
any, which requires a larger proportion of the vote of directors for approval
than is required by the California General Corporation Law.
ARTICLE XIII
DIRECTORS' ANNUAL REPORT
Section 1. The directors shall cause to be sent to the shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. This annual report is hereby waived
whenever the corporation shall have less than 100 shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the shareholder at least 15 (or if
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by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the corporation, if it has more than 100
shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the corporation or its parent or subsidiary or (if known to the
corporation or its parent or subsidiary) any holder of more than 10 percent of
the outstanding voting shares of the corporation had a direct or indirect
material interest, naming such person and stating such person's relationship to
the corporation, the nature of such person's interest in the transaction and,
where applicable, the amount of such interest; provided, that in the case of a
transaction with a partnership of which such person is a partner, only the
interest of the partnership need be stated; and provided further that no such
report need be made in the case of transactions approved by the shareholders
under subdivision (a) of Section 310 of the California General Corporation Law.
(2) The amount and circumstances of any indemnification or advances aggregating
more than ten thousand dollars ($10,000) paid during the fiscal year to any
officer or director of the corporation pursuant to Section 317 of the California
General Corporation Law, provided, that no such report need by made in the case
of indemnification approved by the shareholders under paragraph (2) of
subdivision (e) of Section 317 of the California General Corporation Law.
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