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EXHIBIT 3.39
EMMIS TELEVISION LICENSE CORPORATION OF WICHITA
BYLAWS
ARTICLE I
OFFICES
Section 1. The Corporation's principal executive office shall be
located at 3500 West Olive Avenue, Suite 300, Burbank, California 91505.
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 members
of the Board of Directors shall be held in the State of California, at such
place as may be fixed from time to time by the Board of Directors, within 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
2001, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or 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 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.
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ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of Shareholders for any purpose other
than the election of members of the Board of Directors may be held at such time
and place within 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 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
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right to vote, in person or by proxy, the number of shares of stock owned by him
or her 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 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 five (5). 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 or her 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.
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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 things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised or
done by the Shareholders.
Section 4. The Directors shall keep the books of the Corporation
within the State of California, and may keep a copy of such 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,
shall be held within 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.
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.
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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 By-Laws or otherwise, may
designate two or more Directors, each of which must be a resident of the State
of California, 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 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 By-Laws or adopt
new By-Laws; (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 By-Laws, 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 or her 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
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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 fifty (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 By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
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
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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. 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 By-Laws.
Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
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. The Secretary 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 or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant 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 or her 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.
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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 within the State of California as may be
designated by the Board of Directors.
Section 12. The Chief Financial Officer 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 transactions as Chief Financial Officer and of the
financial condition of the Corporation.
Section 13. If required by the Board of Directors, the Chief
Financial Officer 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 the office of Chief Financial Officer and
for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her 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.
THE ASSISTANT TREASURERS
Section 15. The Assistant Treasurer, 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 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 or her 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
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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.
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.
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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, 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 having their principal
residence in the State of California, 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.
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.
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ARTICLE XII
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws 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
By-Law 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 By-Laws. The Board of Directors shall not change a
By-Law, 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 sent 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
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(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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