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Exhibit 3.11
AMENDED AND RESTATED
BY-LAWS
OF
TOPEKA TELEVISION CORPORATION
(June 19, 2001)
ARTICLE I
STOCKHOLDERS
Section 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or Assistant Secretary of the
corporation, certifying the number of shares owned by the stockholder in the
corporation. Any or all the signatures on the certificate may be a facsimile. In
the event any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be an such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if the person were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
Missouri General and Business Corporation Law. Any restrictions on the transfer
or registration of transfer of any shares of stock of any class or series shall
be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the corporation may require the owner of any lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
Section 2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered or bearer
form which shall entitle the holder to receive a certificate for a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share shall entitle the holder to exercise voting
rights, to receive dividends thereon and to participate in any of the assets of
the
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corporation in the event of liquidation, but scrip or warrants shall not so
entitle the holder thereof, unless otherwise provided therein. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing full
shares before a specified date, or subject to the conditions that the shares for
which scrip or warrants are exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the Board of Directors may impose.
Section 3. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.
Section 4. RECORD DATE FOR STOCKHOLDERS, In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting except that the Board
of Directors may fix a new record date for the adjournment meeting.
Section 5. RECORD DATE FOR CONSENT ACTION. In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the Missouri General and
Business Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in this state, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by the Missouri General and Business Corporation Law, the record
date for determining stockholders entitled to consent to corporate actions in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.
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Section 6. RECORD DATE FOR DISTRIBUTIONS, ETC, In order that the
corporation may determine any distribution or the allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Section 7. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock, and said holders of record of outstanding shares of
stock of any class upon which or upon whom the shares of stock or upon which or
upon whom the Missouri General and Business Corporation Law confers such rights
notwithstanding that the Articles of Incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.
Section 8. STOCKHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
(b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Missouri, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Missouri.
(c) CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or
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other municipality or community at which any requisite list of stockholders of
the corporation may be examined. The notice of any annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall, if any
other action which could be taken at a special meeting is to be taken at such
annual meeting, state the purpose or purposes. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting is
called. The notice of any meeting shall also include, or be accompanied by, any
additional statement, information, or documents prescribed by the Missouri
General and Business Corporation Law. Except as otherwise provided by the
Missouri General and Business Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after the
adjournment, fix a new record date for the adjourned meeting. Notice need not be
given to any stockholder who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, 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
stockholders need be specified in any written waiver of notice.
(e) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the President, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary or
Assistant Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
(f) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent in writing without
a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
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(g) INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If any inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them.
(h) QUORUM. The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
(i) VOTING. Except as provided in subsection (j) or as otherwise
provided by law, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to such number of votes as is specified, in
respect of the class or series of capital stock held by such stockholder, in the
corporation's Articles of Incorporation. Any vote on stock of the corporation
may be given by the stockholder entitled thereto in person or by his proxy
appointed by an instrument in writing, subscribed by such stockholder or his
attorney thereto authorized and delivered to the Secretary of the meeting.
Except as otherwise required by law or the Articles of Incorporation or these
By-Laws, or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at such
meeting and entitled to vote thereat, a quorum being present. At all elections
of directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.
(j) VOTING OF SHARES BY ALIENS. No more than twenty percent of the
outstanding shares of stock of the corporation entitled to vote on any matter
submitted to stockholders (including the election of directors) shall be voted,
directly or indirectly, by or for the account of all aliens as a group. All
references herein to "alien" shall include the representatives, associates and
affiliates of such alien. The term "alien", "representative", "associate", and
"affiliate" shall be defined as set forth in Subdivision (J) to Article FOURTH
of the Restated Certificate of Incorporation of Lee Enterprises, Incorporated,
sole stockholder of the Corporation.
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(k) LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
(1) WRITTEN ACTION. Any action required by the Missouri General and
Business Corporation Law to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of stockholders of the corporation, may be taken without a
meeting and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of shares of stock entitled to vote
thereon.
ARTICLE II
DIRECTORS
Section 1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
Section 2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Missouri. The number of directors constituting the whole board of directors
shall be one (1). The number of directors may be increased or decreased (but not
below one (1)) by action of the stockholders or of the directors.
Section 3. ELECTION AND TERM. Directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of the stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of directors, vacancies on
the Board of Directors may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum.
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Section 4. MEETINGS.
(a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
(b) PLACE. Meetings shall be held at such place within or without the
State of Missouri as shall be fixed by the Board.
(c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the President or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any directors or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business to be transacted at, or the purpose
of, any regular or special meeting.
(e) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the Missouri General and Business Corporation
Law, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the Missouri General and Business Corporation Law and these Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.
(f) CHAIRMAN OF THE MEETING. The President, if present and acting, or
any other director chosen by the Board, shall preside.
(g) REMOVAL OF DIRECTORS. Any or all of the directors may be removed
for cause or without cause by the stockholders.
(h) COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at
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any meeting of the committee. In the absence or disqualification of any member
of any such committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any authority the delegation of which is prohibited by Section
351.330 of the Missouri General and Business Corporation Law, and may authorize
the seal of the corporation to be affixed to all papers which may require it.
(i) INFORMAL ACTION. Any member or members of the Board of Directors,
or of any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee may be taken without a meeting if all directors or members of the
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
Section 5. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.
(a) Each officer, director, employee and agent of the corporation and
each person serving at the request of the corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified (including payment of expenses in
advance) by the corporation to the full extent from time to time provided or
authorized by the Missouri General and Business Corporation Law. This right of
indemnification shall not be exclusive of other indemnification rights to which
any such person may be entitled under contract, by-law, vote of stockholders or
disinterested directors, policy of insurance or otherwise. The subsequent
provisions of this By-Law shall not limit or otherwise modify the foregoing
provision.
(b) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys,
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
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equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys, fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persons shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(d) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (b) and (c), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(e) Any indemnification under subsections (b) and (c) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (b) and (c). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(f) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
(g) The indemnification and advance of expenses provided by or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other
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rights to which those seeking indemnification and advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. The corporation shall have
authority to enter into indemnification agreements with its officers and
directors, the terms of which shall be approved by the Board of Directors.
(h) The corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(i) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officer, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section. References to "actions" or "proceedings" shall include administrative
or investigative inquiries as well as suits at law or in equity.
(k) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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ARTICLE III
OFFICERS
Section 1. DESIGNATION. The corporation shall have such officers with
such titles and duties as shall be stated in a resolution of the Board of
Directors which is not inconsistent with these By-Laws as may be necessary to
enable the corporation to sign instruments and stock certificates which comply
with the provisions of Section 351.295 and 351.360 of the Missouri General and
Business Corporation Law, and amendments thereto. One of the officers shall have
the duty to record proceedings of the stockholders and the directors of the
corporation in a book to be kept for that purpose. Each officer shall hold the
office until such officer's successor is elected and qualified or until such
officer's earlier resignation or removal.
Section 2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution or instrument choosing him, no officer need be a director.
Any number of offices may be held by the same person, as the directors
may determine.
Section 3. TERM OF OFFICE. Unless otherwise provided in the resolution
or instrument choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor shall have been chosen and
qualified.
Any officer may be removed, with or without cause, by the Board of
Directors; and any subordinate or junior officer not chosen by the Board of
Directors, but chosen under duly constituted authority conferred by the Board of
Directors, may be removed, with or without cause, by the officer or officers who
chose him.
Any vacancy in any office may be filled by the Board of Directors. A
vacancy in any junior or subordinate office not filled by the Board of Directors
may be filled by the officer or officers duly vested with the authority to
choose the person to fill such office.
Section 4. CHOOSING OFFICERS. The Board of Directors shall choose the
President, the Secretary, the Treasurer, Vice Presidents, if any, and such other
assistant officers as may be designated by them, and may confer upon any
executive officer or officers authority to choose junior or subordinate
officers.
Section 5. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in these By-Laws and in the resolutions
of the Board of Directors or the instruments designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
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(a) PRESIDENT. The President shall be chief executive officer of the
corporation, shall preside at all meetings of the Board of Directors, and shall
have general supervision of the business, affairs and property of the
corporation and over its several officers, subject to the control of the Board
of Directors. He shall be ex officio a member of all standing committees, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall make recommendations to the Board of Directors with
respect to corporate policies and other matters of importance which he believes
should be submitted for Board consideration. He shall have all the powers
usually vested in the office of a general manager and chief executive officer of
a corporation. He shall have power to execute contracts and other documents on
behalf of the corporation, under seal or otherwise.
(b) VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as may be assigned to him by the President or the Board of
Directors.
(c) SECRETARY. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors and shall perform such other duties as may be
prescribed by the President or the Board of Directors. He shall keep in safe
custody the seal of the corporation and, when authorized to do so, affix the
same to any instrument requiring it, and when so affixed it shall be attested by
his signature or by the signature of the Treasurer or an Assistant Secretary.
(d) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these By-Laws; and, in general, perform all
of the duties incident to the office of Treasurer and such other duties as shall
from time to time be assigned to him by the President or the Board of Directors.
(e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers, if any, shall be appointed by the Board of
Directors and shall have such powers and shall perform such duties as shall be
assigned to them by the President or the Board of Directors.
Section 6. RESOLUTIONS AND INSTRUMENTS - EFFECT. The Secretary of the
corporation shall keep, or cause to be kept, with the ByLaws of the corporation
a copy of every resolution or instrument designating and choosing officers and
prescribing their qualifications, tenure, authority, duties, compensation, and
other appropriate incidents and attributes of office; and each such resolution
or instrument shall be deemed to be a component part of these Bylaws.
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ARTICLE IV
BANK ACCOUNTS, CHECKS, LOANS, ETC,
Section 1. BANK ACCOUNTS AND CHECKS. Such officers or agents of the
corporation as from time to time shall be designated by the Board of Directors
shall have authority to deposit any funds of the corporation in such banks or
trust companies as shall from time to time be designated by the Board of
Directors; and such officers or agents as from time to time shall be designated
by the Board of Directors shall have authority to withdraw from time to time any
or all of the funds of the corporation so deposited in any bank or trust
company, upon checks, drafts or other instruments or orders for the payment of
money, drawn against the account or in the name or behalf of the corporation,
and made or signed by such officers or agents; and each bank or trust company
with which funds of the corporation are so deposited is authorized to accept,
honor, cash and pay, without limit as to amount, all checks, drafts or other
instruments or orders for the payment of money, when drawn, made or signed by
officers or agents so designated by the Board of Directors, regardless of
whether the same are payable to the order of any officer or agent signing the
same, until written notice of the revocation by the Board of Directors of the
authority of such officers or agents shall have been received by such bank or
trust company. The officers of the corporation or any of them shall from time to
time certify to the banks or trust companies in which funds of the corporation
are deposited, the signatures of the officers or agents of the corporation so
authorized to draw against the same, and such signatures may include the
signature of such certifying officer or officers.
Section 2. LOANS. Such officers or agents of the corporation as from
time to time shall be designated by the Board of Directors shall have authority
to effect loans, advances or other forms of credit at any time or times for the
corporation from such banks or trust companies as the Board of Directors shall
from time to time designate, and as security for the repayment of such loans,
advances or other forms of credit to assign, transfer, endorse and deliver,
either originally or in addition or substitution, any or all stocks, bonds,
rights and interests of any kind in or to stocks or bonds, certificates of such
rights or interests, deposits, accounts, documents covering merchandise, bills
receivable and other commercial paper and evidences of debt, at any time held by
the corporation; and for such loans, advances, or other forms of credit to make,
execute and deliver one or more notes, acceptances or other written obligations
of the corporation on such terms, and with such provisions as to the securities
including the sale or disposition thereof, as such officers or agents shall deem
proper; and also to sell to, or discount or rediscount with, such banks or trust
companies any and all commercial paper, bills receivable, acceptances and other
instruments and evidences of debt at any time held by the corporation, and to
that end to endorse, transfer and deliver the same. The officers of the
corporation or any of them shall from time to time certify the signatures of the
officers or agents so authorized, which may include the signature of such
certifying officer or officers, to each bank or trust company so designated by
the Board of Directors; and each such bank or trust company is authorized to
rely upon such certification until written notice of the revocation by the Board
of Directors of the authority of such officers or agents shall have been
received by such bank or trust company.
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ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such a form as the Board of Directors
shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VII
AMENDMENTS
The By-Laws of the corporation shall be subject to alteration,
amendment or repeal and new By-Laws not inconsistent with any provision of the
Articles of Incorporation or statute may be made, either by the affirmative vote
of the holders of record of stock representing a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at any
annual or special meeting of the stockholders and entitled to vote thereat, a
quorum being present, or by the affirmative vote of a majority of the whole
Board, given at any regular or special meeting of the Board, provided that
notice of the proposal to so make, alter, amend or repeal such By-Laws be
included in the notice of such meeting of the Board or the stockholders, as the
case may be. By-Laws made, altered or amended by the Board may be altered,
amended or repealed by the stockholders at any annual or special meeting
thereof.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Amended and Restated Bylaws of Topeka Television Corporation, a Missouri
corporation, as in effect on the date hereof.
Dated: As of June 19, 2001
TOPEKA TELEVISION CORPORATION
BY: /s/ David L. Wills
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Its Assistant Secretary
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