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EXHIBIT 3.28.3
AMENDED & RESTATED BYLAWS
OF
PAX HITS PUBLISHING, INC.
(as of April ___, 1999)
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the
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person entitled to notice shall be equivalent to giving notice. Attendance by a
shareholder entitled to vote at a meeting, in person or by proxy, shall
constitute a waiver of (a) notice of the meeting, except when the shareholder
attends a meeting solely for the purpose, expressed at the beginning of the
meeting, of objecting to the transaction of any business because the meeting is
not lawfully called or convened, and (b) an objection to consideration of a
particular matter at the meeting that is not within the purpose of the meeting
unless the shareholders object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any
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shareholder, his agent or attorney is entitled to inspect the list at any time
during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
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ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a
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quorum of the board of directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of,
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any regular or special meeting of the board of directors need be specified in
the notice or waiver of notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One person may
simultaneously hold any two or more offices. The failure to elect the chairman
of the board, president, secretary, or treasurer shall not affect the existence
of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president
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are absent or unable to act, the vice president who has served in that capacity
for the longest time and who is present and able to act shall perform all the
duties and may exercise any of the powers of the chairman of the board and
president. Any vice president may sign, with the secretary or assistant
secretary, certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositories as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other duties as from time to time may be assigned to him by the
chairman of the board, the president, or the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in the sum and with the surety or sureties that the
board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may
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fill the pending vacancy before the effective date if the board of directors
provides that the successor does not take office until the effective date. An
officer's resignation does not affect the officer's contract rights, if any,
with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
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SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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