Exhibit 3.34
BY-LAWS
OF
SINCLAIR RADIO OF GREENVILLE, INC.
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders of the Corporation
shall be held at such time during May of each year as the Board of Directors
shall, in their discretion, fix or on a date in such other month as the Board of
Directors shall determine. The business to be transacted at the annual meeting
shall include the election of directors, consideration and action upon the
report of the President, and any other business which may properly come before
the meeting.
2.SPECIAL MEETING. At any time in the intervals between annual meetings, a
special meeting of the stockholders may be called by the President, the Chairman
of the Board, or by the majority vote of the Board of Directors.
3.NOTICE OF SPECIAL MEETING. Not less than ten (10) days nor more than ninety
(90) days before the date of every stockholders meeting, the Secretary shall
give to each stockholder entitled to vote at such meeting written notice stating
the time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail or by
presenting it to the stockholder personally or by leaving it at the
stockholder's residence or usual place of business. No business shall be
transacted at a special meeting except that specially named in the notice.
4.QUORUM. The presence in person or by proxy of the holders of record of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote threat shall constitute a quorum at all
meetings of the stockholders, except as otherwise provided by law, the Articles
of Incorporation, or by these By-Laws. If less than a quorum shall be in
attendance at the time for which the meeting shall have been called, the meeting
may be adjourned from time to time by a majority vote of the stockholders
present or represented without any notice other than by announcement at the
meeting until a quorum shall attend. At any adjourned meeting at which a quorum
shall attend, any business may be transacted which might have been transacted if
the meeting had been held as originally called.
5.VOTING. Each share of common stock will be entitled to one vote. The
Corporation may issue other classes of stock from time to time with special or
limited voting rights if so authorized by the Corporation's Charter.
6.PROXIES. At all meetings of stockholders, a stockholder may vote the shares
owned of record
1
by him or her either in person or by proxy executed in writing by the
stockholder or by his or her duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
7.PLACE OF MEETING. The Board of Directors may designate any place, either
within or without the State of Maryland, as the place of meeting for any annual
or special meeting of the stockholders. If no designation is made, the place of
the meeting shall be in Baltimore, Maryland.
8.INFORMAL ACTION BY STOCKHOLDERS Any action required or permitted to be taken
at a meeting of stockholders may be taken without a meeting if there is filed
with the records of stockholders meetings a written consent which sets forth the
action and which is signed by all of the stockholders entitled to vote.
ARTICLE II
DIRECTORS
1.GENERAL POWERS. The property and business of the Corporation shall be managed
by the Board of Directors of the Corporation.
2.NUMBER AND TERM OF OFFICE. The number of directors shall be three (3) or such
other number, but not less than three (3) nor more than seven (7), as may be
designated from time to time by resolution of a majority of the entire Board of
Directors. Provided, however, that (a) if at any time there is no stock
outstanding, the Corporation may have less than three (3) but not less than one
(1) director; and (b) if there is stock outstanding and there are less than
three (3) stockholders, the number of directors may be less than three (3) but
not less than the number of stockholders. Directors need not be stockholders.
The directors shall be elected each year at the annual meeting of stockholders,
except as hereinafter provided, and each director shall serve until his or her
successor shall be elected and shall qualify.
3.FILLINGS OF VACANCIES. In the case of any vacancy in the Board of Directors
through death, resignation, disqualification, removal or other cause, the
remaining directors, by affirmative vote of the majority thereof, may elect a
successor to hold office for the unexpired portion of the term of a director
whose place shall be vacant, and until the election of his or her successor, or
until he or she shall be removed, prior thereto by an affirmative vote of the
holders of a majority of the stock.
Similarly and in the event of the number of directors being increased as
provided in these Bylaws, the additional directors so provided for shall be
elected by the directors already in office, and shall hold office until the next
annual meeting of stockholders and thereafter until his, her or their successors
shall be elected.
2
Any director may be removed from office with or without cause by the affirmative
vote of the holders of the majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders called for that purpose or at
the annual meeting of stockholders.
4.PLACE OF MEETING. The Board of Directors may hold their meetings and have one
or more offices, and keep the books of the Corporation, either within or outside
the State of Maryland, at such place or places as they may from time to time
determine by resolution or by written consent of all the directors. The Board of
Directors may hold their meetings by conference telephone or other similar
electronic communications equipment in accordance with the provisions of the
Maryland General Corporation Law.
5.REGULAR MEETINGS. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by resolution of the Board, provided that notice of every resolution of the
Board fixing or changing the time or place for the holding of regular meetings
of the Board shall be mailed to each director at least three (3) days before the
first meeting held in pursuance thereof. The annual meeting of the Board of
Directors shall be held immediately following the annual stockholders' meeting
at which a Board of Directors is elected. Any business may be transacted at any
regular meeting of the Board.
6.SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board, the President or any
Vice President and must be called bythe President or the Secretary upon written
request of a majority of the Board of Directors, by mailing the same at least
two (2) days prior to the meeting, or by personal delivery, facsimile
transmission, telegraphing or telephoning the same on the day before the
meeting, to each director; but such notice may be waived by any director. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at any special meetings. At any meeting at which every director is
present, even though without notice, any business may be transacted and any
director may in writing waive notice of the time, place and objects of any
special meeting.
7.QUORUM. A majority of the whole number of directors shall constitute a quorum
for the transaction of business at all meetings of the Board of Directors, but,
if at any meeting less than a quorum is present, a majority of those present may
adjourn the meeting from time to time, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law
or by the Corporation's Charter or by these By-laws.
8.COMPENSATION OF DIRECTORS. Directors may receive reasonable compensation for
their services as such, as may be set from time to time by the Board, and each
director shall be entitled to receive from the Corporation reimbursement of the
expenses incurred by him or her in attending any regular or special meeting of
the Board. In lieu of regular compensation, by resolution of the Board of
Directors, a fixed sum may be allowed for attendance at each regular or special
meeting of the Board and such reimbursement and compensation shall be payable
whether or not there is an adjournment because of the absence of a quorum.
Nothing herein contained shall be
3
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor, although the Board, by a majority
vote thereof, may determine that director's fees provided for in this paragraph
shall not be paid to directors who are also officers or other employees of the
Corporation or may limit the director's fees paid to such officers or employees.
9.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
two or more of the directors of the Corporation, which, to the extent provided
in the resolution, shall have and may exercise the powers of the Board of
Directors. Such committee or committees shall have such names as may be
determined from time to time by resolution adopted by the Board of Directors.
10.LIABILITY OF DIRECTORS. A director shall perform his or her duties as a
director, including his or her duties as a member of any Committee of the Board
upon which he or she may serve, in good faith, in a manner he or she reasonably
believes to be in the best interests of the Corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances. In performing his or her duties, a director shall be entitled to
rely on information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented by:
(a)one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
(b)counsel, certified public accountants, or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence; or
(c)a Committee of the Board upon which he or she does not serve, duly designate
in accordance with a provision of the Articles of Incorporation or the By-Laws,
as to matters within its designated authority, which Committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if the director
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted. A person who performs his or her duties in
compliance with this Section shall have no liability by reason of being or
having been a director of the Corporation.
ARTICLE III
OFFICERS
1.NUMBER. The officers of the Corporation shall be President, Secretary, and
Treasurer, and such additional other officers, including, but not limited to, a
Chairman of the Board, a Chief Executive Officer, an Executive Vice President,
and one or more Vice Presidents, as the Board of Directors, from time to time,
may elect. More than one or all of the offices may be held by the
4
same person; provided, however, that the same person shall not act as both
President and Vice President. All officers shall serve until their successors
are chosen and qualified or until their earlier resignation, removal from
office, or death.
2.ELECTION AND TENURE. The officers of the Corporation shall be elected by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the stockholders or as soon after such first meeting as
may be convenient. Each officer shall hold office for such period, as the Board
of Directors may fix or until his or her successor shall have been duly elected
and shall have qualified. The Chairman of the Board and President shall be
directors.
3.REMOVAL. Any officer or agent of the Corporation may be removed by the Board
of Directors whenever, in its judgment, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
4.VACANCIES. A vacancy in any office may be filled by the Board of Directors for
the unexpired portion of the term.
5.POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the Board of Directors unless, in his or her
absence, the Board of Directors shall by majority vote of a quorum thereof elect
a Chairman other than the Chairman of the Board to preside at such meeting. The
Chairman of the Board may sign and execute all authorized bonds, contracts, or
other obligations in the name of the Corporation, and he or she shall be an ex
officio member of all standing committees.
6.PRESIDENT. The President shall be the Chief Executive Officer of the
Corporation under the direction and subject to the control of the Board of
Directors (which direction shall be such as is customarily exercised over a
chief executive officer). The President shall be responsible for the business,
affairs, properties and operations of the Corporation and shall have general
executive charge, management and control of the Corporation, with all such power
and authority with respect to such business, affairs, properties and operations
as may be reasonably incident to such duties and responsibilities. The President
may delegate any and all of his or her powers or responsibilities to his or her
fellow officers.
7.VICE PRESIDENT. The Vice Presidents shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or the President. In
the absence or disability of the President, the Executive Vice President may
perform the duties and exercise the powers of the President. In the absence or
disability of the President or the Executive Vice President, any Vice President
may perform the duties and exercise the powers of the President. A Vice
President may sign and execute contracts and other obligations pertaining to the
regular course of his or her duties.
8. SECRETARY. The Secretary shall, in general, have all powers and perform all
duties incident to the office of Secretary as may from time to time be
prescribed by the Board of Directors.
5
9. TREASURER. The Treasurer shall have general charge of the financial affairs
of the Corporation. The Treasurer shall, in general, have all powers and perform
all duties incident to the office of Treasurer as may from time to time be
prescribed by the Board of Directors.
10.OTHER OFFICERS. Such other officers as may be elected by the Board of
Directors shall have such powers and perform such duties as the Board may from
time to time prescribe.
11.SALARIES. The salaries of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving such
salary for services performed as an officer by reason of the fact that he or she
is also a director of the Corporation.
12.SPECIAL APPOINTMENTS. In the absence or incapacity of any officer, or in the
event of a vacancy in any office, the Board of Directors may designate any
person to fill any such office pro tempore or for any particular purpose.
ARTICLE IV
ISSUE AND TRANSFER OF STOCK
1.ISSUE. Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors. Each certificate shall be
signed by the President or Vice President and countersigned by the Secretary or
Treasurer, and shall be sealed with the corporate seal. All certificates
surrendered to the Corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of lost,
stolen, destroyed, or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
2.TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only
on its stock transfer books by the holder of record thereof or by his or her
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed to be the owner thereof for all purposes.
3.FIXING DATE FOR DETERMINATION OF STOCKHOLDERS RIGHTS. The Board of Directors
may fix in advance a date as the record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
stockholders entitled to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for any other proper
purpose. Only stockholders of record on such date shall be entitled to notice of
and to vote at such meeting or to receive such dividends or rights, as the case
may be, and notwithstanding any transfer of any stock on the books of the
Corporation after such record date
6
fixed as aforesaid.
4.STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the
name and address of each stockholder and the number of shares of stock of each
class which the stockholder holds. The stock ledger may be in written form or in
any other form which can be converted within a reasonable time into written form
for visual inspection. The original or a duplicate of the stock ledger shall be
kept at the offices of a transfer agent for the particular class of stock within
or without the State of Maryland or, if none, at the principal office or the
principal executive offices of the Corporation in the State of Maryland.
ARTICLE V
FISCAL POLICIES
1.RECEIPT OF FUNDS. All funds received as gifts, contributions, or grants from
individual or private or public corporations or governmental units shall be
accepted by a majority vote of the directors and shall be deposited in
appropriate banking accounts maintained by the Corporation.
2.RECEIPT OF REVENUES. All sums collected for sales and services by the
Corporation shall be deposited in appropriate banking accounts of the
Corporation.
3.FISCAL YEAR. The Board of Directors shall have the power to fix and from time
to time change the fiscal year of the Corporation.
ARTICLE VI
SUNDRY PROVISIONS
1.VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or
associations registered in the name of the Corporation may be voted by the
President or the Chairman of the Board or a proxy appointed by either of them.
The Board of Directors, however, may by resolution appoint some other person to
vote such shares.
2. EXECUTION OF DOCUMENTS. A person who holds more than one office in the
Corporation may act in more than one capacity to execute, acknowledge, or verify
an instrument required by law to be executed, acknowledged, or verified by more
than one officer, unless the Board of Directors expressly prohibits a person
holding more than one office to act in more than one capacity.
7
3.AMENDMENTS. The Board of Directors shall have the power to make, amend, and
repeal the By-Laws of the Corporation by vote of a majority of all the directors
at any regular or special meeting of the Board at which a quorum is present.
END OF BY-LAWS
8