EXHIBIT 3.46
BY-LAWS
OF
SINCLAIR RADIO OF NASHVILLE 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.
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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 owned of record 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
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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 By-laws, 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.
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 by the 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
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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 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.
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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
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.
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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.
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
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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 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.
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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.
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
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