EXHIBIT 3.54
BY-LAWS
OF
SINCLAIR RADIO OF ST. LOUIS, 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 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 By-laws, the additional directors so provided for shall be
elected by the directors already in
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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
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
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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.
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
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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.
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
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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 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
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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.
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
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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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