EXHIBIT 3.62
BY - LAWS
OF
SUPERIOR COMMUNICATIONS OF KENTUCKY, INC.
ADOPTED: December 6, 1993
BY - LAWS
OF
SUPERIOR COMMUNICATIONS OF KENTUCKY, INC.
TABLE OF CONTENTS
Page
ARTICLE I MEETINGS OF STOCKHOLDERS.................................1
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Section 1.1. Place of Meetings........................................1
Section 1.2. Annual Meetings..........................................1
Section 1.3. Special Meetings.........................................1
Section 1.4. Notice of Meetings.......................................1
Section 1.5. Record Date..............................................1
Section 1.6. Informal Action..........................................2
ARTICLE II DIRECTORS................................................2
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Section 2.1. Powers of Directors......................................2
Section 2.2. Number, Election, and Term of Office.....................2
Section 2.3. Vacancies................................................3
Section 2.4. Meetings of Directors....................................3
Section 2.5. Informal Action..........................................3
Section 2.6. Telephone Participation in Meetings ...................3
ARTICLE III OFFICERS.................................................3
Section 3.1. Enumeration..............................................3
Section 3.2. Chairman.................................................3
Section 3.3. President................................................4
Section 3.4 Executive Vice President.................................4
Section 3.5. Vice President...........................................4
Section 3.6. Secretary................................................4
Section 3.7. Treasurer................................................4
Section 3.8. Other Officers and Assistant Officers....................4
Section 3.9. Term and Compensation....................................5
ARTICLE IV INDEMNIFICATION..........................................5
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Section 4.1. Directors and Officers...................................5
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Section 4.2. Payment of Expenses......................................5
Section 4.3. Permissive Indemnification and
Advancement of Expenses..................................5
Section 4.4. Basis of Rights; Other Rights............................6
Section 4.5. Determination of Indemnification.........................6
Section 4.6. Insurance................................................6
Section 4.7. Powers of the Board......................................7
Section 4.8. Definition - Corporation.................................7
Section 4.9. Definition - Authorized Representative...................7
ARTICLE V SHARES OF CAPITAL STOCK..................................7
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Section 5.1. Issuance of Stock........................................7
Section 5.2. Stock Certificates.......................................8
Section 5.3. Transfer of Stock........................................8
Section 5.4. Lost, Stolen, Destroyed, or Mutilated
Certificates........................................8
Section 5.5. Regulations..............................................8
Section 5.6. Holders of Record........................................8
Section 5.7. Restriction on Transfer..................................8
ARTICLE VI GENERAL PROVISIONS.......................................9
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Section 6.1. Corporate Seal...........................................9
Section 6.2. Fiscal Year..............................................9
Section 6.3. Authorization............................................9
Section 6.4. Financial Reports........................................9
Section 6.5. Effect of By-laws........................................9
ARTICLE VII AMENDMENTS...............................................9
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BY-LAWS
OF
SUPERIOR COMMUNICATIONS OF KENTUCKY, INC.
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ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1. Place of Meetings. Meetings of the stockholders shall be held
at such place within or without the State of Delaware as shall be designated by
the Board of Directors or the person or persons calling the meeting.
Section 1.2. Annual Meetings. The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held after the close of the
Corporation's fiscal year on such date and at such time as shall be designated
by the Board of Directors.
Section 1.3. Special Meetings. Special meetings may be called at any time
by the Chairman or the Board of Directors.
Section 1.4. Notice of Meetings. A written notice stating the place, date,
and hour of each meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given by, or at the direction
of, the Secretary or the person or persons authorized to call the meeting to
each stockholder of record entitled to vote at such meeting, not less than ten
(10) days nor more than sixty (60) days before the date of the meeting, unless a
greater period of time is required by law in a particular case.
Section 1.5. Record Date. In order to determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. If no record
date is fixed: (i) 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 notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 1.6. Informal Action. Any action required 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 the stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
ARTICLE II
DIRECTORS
Section 2.1. Powers of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which shall exercise all powers that may be exercised or performed by
the Corporation and that are not by statute, the Certificate of Incorporation or
these By-laws directed to be exercised or performed by the stockholders.
Section 2.2. Number, Election and Term of Office. The Board of Directors
shall consist of not less than three and not more than six members. Directors
need not be stockholders of the Corporation. The directors shall be elected by
the stockholders at the annual meeting or any special meeting called for such
purpose. Each director shall hold office until his or her successor shall be
duly elected and qualified or until his or her earlier resignation or removal. A
director may resign at any time upon written notice to the Corporation.
Section 2.3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority vote of the directors then in office, although less than a quorum, or
by a sole remaining director. The occurrence of a vacancy which is not filled by
action of the Board of Directors shall constitute a determination by the Board
of Directors that the number of directors is reduced so as to eliminate such
vacancy, unless the Board of Directors shall specify otherwise. When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
Section 2.4. Meetings of Directors. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors shall
from time to time by resolution appoint; and no notice shall be required to be
given of any such regular meeting. A special meeting of the Board of Directors
may be called by the Chairman or any director by
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giving two (2) days, notice to each director by letter, telegram, telephone or
other oral message, Except as otherwise provided by these By-laws, a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and the vote of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors.
Section 2.5. Informal Action. Any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or 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 2.6. Telephone Participation in Meetings. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.
ARTICLE III
OFFICERS
Section 3.1. Enumeration. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a Chairman, President (if elected
by the Board), Executive Vice President, such number of Vice Presidents (if any)
as the Board of Directors shall from time to time elect, a Secretary, a
Treasurer, and such other officers (if any) as the Board of Directors shall from
time to time elect. The Board of Directors may at any time elect one of its
members as Chairman of the Board of the Corporation, who shall preside at
meetings of the Board of Directors and of the stockholders and shall have such
powers and perform such duties as shall from time to time be prescribed by the
Board of Directors. Any two or more offices may be held by the same person.
Section 3.2. Chairman. The Chairman shall be the chief executive officer of
the Corporation, and shall have general and active charge and control over the
business and affairs of the Corporation, subject to the Board of Directors. The
Chairman shall preside at meetings of the Board of Directors and of the
stockholders. The Chairman shall sign all certificates for shares of the capital
stock of the Corporation.
Section 3.3. President. The President shall perform such duties as are
assigned by the Chairman. In the absence of the Chairman, the President shall
preside at meetings of the Board of Directors and of the stockholders. The
President may, together with the Secretary, execute on behalf of the Corporation
any contract which has been approved by the Board of
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Directors. If the office of Chairman is vacant, the President shall have the
duties of the Chairman.
Section 3.4. Executive Vice-President. The Executive Vice President shall
be senior to the Vice President(s) and shall have all of the powers and perform
all of the duties of the President during the absence or inability to act of the
President. The Executive Vice President shall also have such other powers and
perform such other duties as shall from time to time be prescribed by the Board
of Directors, the Chairman or the President.
Section 3.5. Vice President. The Vice President or, if there shall be more
than one, the Vice Presidents, in the order of their seniority unless otherwise
specified by the Board of Directors, shall have all of the powers and perform
all of the duties of the President during the absence or inability to act of the
President and the Executive Vice President. Each Vice President shall also have
such other powers and perform such other duties as shall from time to time be
prescribed by the Board of Directors, the Chairman or the President.
Section 3.6. Secretary. The Secretary shall record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose, and shall give notice as required by statute or these By-laws of all
such meetings. The Secretary shall have custody of the seal of the Corporation
and of all books, records, and papers of the Corporation, except such as shall
be in the charge of the Treasurer or of some other person authorized to have
custody and possession thereof by resolution of the Board of Directors. The
Secretary shall also have such other powers and perform such other duties as are
incident to the office of the secretary of a corporation or as shall from time
to time be prescribed by, or pursuant to authority delegated by, the Board of
Directors.
Section 3.7. Treasurer. The Treasurer shall keep full and accurate accounts
of the receipts and disbursements of the Corporation in books belonging to the
Corporation, shall deposit all moneys and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors, and shall also have
such other powers and perform such other duties as are incident to the office of
the treasurer of a corporation or as shall from time to time be prescribed by,
or pursuant to authority delegated by, the Board of Directors.
Section 3.8. Other Officers and Assistant Officers. The powers and duties
of each other officer or assistant officer who may from time to time be chosen
by the Board of Directors shall be as specified by, or pursuant to authority
delegated by, the Board of Directors at the time of the appointment of such
other officer or assistant officer or from time to time thereafter.. In
addition, each officer designated as an assistant officer shall assist in the
performance of the duties of the officer to which he or she is assistant, and
shall have the powers and perform the duties of such officer during the absence
or inability to act of such officer.
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Section 3.9. Term and Compensation. Officers shall be elected by the Board
of Directors from time to time, to serve at the pleasure of the Board. Each
officer shall hold office until his or her successor is elected and qualified,
or until his or her earlier resignation or removal. The compensation of all
officers shall be fixed by, or pursuant to authority delegated by, the Board of
Directors from time to time.
ARTICLE IV
INDEMNIFICATION
Section 4.1. Directors and Officers. The Corporation shall indemnify, to
the fullest extent now or hereafter permitted by law, each director or officer
(including each former director or officer) of the Corporation who was or is
made a party to or witness in or is threatened to be made a party to or a
witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was an authorized representative of the Corporation, against all
expenses (including attorneys' fees and disbursements), judgments, fines
(including excise taxes and penalties) and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding.
Section 4.2. Payment of Expenses. The Corporation shall pay expenses
(including attorneys, fees and disbursements) incurred by a director or officer
of the Corporation referred to in Section 4.1 hereof in defending or appearing
as a witness in any civil or criminal action, suit or proceeding described in
Section 4.1 hereof in advance of the final disposition of such action, suit or
proceeding. The expenses incurred by such director or officer in his capacity as
a director or officer of the Corporation shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding only upon
receipt of an undertaking by or on behalf of such director or officer to repay
all amounts in advance if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation because he has not met the
standard or conduct set further in the first sentence of Section 4.5 hereof.
Section 4.3. Permissive Indemnification and Advancement of Expenses. The
Corporation may, as determined by the Board of Directors from time to time,
indemnify to the fullest extent now or hereafter permitted by law, any person
who was or is a party to or a witness in or is threatened to be made a party to
or a witness in, or is otherwise involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was an authorized
representative of the Corporation, against all expenses (including attorneys'
fees and disbursements), judgments, fines (including excise taxes and
penalties), and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding. Subject to Section 4.2
hereof, the Corporation may, as determined by the Board of
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Directors from time to time, pay expenses incurred by any such person by reason
of his participation in an action, suit or proceeding referred to in this
Section 4.3 in advance of the final disposition of such action, suit or
proceeding.
Section 4.4. Basis of Rights; Other Rights. Each director and officer of
the Corporation shall be deemed to act in such capacity in reliance upon such
rights of indemnification and advancement of expenses as are proceeded in this
Article. The rights of indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled under
any agreement, vote of stockholders or disinterested directors, statute or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office or position, and shall continue as
to a person who has ceased to be an authorized representative of the Corporation
and shall inure to the benefit of the heirs, executors and administrators of
such person.
Section 4.5 Determination of Indemnification. Any indemnification under
this Article shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the authorized representative
is proper in the circumstances because such person has 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, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. 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) quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contenders or its equivalent, shall not, or itself, create a
presumption that the person did not act in good faith and in a manner which such
person 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 such person's conduct was unlawful.
Section 4.6 Insurance. The Corporation shall purchase and maintain
insurance on behalf of each director and officer against any liability asserted
against or incurred by such director or officer in any capacity, or arising out
of such director's or officer's status as such, whether or not the Corporation
would have the power to indemnify such director or officer against such
liability under the provisions of this Article. The Corporation shall not be
required to maintain such insurance if it is not available on terms satisfactory
to the Board of Directors or if, in the business judgment of the Board of
Directors, either (i) the premium cost for such insurance is substantially
disproportionate to the amount of coverage, or (ii) the coverage provided by
such insurance is so limited by exclusions that there is insufficient benefit
from such insurance. The Corporation may purchase and maintain insurance on
behalf of any person referred to in Section 4.3 hereof against any liability
asserted against or incurred by such person in any capacity, whether or not the
Corporation would have the power to indemnify such persons against such
liability under the provisions of this Article.
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Section 4.7 Powers of the Board. The Board of Directors, without approval
of the stockholders, shall have the power to borrow money on behalf of the
Corporation, including the power to pledge the assets of the Corporation, from
time to time to discharge the Corporation's obligations with respect to
indemnification, the advancement and reimbursement of expenses, and the purchase
and maintenance of insurance referred to in this Article IV.
Section 4.8. Definition - Corporation. For purposes of this Article,
references to "the Corporation" shall include, in addition to the resulting
corporation, and constituent corporation (including any constituent of a
constituent) absorbed in consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
authorized representatives so that any person who is or was an authorized
representative of such constituent corporation shall stand in the same position
under this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
Section 4.9 Definition - Authorized Representative. For the purposes of
this Article, the term "authorized representative" shall mean a director,
officer, employee or agent of the Corporation or of any subsidiary of the
Corporation, or a trustee, custodian, administrator, committeeman or fiduciary
of any employee benefit plan established and maintained by the Corporation or by
any subsidiary of the Corporation, or a person serving another corporation,
partnership, joint venture, trust or other enterprise in any of the foregoing
capacities at the request of the Corporation.
ARTICLE V
SHARES OF CAPITAL STOCK
Section 5.1. Issuance of Stock. Shares of capital stock of any class now or
hereafter authorized, securities convertible into or exchangeable for such
stock, or options or other rights to purchase such stock or securities may be
issued or granted in accordance with authority granted by resolution of the
Board of Directors.
Section 5.2. Stock Certificates. Certificates for shares of the capital
stock of the Corporation shall be in the form adopted by the Board of Directors,
shall be signed by the President and by the Secretary or Treasurer, and may be
sealed with the seal of the Corporation. All such certificates shall be numbered
consecutively, and the name of the person owning the shares represented thereby,
with the number of such shares and the date of issue, shall be entered on the
books of the Corporation.
Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation
shall be transferred only on the books of the Corporation, by the holder of
record in person or by the
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holder's duly authorized representative, upon surrender to the Corporation of
the certificate for such shares duly endorsed for transfer, together with such
other documents (if any) as may be required to effect such transfer.
Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock
certificates may be issued to replace certificates alleged to have been lost,
stolen, destroyed, or mutilated, upon such terms and conditions, including proof
of loss or destruction, and the giving of a satisfactory bond of indemnity, as
the Board of Directors from time to time may determine.
Section 5.5. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent with these
By-laws as it may deem expedient concerning the issue, transfer, and
registration of shares of capital stock of the Corporation.
Section 5.6. Holders of Record. The Corporation shall be entitled to treat
the holder of record of any share or shares of capital stock of the Corporation
as the holder and owner in fact thereof for all purposes and shall not be bound
to recognize any equitable or other claim to, or right, title, or interest in,
such share or shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
Section 5.7. Restriction on Transfer. A restriction on the hypothecation,
transfer or registration of transfer of shares of the corporation may be imposed
either by these By-laws or by an agreement among any number of stockholders or
such holders and the corporation. No restriction so imposed shall be binding
with respect to those securities issued prior to the adoption of the restriction
unless the holders of such securities are parties to an agreement or voted in
favor of the restriction.
ARTICLE VI
GENERAL PROVISIONS
Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form
as the Board of Directors shall from time to time determine.
Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as
designated by the Board of Directors from time to time.
Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts,
acceptances, and other orders for the payment of moneys of the Corporation shall
be signed by
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such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
Section 6.4. Financial Reports. Financial statements or reports shall not
be required to be sent to the stockholders of the Corporation, but may be so
sent in the discretion of the Board of Directors, in which event the scope of
such statements or reports shall be within the discretion of the Board of
Directors, and such statements or reports shall not be required to have been
examined by or to be accompanied by an opinion of an accountant or firm of
accountants.
Section 6.5. Effect of By-laws. No provision in these By-laws shall vest
any property right in any stockholder.
ARTICLE VII
AMENDMENTS
The authority to adopt, amend or repeal By-laws of the Corporation is
expressly conferred upon the Board of Directors, which may take such action by
the affirmative vote of a majority of the whole Board of Directors at any
regular or special meeting duly convened after notice of that purpose, subject
always to the power of the stockholders to adopt, amend or repeal By-laws.
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