AMENDED AND RESTATED
BYLAWS
OF
RADIO ONE LICENSES, INC.
(AS OF MAY 19, 1997)
ARTICLE I - OFFICES
Section 1. Registered Office. The registered office in the State of
Delaware shall be at 9 East Loockerman Street, in the City of Dover, County of
Kent. The name of the corporation's registered agent at such address shall be
National Registered Agents, Inc. The registered office or registered agent of
the corporation may be changed from time to time by action of the board of
directors on the filing of a certificate or certificates as required by law.
Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 1. Place and Time of Meetings. An annual meeting of the
stockholders shall be held each year, beginning in the year 1998, prior to the
last day of April. At such meeting, the stockholders shall elect the directors
of the corporation and conduct such other business as may come before the
meeting. The time and place of the annual meeting shall be determined by the
board of directors. Special meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. Special meetings of the stockholders may be called by the
president or the chairman of the board for any purpose and shall be called by
the secretary if directed by the board of directors.
Section 2. Notice. Whenever stockholders are required or permitted to take
action at a meeting, written or printed notice of every annual or special
meeting of the stockholders, stating the place, date, time, and, in the case of
special meetings, the purpose or purposes, of such meeting, shall be given to
each stockholder entitled to vote at such meeting not less than l0 nor more than
60 days before the date of the meeting. All such notices shall be delivered,
either personally or by mail, by or at the direction of the board of directors,
the chairman of the board, the chief executive officer, the president or the
secretary, and if mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage prepaid and addressed to the
stockholder at his or her address as it appears on the records of the
corporation.
Section 3. Stockholders List. The officer having charge of the stock ledger
of the corporation shall make, at least l0 days before every meeting of the
stockholders, a complete list
arranged in alphabetical order of the stockholders entitled to vote at such
meeting, specifying the address of and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least l0 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 4. Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote thereat, whether present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders, except
as otherwise provided by statute or by the certificate of incorporation. If a
quorum is not present, the holders of the shares present in person or
represented by proxy at the meeting and entitled to vote thereat shall have the
power, by the affirmative vote of the holders of a majority of such shares, to
adjourn the meeting to another time or place. Unless the adjournment is for more
than thirty days or unless a new record date is set for the adjourned meeting,
no notice of the adjourned meeting need be given to any stockholder, provided
that the time and place of the adjourned meeting were announced at the meeting
at which the adjournment was taken. At the adjourned meeting, the corporation
may transact any business which might have been transacted at the original
meeting.
Section 5. Vote Required. When a quorum is present or represented by proxy
at any meeting, the vote of the holders of a majority of the shares of capital
stock present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders, unless the
question is one upon which by express provisions of an applicable statute or of
the certificate of incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 6. Voting Rights. Except as otherwise provided by the Delaware
General Corporation Law or by the certificate of incorporation of the
corporation or any amendments thereto and subject to Section 3 of ARTICLE VI
hereof, each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of capital stock held by such
stockholder.
Section 7. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
Section 8. Action by Written Consent. 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 such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
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 of
capital stock entitled to vote thereon were present and voted, and shall be
delivered to the corporation by delivery to its
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registered office in the State of Delaware or the corporation's principal place
of business or an officer or agent of the corporation having custody of the
books in which proceedings of meetings are recorded. All consents delivered in
accordance with this section shall be deemed to be recorded when so delivered.
No written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest date on which any consent is
delivered to the corporation as required by this section, written consents
signed by the holders of a sufficient number of shares to take such corporate
action are recorded. 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. Any action taken pursuant to
such written consent of the stockholders shall have the same force and effect as
if taken by the stockholders at a meeting thereof.
ARTICLE III - DIRECTORS
Section 1. Number, Election and Term of Office. The board of directors
shall be five (5) in number; provided, however, the number of members of the
board of directors shall be increased to nine (9) at the election of Investors
(as defined in the Preferred Stockholders' Agreement (the "PSA") dated as of May
14, 1997 among Radio One, Inc., Radio One Licenses, Inc., and the other parties
thereto and the Warrantholders' Agreement (the "WA") dated as of June 6, 1995
among Radio One, Inc., Radio One Licenses, Inc. and the other parties thereto,
as amended by the First Amendment to Warrantholders' Agreement dated as of the
Closing Date (as defined in the PSA), as applicable) in accordance with, and
subject to the terms and conditions of, Section 10 of the PSA or Article VI of
the WA, as applicable (an election to increase the size of the board of
directors is referred to herein as the "Special Election"). The directors shall
be elected at the annual meeting of stockholders, except as provided in Section
3 of this ARTICLE III, and each director elected shall hold office until the
next annual meeting of stockholders and until a successor is duly elected and
qualified or until his or her death, resignation or removal as hereinafter
provided.
Section 2. Removal and Resignation. Any director or the entire board of
directors may be removed at any time, with or without cause, by the holders of a
majority of the shares of stock of the corporation then entitled to vote at an
election of directors, except as otherwise provided by statute. Any director may
resign at any time upon written notice to the corporation.
Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled only by
the holders of a majority of the shares of stock of the corporation then
entitled to vote at an election of directors at an annual or special meeting of
stockholders, and each director so chosen shall hold office until the next
annual meeting of stockholders and until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided; provided, however, that any vacancy created as a result of
the Special Election shall be filled in the manner provided for in Section 10 of
the PSA or Article VI of the WA, as applicable, and a director so elected shall
continue to serve as a director until the date on which the Special Election is
no longer in effect, at which time the number of directors constituting the
board of directors of the corporation shall decrease to such number as
constituted the whole board of directors of the corporation immediately prior to
the exercise of the Special Election.
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Section 4. Annual Meetings. The annual meeting of each newly elected board
of directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of stockholders.
Section 5. Other Meetings and Notice. Regular meetings, other than the
annual meeting, of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the board of directors may be called by or at the
request of the chairman, the chief executive officer or the president on at
least 24 hours notice to each director, either personally, by telephone, by
mail, or by telegraph; in like manner and on like notice the secretary must call
a special meeting on the written request of a majority of directors; in like
manner on like notice, the secretary must call a special meeting on the written
request of Investors holding a majority of the outstanding Preferred Shares (as
defined in the PSA); provided that any such request made by such Investors must
be called in good faith for a reasonable business purpose.
Section 6. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business. The vote of a majority of
directors present at a meeting at which a quorum is present shall be the act of
the board of directors. If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 7. Committees. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees. Each committee
shall consist of one or more of the directors of the corporation, which, to the
extent provided in such resolution and not otherwise limited by statute, shall
have and may exercise the powers of the board of directors in the management and
affairs of the corporation including without limitation the power to declare a
dividend and to authorize the issuance of stock. The board of directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the directors
when required.
Section 8. Committee Rules. Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by the resolution of the board of
directors designating such committee, but in all cases the presence of at least
a majority of the members of such committee shall be necessary to constitute a
quorum. In the event that a member and that member's alternate, if alternates
are designated by the board of directors as provided in Section 7 of this
ARTICLE III, of such committee is/are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in place of any
such absent or disqualified member.
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Section 9. Communications Equipment. Members of the board of directors or
any committee thereof may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in the meeting pursuant to this section shall
constitute presence in person at the meeting.
Section 10. Action by Written Consent. 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 of directors or committee.
ARTICLE IV - OFFICERS
Section 1. Number. The officers of the corporation shall be elected by the
board of directors and shall consist of a chairman of the board (if the board of
directors so deems advisable and elects), a president (who shall perform the
functions of the chairman of the board if none be elected), one or more
vice-presidents, a secretary, a treasurer, and such other officers and assistant
officers as may be deemed necessary or desirable by the board of directors. Any
number of offices may be held by the same person. In its discretion, the board
of directors may choose not to fill any office for any period as it may deem
advisable, except the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the board of directors at the meeting of the board
of directors held after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. Each officer shall
hold office until the next annual meeting of the board of directors and until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.
Section 3. Removal. Any officer or agent elected by the board of directors
may be removed by the board of directors whenever in its judgment the best
interest of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term by the board of directors
then in office.
Section 5. Compensation. Compensation of all officers shall be fixed by the
board of directors, and no officer shall be prevented from receiving such
compensation by virtue of the fact that he or she is also a director of the
corporation.
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