RESTATED BYLAWS
OF
BELL BROADCASTING COMPANY
----------------------------
Amended as of May 11, 1993
TABLE OF CONTENTS
page
I. OFFICES
1.01 Principal Offices .................................................. 1
1.02 Other Offices ...................................................... 1
II. SEAL
2.01 Seal................................................................ 1
III. CAPITAL STOCK
3.01 Issuance of Shares ................................................. 1
3.02 Certificates for Shares ............................................ 1
3.03 Transfer of Shares ................................................. 2
3.04 Registered Shareholders ............................................ 2
3.05 Lost or Destroyed Certificates ..................................... 2
IV. SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 Place of Meetings .................................................. 2
4.02 Annual Meeting ..................................................... 2
4.03 Special Meetings ................................................... 2
4.04 Notice of Meetings ................................................. 3
4.05 Record Dates ....................................................... 3
4.06 List of Shareholders ............................................... 3
4.07 Quorum ............................................................. 3
4.08 Proxies ............................................................ 4
4.09 Voting ............................................................. 4
4.10 Participation via Communications
Equipment.......................................................... 4
V. DIRECTORS AND MEETINGS OF DIRECTORS
5.01 Number and Eligibility ............................................. 4
5.02 Election, Resignation and Removal .................................. 4
5.03 Vacancies .......................................................... 5
5.04 Annual Meeting ..................................................... 5
5.05 Regular and Special Meetings ....................................... 5
5.06 Notices ............................................................ 5
5.07 Quorum and Voting .................................................. 5
5.08 Participation via Communications
Equipment ....................................................... 5
5.09 Committees ......................................................... 6
5.10 Dissents ........................................................... 6
5.11 Compensation and Expense Reimbursement ............................. 6
5.12 Certain Corporate Actions .......................................... 6
(i)
VI. NOTICES, WAIVERS OF NOTICE, AND MANNER OF ACTING
6.01 Notices ............................................................ 7
6.02 Waiver of Notice ................................................... 8
6.03 Action Without a Meeting ........................................... 8
VII. OFFICERS
7.01 Number ............................................................. 8
7.02 Term of Office, Resignation and Removal ............................ 8
7.03 Vacancies .......................................................... 8
7.04 Authority .......................................................... 9
VIII. DUTIES OF OFFICERS
8.01 Chairman of the Board .............................................. 9
8.02 President .......................................................... 9
8.03 Vice Presidents .................................................... 9
8.04 Secretary .......................................................... 9
8.05 Treasurer...........................................................10
8.06 Assistant Secretaries and Treasurers............................... 10
IX. SPECIAL CORPORATE ACTS
9.01 Orders for Payment of Money ........................................10
9.02 Contracts and Conveyances ..........................................10
X. BOOKS AND RECORDS
10.01 Maintenance of Books and Records ..................................10
10.02 Reliance on Books and Records .....................................11
XI. INDEMNIFICATION
11.01 Non-Derivative Actions ............................................11
11.02 Derivative Actions ................................................12
11.03 Expenses of Successful Defense ....................................12
11.04 Definition ........................................................12
11.05 Contract Right; Limitation on Indemnity ...........................12
11.06 Determination that Indemnification is Proper ......................13
11.07 Proportionate Indemnity ...........................................13
11.08 Expense Advance ...................................................13
11.09 Non-Exclusivity of Rights .........................................14
11.10 Indemnification of Employees and Agents
of the Corporation ............................................14
11.11 Former Directors and Officers .....................................14
11.12 Insurance .........................................................14
11.13 Changes in Michigan Law ...........................................14
11.14 Amendment or Repeal of Article XI .................................14
XII. AMENDMENTS
12.01 Amendments ........................................................15
(ii)
RESTATED BYLAWS
of
BELL BROADCASTING COMPANY
(amended as of May 11, 1993)
ARTICLE I
OFFICES
1.01 Principal Office. The principle office of the corporation shall be
at such place within the State of Michigan as the Board of Directors shall
determine from time to time.
1.02 Other Offices. The corporation also may have offices at such other
places as the Board of Directors from time to time determines or the business of
the corporation requires.
ARTICLE II
SEAL
2.01 Seal. The corporation may, but is not required to, have a seal in
such form as the Board of Directors may from time to time determine. The seal
may be used by causing it or a facsimile to be impressed, affixed, reproduced or
otherwise.
ARTICLE III
CAPITAL STOCK
3.01 Issuance of Shares. The shares of capital stock of the corporation
shall be issued in such amounts, at such times, for such consideration and on
such terms and conditions as the Board shall deem advisable, subject to the
Articles of Incorporation and any requirements of the laws of the State of
Michigan.
3.02 Certificates for Shares. The shares of the corporation shall be
represented by certificates signed by the Chairman of the Board, President or a
Vice President and also may be signed by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the corporation, and may be sealed with the
seal of the corporation or a facsimile thereof. A certificate representing
shares shall state upon its face that the corporation is formed under the laws
of the State of Michigan, the name of the person to whom it is issued, the
number and class of shares, and the designation of the series, if any, which the
certificate represents, and such other provisions as may be required by the laws
of the State of Michigan.
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3.03 Transfer of Shares. The shares of the capital stock of the
corporation are transferable only on the books of the corporation upon surrender
of the certificate therefor, properly endorsed for transfer, and the
presentation of such evidences of ownership and validity of the assignment as
the corporation may require.
3.04 Registered Shareholders. The corporation shall be entitled to
treat the person in whose name any share of stock is registered as the owner
thereof for purposes of dividends and other distributions in the course of
business, or in the course of recapitalization, merger, plan of share exchange,
reorganization, sale of assets, liquidation or otherwise and for the purpose of
votes, approvals and consents by shareholders, and for the purpose of notices to
shareholders, and for all other purposes whatever, and shall not be bound to
recognize any equitable or other claim to or interest is such shares on the part
of any other person, whether or not the corporation shall have notice thereof,
save as expressly required by the laws of the State of Michigan.
3.05 Lost or Destroyed Certificates. Upon the presentation to the
corporation of a proper affidavit attesting the loss, destruction or mutilation
of any certificate or certificates for shares of stock of the corporation, the
Board of Directors shall direct the issuance of a new certificate or
certificates to replace the certificates so alleged to be lost, destroyed or
mutilated. The Board of Directors may require as a condition precedent to the
issuance of new certificates a bond or agreement of indemnity, in such form and
amount and with such sureties, or without sureties, as the Board of Directors
may direct or approve.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 Place of Meetings. All meetings of shareholders shall be held at
the principal office of the corporation or at such other place as shall be
determined by the Board of Directors and stated in the notice of meeting.
4.02 Annual Meeting. The annual meeting of the shareholders of the
corporation shall be held in the fifth calendar month after the end of the
corporation's fiscal year, or at such other date as the Board of Directors shall
determine from time to time, and shall be held at such place and time of day as
shall be determined by the Board of Directors from time to time. Directors shall
be elected at each annual meeting and such other business transacted as may come
before the meeting.
4.03 Special Meetings. Special meetings of shareholders may be called
by the Board of Directors, the Chairman of the Board (if such office is filled)
the President and shall be called by the President, Secretary or Assistant
Secretary at the written request of shareholders holding a majority of the
shares of stock of the corporation outstanding and entitled to vote. The request
shall state the purpose or purposes for which the meeting is to be called.
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4.04 Notice of Meetings. Except as otherwise provided by statute,
written notice of the time, place and purposes of a meeting of shareholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each shareholder of record entitled to vote at the
meeting, either personally or by mailing such notice to his last address as it
appears on the books of the corporation. No notice need be given of an adjourned
meeting of the shareholders provided the time and place to which such meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting. However, if after the adjournment a new
record date is fixed for the adjourned meeting a notice of the adjourned meeting
shall be given to each shareholder of record on the new record date entitled to
notice as provided in this Bylaw.
4.05 Record Dates. The Board of Directors may fix in advance a date as
the record date for the purpose of determining shareholders entitled to notice
of and to vote at a meeting of shareholders or an adjournment thereof, or to
express consent or to dissent from a proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of a dividend or
allotment of a right, or for the purpose of any other action. The date fixed
shall not be more than sixty (60) nor less than ten (10) days before the date of
the meeting, nor more than sixty (60) days before any other action. In such case
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of and to vote at such meeting or adjournment
thereof, or to express consent or to dissent from such proposal, or to receive
payment of such dividend or to receive such allotment of rights, or to
participate in any other action, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation, or otherwise, after any
such record date. Nothing in this Bylaw shall affect the rights of a shareholder
and his transferee or transferor as between themselves.
4.06 List of Shareholders. The Secretary of the Corporation or the
agent of the corporation having charge of the stock transfer records for shares
of the corporation shall make and certify a complete list of the shareholders
entitled to vote at a shareholders' meeting or any adjournment thereof. The
list: shall be arranged alphabetically within each class and series, with the
address of, and the number of shares held by, each shareholder; shall be
produced at the time and place of the meeting; shall be subject to inspection by
any shareholder during the whole time of the meeting; and shall be prima facie
evidence as to who are the shareholders entitled to examine the list or vote at
the meeting.
4.07 Quorum. Unless a greater or lesser quorum is required by the laws
of the State of Michigan, the Articles of Incorporation, or these Bylaws, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of a majority of the outstanding shares of
the corporation entitled to vote at the meeting shall constitute a quorum at the
meeting. Whether or not a quorum is present, a meeting of shareholders may be
adjourned by a vote of a majority of the shares present in person or by proxy.
When the holders of a class or series of shares are entitled to vote separately
on an item of business, this Bylaw applies in
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determining the presence of a quorum of such class or series for transaction of
such item of business.
4.08 Proxies. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for the shareholder by proxy. A proxy shall be signed by
the shareholder or the shareholder's authorized agent or representative and
shall not be valid after the expiration of three years from its date unless
otherwise provided in the proxy. A proxy is revocable at the pleasure of the
shareholder executing it except as otherwise provided by the laws of the State
of Michigan.
4.09 Voting. Each outstanding share is entitled to one vote on each
matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes may be cast orally or in writing, but f more than 25
shareholders of record are entitled to vote, then votes shall be cast in writing
signed by the shareholder or the shareholder's proxy When an action, other than
the election of directors, it to be taken by the vote of the shareholders, it
shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote thereon, unless a greater plurality is required by these
Bylaws, the Articles of Incorporation, or by the laws of the State of Michigan.
Except as otherwise provided by the Articles of Incorporation or agreements
among the shareholders, directors shall be elected by a plurality of the votes
cast at any election.
4.10 Participation via Communication Equipment. A shareholder may
participate in a meeting of shareholders by means of conference telephone or
similar communications equipment by means of which all person participating in
the meeting can communicate with each other if all participants are advised of
the communications equipment and the names of the participants in the conference
are divulged to all participants. Participation in a meeting in this manner
constitutes presence in person at the meeting.
ARTICLE V
DIRECTORS
5.01 Number and Eligibility. The business and affairs of the
corporation shall be managed by a Board comprised of not less than one (1) nor
more than twenty-one (21) directors as shall be determined from time to time,
and at any time, by the shareholders entitled to vote thereon. The directors
need not be residents of Michigan or shareholders of the corporation.
5.02 Election, Resignation and Removal. Directors shall be elected at
each annual meeting of the shareholders, each to hold office until the next
annual meeting of shareholders and until the director's successor is elected and
qualified, or until the director's resignation or removal. A director may resign
by written notice to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in the notice of
resignation. A director or the entire Board of Directors may be removed, with or
without cause, by vote of the holders of a majority of the shares entitled to
vote at an election of directors.
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5.03 Vacancies. Vacancies in the Board of Directors occurring by reason
of death, resignation, removal, increase in the number of directors or otherwise
shall be filled only by the affirmative vote of holders of fifty-one percent
(51%) of the shares of stock of the corporation issued and outstanding and
entitled to vote on the election of directors. Each person so elected shall be a
director for a term of office continuing only until the next election of
directors by the shareholders. A vacancy that will occur at a specific date, by
reason of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the newly elected director may not take office
until the vacancy occurs.
5.04 Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, or within three (3)
days of such time excluding Sundays and legal holidays if such later time is
deemed advisable, at the place where such meeting of the shareholders has been
held or such other place as the Board may determine, for the purpose of election
of officers and consideration of such business that may properly be brought
before the meeting; provided, that if less than a majority of the directors
appear for an annual meeting of the Board of Directors the holding of such
annual meeting shall not be required and the matters which might have been taken
up therein may be taken up at any later special or annual meeting, or by consent
resolution.
5.05 Regular and Special Meetings. Regular meetings of the Board of
Directors may be held at such times and places as the majority of the directors
may form time to time determine at a prior meeting or as shall be directed or
approved by the vote or written consent of all the directors. Special meetings
of the Board may be called by the Chairman of the Board (if such office is
filled) or the President and shall be called by the President, Secretary or
Assistant Secretary upon the written request of any two directors.
5.06 Notices. Seven (7) days' written notice shall be given for all
meetings of the Board (including, annual, regular and special meetings) or any
committees thereof, and such notice shall state the time, place and purpose or
purposes of the meeting, except that no notice shall be required for adjourned
meetings.
5.07 Quorum and Voting. A majority of the Board of Directors then in
office, or of the members of a committee thereof, constitutes a quorum for the
transaction of business. The vote of a majority of the directors present at any
meeting at which there is a quorum shall be the acts o the Board or of a
committee, except as a larger vote may be required by the laws of the State of
Michigan, by the Articles of Incorporation, or by these Bylaws.
5.08 Participation via Communication Equipment. A member of the Board
or of a committee designated by the Board may participate in a meeting by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can communicate with each other.
Participation in a meeting in this manner constitutes presence in person at the
meeting.
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5.09 Committees.
(a) Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint three or more members of the
Board as an executive committee to exercise all powers and authorities of the
Board in management of the business and affairs of the corporation, except that
the committee shall not have power or authority to: (i) amend the Articles of
Incorporation; (ii) adopt an agreement of merger or consolidation; (iii)
recommend to shareholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets; (iv) recommend to shareholders a
dissolution of the corporation or revocation of a dissolution; (v) amend these
Bylaws; (vi) fill vacancies in the Board; or (vii) unless expressly authorized
by the Board, declare a dividend or authorize the issuance of stock.
(b) Other Committees. The Board of Directors from time to time
may, by like resolution, appoint such other committees of one or more directors
to have such authority as shall be specified by the Board in the resolution
making such appointments. The Board of Directors may designate one or more
directors as alternate members of any committee who may replace an absent or
disqualified members at any meeting thereof.
5.10 Dissents. A directors who is present at a meeting of the Board of
Directors, or a committee thereof of which the director is a member, at which
action on a corporate matter is taken is presumed to have concurred in that
action unless the director's dissent is entered in the minutes of the meeting or
unless the director files a written dissent to the action with the person acting
as secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation promptly after
the adjournment of the meeting. Such right to dissent does not apply to a
director who voted in favor of such action. A director who is absent from a
meeting of the Board, or a committee thereof of which the director is a member,
at which any such action is taken is presumed to have concurred in the action
unless the directors files a written dissent with the Secretary of the
corporation within a reasonable time after the director has knowledge of the
Action.
5.11 Compensation. The Board of Directors may establish reasonable
compensation of directors for services to the corporation as directors or
officers.
5.12 Certain Corporate Actions. Notwithstanding any provision in these
Bylaws to the contrary, approval of fifty-five (55%) of all of the Board of
Directors shall be required to take the following actions:
(a) Recommend that the shareholders consider the amendment of the
corporation's Articles of Incorporation of Bylaws.
(b) Issue any additional securities (or any securities or
obligations convertible into shares of stock) in the corporation or grant any
option or other right to purchase stock (or any securities or obligations
convertible into shares of stock) in the corporation.
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(c) Merge or consolidate the corporation with another corporation
or entity, dissolve the corporation, sell or otherwise transfer all or
substantially all of the assets of the corporation, or engage in any other
transaction not in the ordinary course of business.
(d) Redeem any securities of the corporation.
(e) Enter into or amend any agreement (whether oral or written)
material to the business and operations of the corporation.
(f) Incur any indebtedness for borrowed money if the total
outstanding indebtedness for borrowed money exceeds One Hundred Thousand Dollars
($100,000) or incur any indebtedness for borrowed money in excess of Three
Hundred Thousand Dollars ($300.000) during any twelve (12) month period.
(g) Commit to any contract that requires the corporation to pay or
expend more than One Hundred Fifty Thousand Dollars ($150,000) during any twelve
(12) month period.
(h) Appoint or remove the principal executive officer or the chief
executive of the corporation, including, without limitation, the designation an
officer to perform the duties and exercise the powers of the President in the
absence or disability of the President pursuant to Section 8.02 hereof.
(i) Form a subsidiary of the corporation, participate in a joint
venture, or otherwise invest any of the corporation's monies or resources in any
corporation, partnership, person, or other entity.
(j) Appoint any committee of the Board of Directors.
(k) Change the number of Directors constituting the Board of
Directors.
(l) Enter or amend any agreement (whether oral or written) between
the corporation, on the one hand, and a director, officer, shareholder, employee
or any of their family members or affiliates, on the other hand.
Except as provided in this Section 5.12, in the Articles of Incorporation, or in
Michigan law, all other decisions of the Board of Directors shall be made
according to the vote otherwise required in these Bylaws.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE, AND MANNER OF ACTING
6.01 Notices. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telecopy, telegram, radiogram or cablegram to any shareholder, director or
committee member at his last address as it appears on the books of the
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corporation. Such notice shall be deemed to be given at the time when the same
shall be mailed or otherwise dispatched.
6.02 Waiver of Notice. Notice of the time, place and purpose of any
meeting of shareholders, directors or committee of directors may be waived by
telecopy, telegram, radiogram, cablegram or other writing, either before or
after the meeting, or in such other manner as may be permitted by the laws of
the State of Michigan. Attendance of a person at any meeting of shareholders in
person or by proxy, or at any meeting of directors or of a committee of
directors, constitutes a waiver of notice of the meeting except as follows:
(a) In the case of a shareholder, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, or unless with respect to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, the shareholder objects to considering the matter when it is
presented.
(b) In the case of a director, unless he or she at the beginning
of the meeting, or upon his or her arrival, objects to the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
6.03 Action Without a Meeting. Except as may be provided otherwise in
the Articles of Incorporation for action to be taken by shareholders, any action
required or permitted at any meeting of shareholders or directors or committee
of directors may be taken without a meeting, without prior notice and without a
vote, if all of the shareholders or directors or committee members entitled to
vote thereon consent thereto in writing, before or after the action is taken.
ARTICLE VII
OFFICERS
7.01 Number. The Board of Directors shall elect or appoint a President,
a Secretary and a Treasurer, and may select a Chairman of the Board, one or more
Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other
officers as may be determined by the Board of Directors from time to time. Any
two or more of the above offices, except those of President and Vice President,
may be held by the same person. No officer shall execute, acknowledge or verify
an instrument in more than one capacity if the instrument is required by law,
the Articles of Incorporation or these Bylaws to be executed, acknowledged, or
verified by one or more officers.
7.02 Term of Office, Resignation and Removal. An officer shall hold
office for the term for which he is elected or appointed and until his successor
is elected or appointed and qualified, or until his resignation or removal. An
officer may resign by written notice to the corporation. the resignation is
effective upon its receipt by the corporation or at a subsequent time specified
in the notice of resignation. An officer may be
8
removed by the Board with or without cause. The removal of an officer shall be
without prejudice to his contract rights, if any. The election or appointment of
an officer does not of itself create contract rights.
7.03 Vacancies. The Board of Directors may fill any vacancies in any
office occurring for whatever reason.
7.04 Authority. All officers, employees and agents of the corporation
shall have such authority and perform such duties in the conduct and management
of the business and affairs of the corporation as may be designated by the Board
of Directors and these Bylaws.
ARTICLE VIII
DUTIES OF OFFICERS
8.01 Chairman of the Board. The Chairman of the Board, if such office
is filled, shall be the chief corporate officer of the corporation. The Chairman
of the Board shall perform such duties as the Board of Directors may from time
to time prescribe, including, without limitation, presiding at meetings of the
shareholders and of the Board of Directors.
8.02 President. The President shall be the chief executive officer of
the corporation. The President shall see that all orders and resolutions of the
Board are carried into effect, shall have such duties as are set forth in these
Bylaws, shall perform such other duties as the Board of Directors may from time
to time determine prescribe, and shall have the general powers of supervision
and management usually vested in the chief executive officer of a corporation,
including, without limitation, the authority to vote all securities of other
corporations and business organizations which are held by the corporation. In
the absence or disability of the Chairman of the Board or if that office is not
filled, the President also shall perform the duties and execute the powers of
the Chairman of the Board as set forth in these Bylaws. In the absence or
disability of the President, the Board of Directors shall designate an officer
to perform the duties and exercise the powers of the President.
8.03 Vice Presidents. The Vice Presidents shall perform such duties as
the Board of Directors and the President may from time to time prescribe.
8.04 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of shareholders and shall record all votes and minutes of all
proceedings in a book to be kept for that purpose, shall give or cause to be
given notice of all meetings of the shareholders and of the Board of Directors,
and shall keep in safe custody the seal of the corporation and, when authorized
by the Board, affix the same to any instrument requiring it, and when so affixed
it shall be attested by the signature of the Secretary, or by the signature of
the Treasurer or an Assistant Secretary. In addition, the Secretary shall
perform such other duties as the Board of Directors or the President may from
time to time prescribe. The Secretary may delegate any of the duties, powers and
authorities of the Secretary to one or more Assistant Secretaries, unless such
delegation is disapproved by the Board.
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8.05 Treasurer. The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books of the corporation; and shall deposit all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
render to the President and directors, whenever they may require it, an account
of his or her transactions as Treasurer and of the financial condition of the
corporation. In addition, the Treasurer shall perform such other duties as the
Board of Directors or the President may from time to time prescribe. The
Treasurer may delegate any of his or her duties, powers and authorities to one
or more Assistant Treasurers unless such delegation is disapproved by the Board
of Directors.
8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries,
in order of their seniority, shall perform the duties and exercise the powers
and authorities of the Secretary in the event that the Secretary is absent,
disabled or otherwise unavailable. The Assistant Treasurers, in the order of
their seniority, shall perform the duties and exercise the powers and
authorities of the Treasurer in the event that the Treasurer is absent, disabled
or otherwise unavailable. The Assistant Secretaries and Assistant Treasurers
shall also perform such duties as may be delegated to them by the Secretary and
Treasurer, respectively, and also such duties as the Board of Directors and/or
the President may prescribe from time to time.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 Orders for Payment of Money. All checks, drafts, notes, bonds,
bills of exchange and orders for payment of money of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
9.02 Contracts and Conveyances. The Board of Directors of the
corporation may in any instance designate the officer and/or agent who shall
have authority to execute any contract, conveyance, mortgage or other instrument
on behalf of the corporation, or may ratify or confirm any execution. When the
execution of any instrument has been authorized without specification of the
executing officers or agents, the Chairman of the Board, the President or any
Vice President, and the Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer, may execute the same in the name and on behalf of this
corporation and may affix the corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 Maintenance of Books and Records. The proper officers and agents
of the corporation shall keep and maintain such books, records and accounts of
the corporation's business and affairs, minutes of the proceedings
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of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders, as the Board of Directors shall deem advisable, and as
shall be required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements. Books, records and minutes
may be kept within or without the State of Michigan in a place which the Board
shall determine.
10.02 Reliance on Books and Records. In discharging his or her duties,
a director or an officer of the corporation, when acting in good faith, may rely
upon information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by any of the
following:
(a) One or more directors, officers, or employees of the
corporation, or of a business organization under joint control or common
control, whom the director or officer reasonably believes to be reliable and
competent in the matters presented.
(b) Legal counsel, public accountants, engineers, or other persons
as to matters the director or officer reasonably believes are within the
person's professional or expert competence.
(c) A committee of the board of which he or she is not a member if
the director or officer reasonably believes the committee merits confidence.
A director or officer is not entitled to rely on the information set
forth above if he or she has knowledge concerning the matter in question that
makes reliance otherwise permitted unwarranted.
ARTICLE XI
INDEMNIFICATION
11.01 Non-Derivative Actions. Subject to all of the other provisions of
this Article XI, the corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses (including actual
and reasonable attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea or nolo
contendere or its equivalent, shall not, of itself, create a
11
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
11.02 Derivative Actions. Subject to all of the provisions of this
Article XI, the corporation shall indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including attorneys' fees) and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. However, indemnification shall
not be made for any claim, issue or matter in which such person has been found
liable to the corporation unless and only to which such person has been found
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought has determined upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for the reasonable
expenses incurred.
11.03 Expenses of Successful Defense. To the extent that a person has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense
of any claim, issue or matter in the action, suit or proceeding, the person
shall be indemnified against actual and reasonable expenses (including
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Section 11.03.
11.04 Definition. For the purposes of Sections 11.01 and 11.02, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, the director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner a person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be considered
to have acted in a manner "not opposed to the best interest of the corporation
or its shareholders" as referred to in Sections 11.01 and 11.02.
11.05 Contact Right; Limitation on Indemnity. The right to
indemnification conferred in this Article XI shall be a contract right, and
shall apply to services of a director or officer as an employee or agent of the
corporation as well as in such person's capacity as a director or
12
officer. Except as provided in Section 11.03 of these Bylaws, the corporation
shall have no obligations under this Article XI to indemnify any person in
connection with any proceeding, or part thereof, initiated by such person
without authorization by the Board of Directors.
11.06 Determination That Indemnification is Proper. Any indemnification
under Section 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
Section 11.01 or 11.02, whichever is applicable, and upon evaluation of the
reasonableness of expenses and amount paid in settlement. Such determination and
evaluation shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board consisting of
directors who are not parties or threatened to be made parties to such action,
suit or proceeding.
(b) If the quorum described in clause (a) above is not obtainable,
then by a majority vote of a committee of directors duly designated by the Board
of Directors and consisting solely of two or more directors who are not at the
time parties or threatened to be made parties to the action, suit or proceeding.
(c) By independent legal counsel in a written opinion, which
counsel shall be selected in one of the following ways: (i) by the board or its
committee in the manner prescribed in subparagraph (a) or (b), or (ii) if a
quorum of the board cannot be obtained under subparagraph (a) and a committee
cannot be designated under subparagraph (b), by the board.
(d) By the shareholders, but shares held by directors or officers
who are parties or threatened to be made parties to the action, suit or
proceeding may not be voted.
11.07 Proportionate Indemnity. If a person is entitled to
indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of
expense, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement, but not for the total amount thereof the corporation shall
indemnify the person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
11.08 Expense Advance. The corporation may pay or reimburse the
reasonable expenses incurred by a person referred to in Section 11.01 or 11.02
of these bylaws who is a party or threatened to be made a party to an action,
suit, or proceeding in advance of final disposition of the proceeding if all of
the following apply: (a) the person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Section 11.01 or 11.02; (b) the
person furnishes the corporation a written undertaking executed personally, or
on his or her behalf, to repay the advance if it is ultimately determined that
13
he or she did not meet the standard of conduct; (c) the authorization of payment
is made in the manner specified in Section 11.06; and (d) a determination is
made that the facts then known to those making the determination would not
preclude indemnification under Section 11.01 or 11.02. The undertaking shall be
an unlimited general obligation of the person on whose behalf advances are made
but need not be secured.
11.09 Non-Exclusivity of Rights. The indemnification or advancement of
expenses provided under this Article XI is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under a contractual arrangement with the corporation. However, the
total amount of expenses advanced or indemnified from all sources combined shall
not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.
11.10 Indemnification of Employees and Agents of the Corporation. the
corporation may, to the extent authorized form time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the corporation to the fullest extent of the provisions
of this Article XI with respect to the indemnification and advancement of
expenses of directors and officers of the corporation.
11.11 Former Directors and Officers. The indemnification provided in
this Article XI continues as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
11.12 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against the person and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have power to indemnify the person against such liability under these Bylaws or
the laws of the State of Michigan.
11.13 Changes in Michigan Law. In the event of any change of the
Michigan statutory provisions applicable to the corporation relating to the
subject matter of Article XI of these Bylaws, then the indemnification to which
any person shall be entitled hereunder shall be determined by such changed
provisions, but only to the extent that any such change permits the corporation
to provide broader indemnification rights than such provisions permitted the
corporation to provide prior to any such change. Subject to Section 11.14, the
Board of Directors is authorized to amend these Bylaws to conform to any such
changed statutory provisions.
11.14 Amendment or Repeal of Article XI. No amendment or repeal of this
Article XI shall apply to or have any effect on any director or officer of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
14
ARTICLE XII
AMENDMENTS
12.01 Amendments. Unless otherwise provided herein, the Bylaws of the
corporation may be amended, altered or repealed, in whole or in part, by the
affirmative vote of holders of fifty-one percent (51%) of the shares of stock of
the corporation issued and outstanding and entitled to vote. This Section 12.01
can be amended, altered or repealed only by the affirmative vote of holders of
fifty-one percent (51%) of the share of stock of the corporation issued and
outstanding and entitled to vote.
15
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) DATE RECEIVED
FILED ---------------
JUL 19 1991
JUL 19 1991 ---------------
ADMINISTRATOR
MICHIGAN DEPARTMENT OF COMMERCE ---------------
CORPORATION & SECURITIES BUREAU
- --------------------------------------------------------------------------------
RESTATED ARTICLES OF INCORPORATION
Of
BELL BROADCASTING COMPANY
(Domestic Profit Corporation)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Restated Articles of
Incorporation:
1. The present name of the corporation is: BELL BROADCASTING
COMPANY.
2. The corporation identification number (CID) assigned by the
Bureau is: 184-654.
3. All former names of the corporation are: Radio Station WCHB of
the Bell Broadcasting Company.
4. The date of filing of the original Articles of Incorporation
was: September 26, 1956; which Articles of Incorporation was: September 26,
1956; which Articles of Incorporation were subsequently amended by the filing of
Amended Articles of Incorporation on November 19, 1956, by the filing of a
Certificate of Amendment to the Articles of Incorporation on July 17, 1958, by
the filing of a Certificate of Amendment of the Articles of Incorporation on
July 16, 1968, by the filing of a Certificate of Amendment to the Articles of
Incorporation on December 17, 1981, and by the filing of a Certificate of
Amendment to the Articles of Incorporation on December 5, 1985.
The following Restated Articles of Incorporation supersede the Articles
of Incorporation, as amended, and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
NAME
The name of the corporation is BELL BROADCASTING COMPANY.
ARTICLE II
PURPOSE
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Michigan Business Corporation Act, as amended (the "MCBA").
ARTICLE III
AUTHORIZED SHARES
The total authorized shares consists of one thousand (1,000) shares of
Class A Common Stock and twenty-four thousand (24,000) shares of Class B Common
Stock.
Except for voting rights, the Class A Common Stock and the Class B
Common Stock shall be equal in all respects.
Except as expressly provided for in the MBCA, holders of the Class B
Common Stock shall have no voting power on any matter and shall not be entitled
to notices of or to participate in meetings of shareholders of the corporation
for any purpose; all voting rights are vested exclusively in the Class A Common
Stock.
ARTICLE IV
REGISTERED OFFICE AND RESIDENT AGENT
The address and mailing address of the registered office is 2994 East
Grand Boulevard, Detroit, Michigan 48202.
The name of the resident agent is Dr. Wendell Cox.
2
ARTICLE V
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that the foregoing shall not eliminate or limit the
liability of a director for any of the following: (i) breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the MBCA; (iv) a transaction from
which the director derived an improper personal benefit; or (v) an act or
omission occurring prior to the date of filing of these Restated Articles of
Incorporation.
If the MBCA hereafter is amended to authorize the further elimination
of limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability contained
herein, shall be limited to the fullest extent permitted by the amended MBCA.
No amendment or repeal of this Article V shall apply to or have any
effect on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
ARTICLE VI
COMPROMISE, ARRANGEMENT, OR PLAN OF REORGANIZATION
Whenever a compromise or arrangement or any plan of reorganization of
this corporation is proposed between this corporation and its creditors or any
class of them and/or between this corporation and its shareholders or any class
of them, any court of equity jurisdiction within the state of Michigan may, on
the application of this corporation or of any creditor or any shareholder
thereof, or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs.
If a majority in number, representing three-fourths (3/4) in value of
the creditors or class of creditors, and/or of the shareholders or class of
shareholders, as the case may be, to be affected by the proposed compromise or
arrangement or reorganization, agrees to any compromise or arrangement or to any
reorganization of this corporation as a consequence of such compromise or
arrangement, said compromise or arrangement and said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the
3
shareholders or class of shareholders, as the case may be, and also on this
corporation.
ARTICLE VII
CORPORATE ACTION WITHOUT MEETING OF SHAREHOLDERS
Any action required or permitted by the MBCA to be taken at any annual
or special meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon were present and
voted. The written consents shall bear the date signature of each shareholder
who signs the consent No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or dissent from a
proposal without a meeting, written consent signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice to the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who have
not consented in writing.
------------------
These Restated Articles of Incorporation were duly adopted on the 18th
day of July, 1991, in accordance with the provisions of Section 642 of the MBCA
and were duly adopted by the shareholders; the necessary number of shares as
required by statute were voted in favor of these Restated Articles.
Signed this 18th day of July, 1991.
By: /s/ MARY L. BELL
-----------------------------------
Mary L. Bell, President
4
RETURN DOCUMENT TO:
J. Michael Bernard
Dykema Gossett
35th Floor, 400 Renaissance Center
Detroit, Michigan 48243
NAME OF ORGANIZATION REMITTING FEES:
Dykema Gossett
PREPARER'S NAME AND BUSINESS TELEPHONE NUMBER
J. Michael Bernard
(313) 568-5374
5
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
DATE RECIEVED (FOR BUREAU USE ONLY)
MAY 15 1991
- ----------------------------------
FILED
- ---------------------------------- MAY 15 1991
NAME: J. MICHAEL BERNARD ADMINISTRATOR
ADDRESS: 400 RENAISSANCE CENTER MICHIGAN DEPARTMENT OF COMMERCE
DYKEMA GOSSETT CORPORATION & SECURITIES BUREAU
DETROIT, MICHIGAN 48243 EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO
NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For Use By Domestic Corporations
BELL BROADCASTING COMPANY
Pursuant to the provisions of Act 284, Public Action of 1972 (profit
corporations), or Act 162, Public Actions of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Bell Broadcasting Company.
2. The corporation identification number (CID) assigned by the Bureau
is: 184-654.
3. The location of its registered office: 2994 East Grand Boulevard,
Detroit, Michigan 48202.
4. Article III of the Articles of Incorporation is hereby deleted in
its entirety and replaced by the following:
ARTICLE III
AUTHORIZED SHARES
The total authorized shares consists of eight hundred (800) shares
of Class A Common Stock and twenty-four thousand (24,000) shares of
Class B Common Stock.
Except for voting rights, the Class A Common Stock and the Class B
Common Stock shall be equal in all respects.
Except as expressly provided for in the Michigan Business
Corporation Act, as amended, holders of the Class B Common Stock shall
have no voting power on any matter and shall not be entitled to notices
of or to participate in meetings of shareholders of the corporation for
any purpose; all voting rights are vested exclusively in the Class A
Common Stock."
5. The foregoing amendment to the Articles of Incorporation was duly
adopted on the 12th day of May, 1992. The amendment was duly adopted by the
written consent of the shareholders having not less than the minimum number of
votes required by statute in accordance with Section 407(1) of the Michigan
Business Corporation Act, as amended. Prompt written notice of the taking of the
corporate action reflected herein shall be given to shareholders who have not
consented in writing.
Signed this 12 day of May, 1992.
By: /s/ MARY L. BELL
-----------------------------------
Mary L. Bell, President
2
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
DATE RECIEVED (FOR BUREAU USE ONLY)
MAY 13 1993
- ----------------------------------
FILED
- ---------------------------------- JUN 30 1993
NAME: J. MICHAEL BERNARD ADMINISTRATOR
ADDRESS: 400 RENAISSANCE CENTER MICHIGAN DEPARTMENT OF COMMERCE
DYKEMA GOSSETT CORPORATION & SECURITIES BUREAU
DETROIT, MICHIGAN 48243 EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO
NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For Use By Domestic Corporations
BELL BROADCASTING COMPANY
Pursuant to the provisions of Act 284, Public Action of 1972 (profit
corporations), or Act 162, Public Actions of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is BELL BROADCASTING COMPANY.
2. The corporation identification number (CID) assigned by the Bureau
is: 184-654.
3. The location of its registered office is: 2994 East Grand Boulevard,
Detroit, Michigan 48202.
4. A new Article VIII is hereby added to the Articles of Incorporation
as follows:
ARTICLE VIII
DIRECTORS -- VACANCIES
Vacancies in the Board of Directors occurring by reason of death,
resignation, removal, increase in the number of directors or otherwise
shall be filled only by the affirmative vote of holders of fifty-one
percent (51%)
of the shares of stock of the corporation issued and outstanding and
entitled to vote on the election of directors. Each person so elected
shall be a director for a term of office continuing only until the next
election of directors by the shareholders. A vacancy that will occur at
a specific date, by reason of a resignation effective a later date or
otherwise, may be filled before the vacancy occurs, but the newly
elected director may not take office until the vacancy occurs."
5. The foregoing amendment to the Articles of Incorporation was duly
adopted on the 11th day of May, 1993. The amendment was duly adopted in
accordance with Section 611(2) of the Act by the vote of the shareholders
entitled to vote thereon and the necessary votes were cast in favor of the
amendment.
Signed this 11th day of May, 1993.
----- ----
By: [SIG]
----------------------------------
Its: CHAIRMAN
--------------------------------
2