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EXHIBIT 3.44
BYLAWS
OF
KAGAN MEDIA APPRAISALS, INC.
ARTICLE I
OFFICES
1.1 PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall
fix the location of the principal executive office of the corporation at any
place within or outside the State of California. If the principal executive
office is located outside California and the corporation has one or more
business offices in California, the board shall fix and designate a principal
business office in California.
1.2 OTHER OFFICES. Branch or subordinate offices may be established at any
time and at any place by the board of directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 PLACE OF MEETINGS. Meetings of shareholders shall be held at any place
within or outside the State of California designated by the board of directors.
In the absence of a designation by the board, shareholders' meetings shall be
held at the corporation's principal executive office.
2.2 ANNUAL MEETING. The annual meeting of shareholders shall be held each
year on a date and at a time designated by the board of directors. At each
annual meeting, directors shall be elected and any other proper business within
the power of the shareholders may be transacted.
2.3 SPECIAL MEETING. A special meeting of the shareholders may be called
at any time by the board of directors, by the chairman of the board, by the
president or vice president, or by one or more shareholders holding shares that
in the aggregate are entitled to cast ten percent or more of the votes at that
meeting.
2.3.1 If a special meeting is called by anyone other than the board
of directors, the person or persons calling the meeting shall make a request in
writing, delivered personally or sent by registered mail or by telegraphic or
other facsimile
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transmission, to the chairman of the board or the president, vice president, or
secretary, specifying the time and date of the meeting (which is not less than
35 nor more than 60 days after receipt of the request) and the general nature of
the business proposed to be transacted. Within 20 days after receipt, the
officer receiving the request shall cause notice to be given to the shareholders
entitled to vote, in accordance with paragraphs 2.4 and 2.5 of this Article II,
stating that a meeting will be held at the time requested by the person(s)
calling the meeting, and stating the general nature of the business proposed to
be transacted. If notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph shall be construed as limiting, fixing, or
affecting the time when a meeting of shareholders called by action of the board
may be held.
2.4 NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with paragraph 2.5
of this Article II not fewer than 10 nor more than 60 days before the date of
the meeting. Shareholders entitled to notice shall be determined in accordance
with paragraph 2.11 of this Article II. The notice shall specify the place,
date, and hour of the meeting, and (i) in the case of a special meeting, the
general nature of the business to be transacted, or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time of
giving notice, intends to present for action by the shareholders. If directors
are to be elected, the notice shall include the names of all nominees whom the
board intends, at the time of the notice, to present for election.
2.4.1. The notice shall also state the general nature of any proposed
action to be taken at the meeting to approve any of the following matters:
2.4.1.1 A transaction in which a director has a financial
interest, within the meaning of section 310 of the California Corporation Code;
2.4.1.2 An amendment of the articles of incorporation under
section 902 of that Code:
2.4.1.3 A reorganization under section 1201 of that Code;
2.4.1.4 A voluntary dissolution under section 1900 of that
Code; or
2.4.1.5 A distribution in dissolution that requires approval
of the outstanding shares under section 2007 of that Code.
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2.5 MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (i) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (ii) published at least once in a
newspaper of general circulation in the county where the corporation's principal
executive office is located. Notice is deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication.
2.5.1 If any notice or report mailed to a shareholder at the address
appearing on the corporation's books is returned marked to indicate that the
United States Postal Service is unable to deliver the document to the
shareholder at that address, all future notices or reports shall be deemed to
have been duly given without further mailing if the corporation holds the
document available for the shareholder on written demand at the corporation's
principal executive office for a period of one year from the date the notice or
report was given to all other shareholders.
2.5.2 An affidavit of the mailing, or other authorized means of
giving notice or delivering a document, of any notice of shareholders' meeting,
report, or other document sent to shareholders, may be executed by the
corporation's secretary, assistant secretary, or transfer agent, and shall be
filed and maintained in the minute book of the corporation.
2.6 QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
2.7 ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, ether in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in paragraph 2.6 of this
Article II.
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2.7.1 When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice of the adjourned meeting need not be
given if the time and place are announced at the meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the board of directors shall set a new
record date. Notice of any such adjourned meeting, if required, shall be given
to each shareholder of record entitled to vote at the adjourned meeting, in
accordance with paragraphs 2.4 and 2.5 of this Article II. At any adjourned
meeting, the corporation may transact any business that might have been
transacted at the original meeting.
2.8 VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with paragraph 2.11 of this
Article II, subject to the provisions of sections 702 and 704 of the
Corporations Code of California (relating to voting shares held by a fiduciary,
in the name of a corporation, or in joint ownership). The shareholders' vote may
be by voice vote or by ballot, provided, however, that any election for
directors must be by ballot if demanded by any shareholder before the voting has
begun. On any matter other than the election of directors, any shareholder may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares that the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. If
a quorum is present (or if a quorum has been present earlier at the meeting but
some shareholders have withdrawn), the affirmative vote of a majority of the
shares represented and voting, provided such shares voting affirmatively also
constitute a majority of the number of shares required for a quorum, shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or by the articles of incorporation.
2.8.1 At a shareholder's meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes greater than the number of votes which that
shareholder normally would be entitled to cast), unless the candidates' names
have been placed in nomination before commencement of the voting and a
shareholder has given notice at the meeting, before the voting has begun, of the
shareholder's intention to cumulate votes. If any shareholder has given such a
notice, then all shareholders entitled to vote may cumulate their votes for
candidates in nomination, and may give one candidate a number of votes equal to
thee number of directors to be elected multiplied by the number of votes to
which that shareholder's shares are normally entitled, or distribute the
shareholder's votes on the same
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principle among any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of votes, up to the number of directors
to be elected, shall be elected.
2.9 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions
of any meeting of shareholders, either annual or special, however called and
noticed and wherever held, shall be as valid as though they were had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if each person entitled to vote who was not present
in person or by proxy, either before or after the meeting, signs a written
waiver of notice or a consent to holding the meeting or an approval of the
minutes of the meeting. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
the shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in section 601(f) of the California
Corporations Code, the waiver of notice or consent is required to state the
general nature of the action or proposed action. All waivers, consents, and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
2.9.1 A shareholder's attendance at a meeting also constitutes a
waiver of notice of that meeting, unless the shareholder at the beginning of the
meeting objects to the transaction of any business on the ground that the
meeting was not lawfully called or convened. In addition, attendance at a
meeting does not constitute a waiver of any right to object to consideration of
matters required by law to be included in the notice of the meeting which were
not so included, if that objection is expressly made at the meeting.
2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
that could be taken at an annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting at which all shares entitled to vote on that
action were present and voted.
2.10.1 Directors may be elected by written consent of the
shareholders without a meeting only if the written consents of all outstanding
shares entitled to vote are obtained, except that vacancies on the board (other
than vacancies created by removal) not filled by the board may be filled by the
written consent of the holders of a majority of the outstanding shares entitled
to vote.
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2.10.2 All consents shall be filed with the secretary of the
corporation and shall be maintained in the corporate records. Any shareholder or
other authorized person who has given a written consent may revoke it by a
writing received by the secretary of the corporation before written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary.
2.10.3 Unless the consents of all shareholders entitled to vote have
been solicited in writing, prompt notice shall be given of any corporate action
approved by shareholders without a meeting by less than unanimous consent, to
those shareholders entitled to vote who have not consented in writing. As to
approvals required by California Corporations Code section 310 (transactions in
which a director has a financial interest), section 317 (indemnification of
corporate agents), section 1201 (corporate reorganization), or section 2007
(certain distributions on dissolution), notice of the approval shall be given at
least ten days before the consummation of any action authorized by the approval.
Notice shall be given in the manner specified in paragraph 2.5 of this Article
II.
2.11 RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING, AND GIVING
CONSENT. For purposes of determining the shareholders entitled to receive notice
of and vote at a shareholders' meeting or give written consent to corporate
action without a meeting, the board may fix in advance a record date that is not
more than 60 nor less than 10 days before the date of a shareholders' meeting,
or not more than 60 days before any other action.
2.11.1 If no record date is so fixed, then the following rules shall
apply:
2.11.1.1 The record date for determining shareholders
entitled to receive notice of and vote at a shareholders' meeting shall be the
business day next preceding the day on which notice is given, or if notice is
waived as provided in paragraph 2.9 of this Article II, the business day next
preceding the day on which the meeting is held.
2.11.1.2 The record date for determining shareholders
entitled to give consent to corporate action in writing without a meeting, if no
prior action has been taken by the board, shall be the day on which the first
written consent is given.
2.11.1.3 The record date for determining shareholders for any
other purpose shall be as set forth in paragraph 8.1 of Article VIII of these
bylaws.
2.11.2 A determination of shareholders of record entitled to receive
notice of and vote at a shareholders' meeting
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shall apply to any adjournment of the meeting unless the board fixes a new
record date for the adjourned meeting. However, the board shall fix a new record
date if the adjournment is to a date more than 45 days after the date set for
the original meeting.
2.11.3 Only shareholders of record on the corporation's books at the
close of business on the record date shall be entitled to any of the notice and
voting rights listed in paragraph 2.11, above, notwithstanding any transfer of
shares on the corporation's books after the record date, except as otherwise
required by law.
2.12 PROXIES. Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by attendance at the meeting
and voting in person by the person executing the proxy or by a subsequent proxy
executed by the same person and presented at the meeting; or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of 11 months from the
date of the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of sections 705(e) and 705(f) of the Corporations Code of California.
2.13 INSPECTORS OF ELECTION. Before any meeting of shareholders, the board
of directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one or three.
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one or three inspectors are to be
appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.
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2.13.1 These inspectors shall: (i) determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of
proxies; (ii) receive votes, ballots, or consents; (iii) hear and determine all
challenges and questions in any way arising in connection with the right to
vote; (iv) count and tabulate all votes or consents; (v) determine when the
polls shall close; (vi) determine the result; and (vii) do any other acts that
may be proper to conduct the election or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
3.1 POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.
3.1.1 Without prejudice to these general powers, and subject to the
same limitations, the board of directors shall have the power to:
3.1.1.1 Select and remove all officers, agents, and
employees of the corporation; prescribe any powers and duties for them that are
consistent with law, with the articles of incorporation, and with these bylaws;
fix their compensation; and require from them security for faithful service.
3.1.1.2 Change the principal executive office or the
principal business office in the State of California from one location to
another; cause the corporation to be qualified to do business in any other
state, territory, dependency, or country and conduct business within or outside
the State of California; and designate any place within or outside the State of
California for the holding of any shareholders' meeting or meetings, including
annual meetings.
3.1.1.3 Adopt, make, and use a corporate seal; prescribe the
forms of certificates of stock; and alter the form of the seal and certificates.
3.1.1.4 Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor done,
services actually rendered, debts or securities cancelled, or tangible or
intangible property actually received.
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3.1.1.5 Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt and
securities.
3.2 NUMBER OF DIRECTORS. The authorized number of directors shall be three
(3), until changed by a duly adopted amendment to the articles of incorporation
or by amendment to this bylaw adopted by the vote or written consent of a
majority of the outstanding shares entitled to vote.
3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected
at each annual meeting of the shareholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.
3.3.1 No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of office
expires.
3.4 VACANCIES. A vacancy in the board of directors shall be deemed to
exist (i) if a director dies, resigns or is removed by the shareholders or an
appropriate court, as provided in sections 303 or 304 of the California
Corporations Code; (ii) if the board of directors declares vacant the office of
a director who has been convicted of a felony or declared of unsound mind by an
order of court; (iii) if the authorized number of directors is increased; or
(iv) if at any shareholders' meeting at which one or more directors are elected
the shareholders fail to elect the full authorized number of directors to be
voted for at that meeting.
3.4.1 Any director may resign effective on giving written notice to
the chairman of the board, the president, the secretary, or the board of
directors, unless the notice specifies a later effective date. If the
resignation is effective at a future time, the board may elect a successor to
take office when the resignation becomes effective.
3.4.2 Except for a vacancy caused by the removal of a director,
vacancies on the board may be filled by a majority of the directors then in
office, whether or not they constitute a quorum, or by a sole remaining
director. A vacancy on the board caused by the removal of a director may be
filled only by the shareholders, except that a vacancy created when the board
declares the office of a director vacant as provided in clause (ii) of paragraph
3.4, above, may be filled by the board of directors.
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3.4.3 The shareholders may elect a director at any time to fill a
vacancy not filled by the board of directors.
3.4.4 The term of office of a director elected to fill a vacancy
shall run until the next annual meeting of the shareholders, and such a director
shall hold office until a successor is elected and qualified.
3.5 PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board
of directors may be held at any place within or outside the State of California
as designated from time to time by the board. In the absence of a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board shall be held at any place within or
outside the State of California designated in the notice of the meeting, or if
the notice does not state a place, or if there is no notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, provided that
all directors participating can hear one another.
3.6 REGULAR DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the board of directors shall hold a regular meeting at
the same place, or at any other place that has been designated by the board of
directors, to consider matters of organization, election of officers, and other
business as desired. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.
3.7 OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call at times to be fixed by the board of
directors from time to time. Such regular meetings may be held without notice.
3.8 SPECIAL MEETINGS. Special meetings of the board of directors may be
called for any purpose or purposes at any time by the chairman of the board, the
president, any vice president, the secretary, or any two directors.
3.8.1 Special meetings shall be held on four days' notice by mail or
forty-eight hours' notice delivered personally or by telephone or telegraph.
Oral notice given personally or by telephone may be transmitted either to the
director or to a person at the director's office who can reasonably be expected
to communicate it promptly to the director. Written notice, if used, shall be
addressed to each director at the address shown on the corporation's records.
The notice need not specify the purpose of the meeting, nor need it specify the
place if the meeting is to be held at the principal executive office of the
corporation.
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3.9 QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in paragraph 3.11 of this Article III. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of Corporations Code of California section 310 (as to
approval of contracts or transactions in which a director has a direct or
indirect material financial interest), section 311 (as to appointment of
committees), and section 317(e) (as to indemnification of directors). A meeting
at which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
3.9.1 Even though a quorum is initially present, if the number of
directors present at a meeting is reduced to less than a quorum by withdrawal of
directors, no further business except adjournment from time to time may be
transacted at the meeting until a quorum is present.
3.10 WAIVER OF NOTICE. Notice of a meeting, although otherwise required,
need not be given to any director who (i) either before or after the meeting
signs a waiver of notice or a consent to holding the meeting without being given
notice, (ii) signs an approval of the minutes of the meeting, of (iii) attends
the meeting without protesting the lack of notice before or at the beginning of
the meeting. Waivers of notice or consents need not specify the purpose of the
meeting. All waivers, consents, and approvals of the minutes shall be filed with
the corporate records or made a part of the minutes of the meeting.
3.11 ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is
present, a majority of the directors present may adjourn any meeting to another
time or place.
3.12 NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming
a meeting that has been adjourned need not be given unless the adjournment is
for more than 24 hours, in which case notice shall be given, before the time set
for resuming the adjourned meeting, to the directors who were not present at the
time of the adjournment. Notice need not be given in any case to directors who
were present at the time of the adjournment.
3.13 ACTION WITHOUT A MEETING. Any action required or permitted to be taken
by the board of directors may be taken without a meeting, if all members of the
board of directors shall individually or collectively consent in writing to that
action. Any action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. All written consents shall be filed
with the minutes of the
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proceedings of the board of directors.
3.14 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees of the board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the board of
directors. This section shall not be construed to preclude any director from
serving the corporation in any other capacity, as an officer, agent, employee,
or otherwise, and receiving compensation for those services.
ARTICLE IV
COMMITTEES
4.1 EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of directors
may, by resolution adopted by a majority of the authorized number of directors,
designate an executive committee or one or more other committees, each
consisting of two or more directors. The board may designate one or more
directors as alternate members of any committee, to replace any absent member at
a committee meeting. The appointment of committee members of alternate members
requires the vote of a majority of the authorized number of directors. A
committee may be granted any or all of the powers and authority of the board, to
the extent provided in the resolution of the board of directors establishing the
committee, except with respect to:
4.1.1 Approving any action for which the California Corporations
Code also requires the approval of the shareholders or of the outstanding
shares;
4.1.2 Filling vacancies on the board of directors or any committee
of the board;
4.1.3 Fixing directors' compensation for serving on the board or a
committee of the board;
4.1.4 Adopting, amending, or repealing bylaws;
4.1.5 Amending or repealing any resolution of the board of directors
which by its express terms is not so amendable or repealable;
4.1.6 Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or
4.1.7 Appointing other committees of the board or their members.
4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and action
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of committees shall be governed by, and held and taken in accordance with, bylaw
provisions applicable to meetings and actions of the board of directors, as
provided in paragraph 3.5 and paragraphs 3.7 through 3.13 of Article III of
these bylaws, as to the following matters: place of meetings (paragraph 3.5);
regular meetings (paragraph 3.7); special meetings and notice (paragraph 3.8);
quorum (paragraph 3.9); waiver of notice (paragraph 3.10); adjournment
(paragraph 3.11); notice of adjournment (paragraph 3.12); and action without
meeting (paragraph 3.13), with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for the board of
directors and its members, except that (i) the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee; (ii) special meetings of committees may also be
called by resolution of the board of directors; and (iii) notice of special
meetings of committees shall also be given to all alternative members who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the governance of any committee not inconsistent with the
provisions of these bylaws.
ARTICLE V
OFFICERS
5.1 OFFICERS. The officers of the corporation shall be a president, a
secretary, and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
paragraph 5.3 of this Article V. Any number of offices may be held by the same
person.
5.2 ELECTION OF OFFICERS. The officers of the corporation, except for
subordinate officers appointed in accordance with the provisions of paragraph
5.3 of this Article V, shall be chosen annually by the board of directors, and
shall serve at the pleasure of the board of directors.
5.3 SUBORDINATE OFFICERS. The board of directors may appoint, and may
empower the president to appoint other officers as required by the business of
the corporation, whose duties shall be as provided in the bylaws, or as
determined from time to time by the board of directors or the president.
5.4 REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board
of directors may be removed at any time, with or without cause or notice, by the
board of directors. Subordinate officers appointed by persons other than the
board under paragraph 5.3 of this Article V may be removed at any time,
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with or without cause or notice, by the board of directors or by the officer by
whom appointed. Officers may be employed for a specified term under a contract
of employment if authorized by the board of directors; such officers may be
removed from office at any time under this section, and shall have no claim -
against the corporation or individual officers or board members because of the
removal except any right to monetary compensation to which the officer may be
entitled under the contract of employment.
5.4.1 Any officer may resign at any time by giving written notice to
the corporation. Resignations shall take effect on the date of receipt of the
notice, unless a later time is specified in the notice. Unless otherwise
specified in the notice, acceptance of the resignation is without prejudice to
the rights, if any, of the corporation to monetary damages under any contract of
employment to which the officer is a party.
5.5. VACANCIES IN OFFICES. A vacancy in any office resulting from an
officer's death, resignation, removal, disqualification, or from any other cause
shall be filled in the manner prescribed in these bylaws for regular election or
appointment to that office.
5.6 CHAIRMAN OF THE BOARD. The board of directors may elect a chairman,
who shall preside, if present, at board meetings and shall exercise and perform
such other powers and duties as may be assigned from time to time by the board
of directors. If there is no president, the chairman of the board shall in
addition be the chief executive officer of the corporation, and shall have the
powers and duties as set forth in paragraph 5.7 of this Article V.
5.7 PRESIDENT. Except to the extent that the bylaws or the board of
directors assign specific powers and duties to the chairman of the board (if
any), the president shall be the corporation's general manager and chief
executive officer and, subject to the control of the board of directors, shall
have general supervision, direction, and control over the corporation's business
and its officers. The managerial powers and duties of the president shall
include, but are not limited to, all the general power and duties of management
usually vested in the office of president of a corporation, and the president
shall have other powers and duties as prescribed by the board of directors or
the bylaws. The president shall preside at all meetings of the shareholders and,
in the absence of the chairman of the board of if there is no chairman of the
board, shall also preside at meetings of the board of directors.
5.8 VICE PRESIDENTS. If desired, one or more vice presidents may be chosen
by the board of directors in accordance with the provisions for electing
officers set forth in paragraph 5.2 of this Article V. In the absence or
disability of the
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president, the president's duties and responsibilities shall be carried out by
the highest ranking available vice president if vice presidents are ranked, or
if not, by a vice president designated by the board of directors. When so
acting, a vice president shall have all the powers of and be subject to all the
restrictions on the president. Vice presidents of the corporation shall have
such other powers and perform such other duties as prescribed from time to time
by the board of directors, the bylaws, or the president (or chairman of the
board if there is no president).
5.9 SECRETARY.
5.9.1 MINUTES. The secretary shall be present at all shareholders'
meetings and all board meetings and shall take the minutes of the meeting. If
the secretary is unable to be present, the secretary or the presiding officer of
the meeting shall designate another person to take the minutes of the meeting.
The secretary shall keep, or cause to be kept, at the principal executive office
or such other place as designated by the board of directors, a book of minutes
of all meetings and actions of the shareholders, of the board of directors, and
of committees of the board. The minutes of each meeting shall state the time and
place the meeting was held; whether it was regular or special; if special, how
it was called or authorized; the names of directors present at board or
committee meetings; the number of shares present or represented at shareholders'
meetings; and an accurate account of the proceedings;
5.9.2 RECORD OF SHAREHOLDERS. The secretary shall keep, or cause to
be kept, at the principal executive office or at the office of the transfer
agent or registrar, a record or duplicate record of shareholders. This record
shall show the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of share certificates issued
to each shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.
5.9.3 NOTICE OF MEETINGS. The secretary shall give notice, or cause
notice to be given, of all shareholders' meetings, board meetings, and meetings
of committees of the board for which notice is required by statute or by the
bylaws. If the secretary or other person authorized by the secretary to give
notice fails to act, notice of any meeting may be given by an other officer of
the corporation.
5.9.4 OTHER DUTIES. The secretary shall keep the seal of the
corporation, if any, in safe custody. The secretary shall have such other powers
and perform other duties as prescribed by the board of directors or by the
bylaws.
5.10 CHIEF FINANCIAL OFFICER. The chief financial officer
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shall keep or cause to be kept adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares. The books of account shall at
all reasonable times be open to inspection by any director.
5.10.1 The chief financial officer shall (i) deposit corporate funds
and other valuables in the corporation's name and to its credit with
depositaries designated by the board of directors; (ii) make disbursements of
corporate funds as authorized by the board; (iii) render a statement of the
corporation's financial condition and an account of all transactions conducted
as chief financial officer whenever requested by the president or the board of
directors; (iv) have other powers and perform other duties as prescribed by the
board of directors or the bylaws.
5.10.2 Unless the board of directors has elected a separate
treasurer, the chief financial officer shall be deemed to be the treasurer for
purposes of giving any reports or executing any certificate or other documents.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
6.1 AGENTS, PROCEEDINGS, AND EXPENSES. For the purposes of this Article,
"agent" means any person who is or was a director, officer, employee, or other
agent of this corporation, or is or was serving at the request of this
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
under paragraph 6.4 or subparagraph 6.5.3 of this Article VI.
6.2 ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall have the
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any proceeding (other than an action by or in the right of this
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of this corporation, against expenses, judgments,
fines, settlements, and other
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amounts actually and reasonably incurred in connection with such proceeding if
that person acted in good faith and in a manner that that person reasonably
believed to be in the best interests of this corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of that
person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner that the person reasonably believed to be in the best
interests of this corporation or that the person had reasonable cause to believe
that the person's conduct was unlawful.
6.3 ACTIONS BY THE CORPORATION. This corporation shall have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending, or completed action by or in the right of this
corporation to procure a judgment in its favor by reason of the fact that such
person is or was an agent of this corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of that action, if such person acted in good faith, in a manner such person
believed to be in the best interests of this corporation and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances. No indemnification shall be made under
this paragraph 6.3 with respect to the following:
6.3.1 Any claim, issue, or matter as to which such person has been
adjudged to be liable to this corporation in the performance of such person's
duty to this corporation, unless and only to the extent that the court in which
that proceeding is or was pending shall determine upon application that, in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for the expenses which the court shall determine;
6.3.2 Amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
6.3.3 Expenses incurred in defending a threatened or pending action
that is settled or otherwise disposed of without court approval.
6.4 SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
corporation has been successful on the merits in defense of any proceeding
referred to in paragraphs 6.2 and 6.3 of this Article VI, or in defense of any
claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.
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6.5 REQUIRED APPROVAL. Except as provided in paragraph 6.4 of this Article
VI, any indemnification under this Article shall be made by this corporation
only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in paragraphs 6.2 and 6.3
of this Article VI by one of the following:
6.5.1 A majority vote of a quorum consisting of directors who are
not parties to the proceeding;
6.5.2 (i) The affirmative vote of a majority of the shares of this
corporation entitled to vote represented at a duly held meeting at which a
quorum is present; or (ii) the written consent of holders of a majority of the
outstanding shares entitled to vote (for purposes of this subparagraph 6.5.2,
the shares owned by the person to be indemnified shall not be considered
outstanding or entitled to vote thereon); or
6.5.3 The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.
6.6 ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may
be advanced by this corporation before the final disposition of the proceeding
on receipt of an undertaking by or on behalf of the agent to repay the amount of
the advance unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article.
6.7 OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons other than directors and
officers of this corporation or any subsidiary hereof may be entitled by
contract or otherwise.
6.8 LIMITATIONS. No indemnification or advance shall be made under this
Article, except as provided in paragraph 6.4 or subparagraph 6.5.3, in any
circumstance where it appears:
6.8.1 That it would be inconsistent with a provision of the
articles, a resolution of the shareholders, or an agreement in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
6.8.2 That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
6.9 INSURANCE. If so decided by the board of directors,
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this corporation may purchase and maintain insurance on behalf of any agent of
the corporation insuring against any liability asserted against or incurred by
the agent in that capacity or arising out of the agent's status as such, whether
or not this corporation would have the power to indemnify the agent against that
liability under the provisions of this Article.
6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any trustee, investment manager, or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the corporation. The corporation
shall have the power to indemnify, and to purchase and maintain insurance on
behalf of, any such trustee, investment manager, or other fiduciary of any
benefit plan for any or all of the directors, officers and employees of the
corporation or any of its subsidiary or affiliated corporations.
ARTICLE VII
RECORDS AND REPORTS
7.1 MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The
corporation shall keep at its principal executive office or at the office of its
transfer agent or registrar, as determined by resolution of the board of
directors, a record of the names and addresses of all shareholders and the
number and class of shares held by each shareholder.
7.1.1 A shareholder or shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation shall have the
right to do either or both of the following:
7.1.1.1 Inspect and copy the record of shareholders' names
and addresses and shareholdings during usual business hours, on five days' prior
written demand on the corporation; or
7.1.1.2 Obtain from the corporation's transfer agent, or
written demand and tender of the transfer agent's usual charges for this
service, a list of the names and addresses of shareholders who are entitled to
vote for the election of directors, and their shareholdings, as of the most
recent record date for which a list has been compiled or as of a specified date
later than the date of demand. This list shall be made available within five
days after (i) the date of demand, or (ii) the specified later date as of which
the list is to be compiled. The record of shareholders shall also be open to
inspection on the written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to the holder's interests as a
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shareholder or holder of a voting trust certificate. Any inspection and copying
under this section may be made in person or by an agent or attorney of the
shareholder or holder of a voting trust certificate making the demand.
7.2 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at
its principal executive office, or if its principal executive office is not in
the State of California, at its principal business office in this state, the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this state,
the secretary shall, upon the written request of any shareholder, furnish to
that shareholder a copy of the bylaws as amended to date.
7.3 MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The
minutes of proceedings of the shareholders, board of directors, and committees
of the board, and the accounting books and records shall be kept at the
principal executive office of the corporation, or at such other place or places
as designated by the board of directors. The minutes shall be kept in written
form, and the accounting books and records shall be kept either in written form
or in a form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection on the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary of the corporation.
7.4 INSPECTION BY DIRECTORS. Every director shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind and the physical properties of the corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent
or attorney and the right of inspection includes the right to copy and make
extracts of documents.
7.5 ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there
are fewer than 100 shareholders, the requirement of an annual report to
shareholders referred to in section 1501 of the California Corporations Code is
expressly waived. However, nothing in this provision shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders, as the board considers appropriate.
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7.6 FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual
financial statement, quarterly or other periodic income statement, and
accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholders on
demand.
7.6.1 If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more than 120 days
after the close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and statement of changes in
financial position for that fiscal year.
7.6.2 A shareholder or shareholders holding five percent or more of
the outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month, or
nine-month period (ending more than 30 days before the date of the request) of
the current fiscal year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the chief financial
officer shall cause them to be prepared and shall deliver the documents
personally or mail them to the requesting shareholders within 30 days after
receipt of the request. A balance sheet, income statement, and statement of
changes in financial position for the last fiscal year shall also be included,
unless the corporation has sent the shareholders an annual report for the last
fiscal year.
7.6.3 Quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of independent
accountants engaged by the corporation or the certificate of an authorized
corporate officer stating that the financial statements were prepared without
audit from the corporation's books and records.
7.7 ANNUAL STATEMENT OF GENERAL INFORMATION. Every year, during the
calendar month in which the original articles of incorporation were filed with
the California Secretary of State, or during the preceding five calendar months,
the corporation shall file a statement with the Secretary of State on the
prescribed form, setting forth the authorized number of directors; the names and
complete business or residence addresses of all incumbent directors; the names
and complete business or residence addresses of the chief executive officer, the
secretary, and the chief financial officer; the street address of the
corporation's principal executive office or principal business office in this
state; a statement of the general type of business constituting the principal
business activity of the
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corporation; and a designation of the agent of the corporation for the purpose
of service of process, all in compliance with section 1502 of the Corporations
Code of California.
7.7.1 Notwithstanding the provisions of paragraph 7.7 above, if
there has been no change in the information contained in the corporation's last
annual statement on file in the Secretary of State's office, the corporation
may, in lieu of filing the annual statement described in paragraph 7.7 above,
advise the Secretary of State, on the appropriate form, that no changes in the
required information have occurred during the applicable period.
ARTICLE VIII
GENERAL CORPORATE MATTERS
8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of
determining the shareholders entitled to receive payment of dividends or other
distributions or allotment of rights, or entitled to exercise any rights in
respect of any other lawful action (other than voting at and receiving notice of
shareholders' meetings and giving written consent of the shareholders without a
meeting), the board of directors may fix in advance a record date which shall be
not more than 60 nor less than 10 days before the date of the dividend payment,
distribution, allotment, or other action. If a record date is so fixed, only
shareholders of record at the close of business on that date shall be entitled
to receive the dividend, distribution, or allotment of rights, or to exercise
the other rights, as the case may be, notwithstanding any transfer of shares on
the corporation's books after the record date, except as otherwise provided by
statute.
8.1.1 If the board of directors does not so fix a record date in
advance, the record date shall be at the close of business on the later of (i)
the day on which the board of directors adopts the applicable resolution or (ii)
the 60th day before the date of the dividend payment, distribution, allotment of
rights, or other action.
8.2 AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders
for payment of money, notes, or other evidences of indebtedness issued in the
name of or payable to the corporation shall be signed or endorsed by such person
or persons and in such manner authorized from time to time by resolution of the
board of directors.
8.3 EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise
provided in the articles or in these bylaws, the board of directors by
resolution may authorize any officer, officers, agent, or agents to enter into
any contract or to
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execute any instrument in the name of and on behalf of the corporation. This
authority may be general or it may be confined to one or more specific matters.
No officer, agent, employee, or other person purporting to act on behalf of the
corporation shall have any power or authority to bind the corporation in any
way, to pledge the corporation's credit, or to render the corporation liable for
any purpose or in any amount, unless that person was acting with authority duly
granted by the board of directors as provided in these bylaws, or unless an
unauthorized act was later ratified by the corporation.
8.4 CERTIFICATES FOR SHARES. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any of the shares are fully paid. All certificates shall certify the number of
shares and the class or series of shares represented by the certificate. All
certificates shall be signed in the name of the corporation by (i) either the
chairman of the board of directors, the vice chairman of the board of directors,
the president, or any vice president, and (ii) either the chief financial
officer, any assistant treasurer, the secretary, or any assistant secretary.
None of the signatures on the certificate may be facsimile. If any officer,
transfer agent, or registrar who has signed a certificate shall have ceased to
be that officer, transfer agent, or registrar before that certificate is issued,
the certificate may be issued by the corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of issue.
8.5 LOST CERTIFICATES. Except as provided in this paragraph 8.5, no new
certificates for shares shall be issued to replace old certificates unless the
old certificate is surrendered to the corporation for cancellation at the same
time. If share certificates or certificates for any other security have been
lost, stolen, or destroyed, the board of directors may authorize the issuance of
replacement certificates on terms and conditions as required by the board, which
may include a requirement that the owner give the corporation a bond (or other
adequate security) sufficient to indemnify the corporation against any claim
that may be made against it (including any expense or liability) on account of
the alleged loss, theft, or destruction of the old certificate or the issuance
of the replacement certificate.
8.6 SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations
standing in the name of this corporation shall be voted by one of the following
persons, listed in order of preference: (i) chairman of the board, or person
designated by the chairman of the board; (ii) president, or person designated by
the president; (iii) first vice president, or person designated by the first
vice president; (iv) other person designated by the board of directors. The
authority to vote
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shares granted by this paragraph 8.6 includes the authority to execute a proxy
in the name of the corporation for purposes of voting the shares.
8.7 REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If all or
part of the compensation, including expenses, paid by the corporation to a
director, officer, employee, or agent is finally determined not to be allowable
to the corporation as a federal or state income tax deduction, the director,
officer, employee, or agent to whom the payment was made shall repay to the
corporation the amount disallowed. The board of directors shall enforce
repayment of each such amount disallowed by the taxing authorities.
8.8 CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in sections 100
through 195 of the California Corporations Code shall govern the construction of
these bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
9.1 AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise
required by law or by the articles of incorporation, these bylaws may be amended
or repealed, and new bylaws may be adopted, by the board of directors or by the
holders of a majority of the outstanding shares entitled to vote.
bylaws(2)
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CERTIFICATE OF ADOPTION OF BYLAWS OF
KAGAN MEDIA APPRAISALS, INC.
A California Corporation
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the
above-named corporation and that the above and foregoing Bylaws, consisting of
twenty-four (24) pages, were adopted by the Board of Directors of the
corporation at First Meeting of Board of Directors held November 17, 1987.
/s/ Florence Kagan
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Florence Kagan, Secretary