EXHIBIT 3.122
BY-LAWS OF
GUINN COMMUNICATIONS, INC.
ARTICLE I.
OFFICES
Section 1. The principal offices of this corporation are 6041 Mt. Moriah,
Ext., #9, Memphis, Tennessee. The said principal office may be changed at any
time by appropriate resolution of the Board of Directors. The corporation may
have offices and places of business at such other places within or without the
State of Tennessee as shall be determined by the Board of Directors.
Section 2. The registered office of the corporation for any particular
state may be, but need not be, identical with the principal office of the
corporation in that state, and the address of the registered office may be
changed from time to time by appropriate resolution of the Board of Directors.
ARTICLE II.
SHAREHOLDERS
Section 1. Meetings. All meetings of shareholders shall be held either in
the principal office of the corporation or at any other place in the city of
Memphis, Tennessee.
Section 2. Annual Meeting. A meeting of the shareholders shall be held in
the principal office of the corporation at 10:00 o'clock in the forenoon on the
first Monday in March, 1992 and on the first Monday in March of each year
thereafter for the purpose of electing directors and for the transaction of any
other business authorized to be transacted by the shareholders. If the appointed
day is a legal holiday the meeting shall be held at the same time on the next
succeeding day not a holiday. In the event that the annual meeting is omitted by
oversight or otherwise on the date herein provided for, the directors shall
cause a meeting in lieu thereof to be held as soon thereafter as conveniently
may be, and any business transacted or elections held at such meeting shall be
as valid as if transacted or held at the annual meeting. Such subsequent meeting
shall be called in the same manner as provided for the annual shareholders
meeting.
Section 3. Special Meetings. Except as otherwise provided by law, special
meetings of the shareholders of this corporation shall be held at such places
and times as may be determined by the President or by a majority of the Board of
Directors, or whenever one or more shareholders who
- 2 -
are entitled to vote and who hold at least 10% of the common shares issued and
outstanding shall make written application therefor to the Secretary or an
Assistant Secretary stating the time, place and purpose of the meeting called
for. No business shall be transacted at a special meeting except as stated in
the notice sent to the shareholders, unless by the unanimous consent of the
shareholders, either in person or by proxy, all such stock being represented at
the meeting.
Section 4. Notice of Meetings. Notice of all shareholders' meetings
stating the time, place and the objects for which such meetings are called shall
be given by the President or the Vice-President or the Treasurer or the
Secretary or an Assistant Secretary to each shareholder of record not less than
ten nor more than forty days prior to the date of the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
in a sealed envelope with postage thereon prepaid, addressed to the shareholder
at his address as it appears on the stock record books of the corporation,
unless he shall have filed with the Secretary of the corporation a written
request that notice intended for him be mailed to some other address, in which
case it shall be mailed to the address designated in such request.
- 3 -
Any meeting of which all shareholders entitled to vote have waived or at
any time shall waive notice in writing shall be a legal meeting for the
transaction of business, notwithstanding that notice has not been given as
hereinbefore provided.
Section 5. Notice of Right to Dissent. If shareholders are to vote at a
meeting on a corporate action which would give rise to a dissenter's right to
payment for his shares in accordance with the Tennessee General Corporation Act,
notice of such meeting shall be given to every shareholder who will be entitled
to dissent from such action and to receive payment for his shares whether or not
entitled to vote thereon. Such notice shall be given in accordance with the
provisions of Section 4 of this Article and shall also contain a statement,
displayed with reasonable prominence, that upon compliance with the Tennessee
General Corporation Act, dissenting shareholders are entitled to be paid the
fair value of their shares as provided in said Act.
Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a
- 4 -
determination of shareholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer book shall be
closed for a stated period not to exceed in any case thirty days. If the stock
transfer book shall be closed for the purpose of determining shareholders,
such books shall be closed for at least ten days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than thirty days and, in case
of a meeting of shareholders, not less than ten days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
- 5 -
Section 7. Voting Lists. The officer or agent having charge of the stock
transfer books for common shares of the corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder, which list, for a period of ten days prior to such meeting shall be
kept on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall be certified by the corporate officer responsible for its preparation or
by the transfer agent and shall be produced and kept open at the time and
place of the meeting and be subject to the inspection of any shareholder during
the entire time of the meeting. In the event of any challenge to the right of
any person to vote at the meeting, the presiding officer at such meeting may
rely on said list as proper evidence of the right of parties to vote at such
meeting.
Section 8. Quorum. Except as may be otherwise provided by law, a majority
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders. In
the event that less than a majority of the outstanding shares are represented at
any meeting, a majority of the
- 6 -
shares represented thereat entitled to vote shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law or of the certificate of incorporation or of these by-laws a larger or
different vote is required, in which case such express provision shall govern
and control the decision of each question.
Section 9. Proxies. Shareholders of record who are entitled to vote may
vote at any meeting either in person or by proxy in writing, which shall be
filed with the Secretary of the meeting before being voted. Such proxy shall
entitle the holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof. No proxy shall be valid
after the expiration of eleven months from the date of its execution unless the
shareholder executing it shall have specified therein the length of time it is
to continue in force, which shall be for some limited period.
Section 10. Voting of Shares. Except as otherwise provided in the
certificate of incorporation or these by-laws, each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
- 7 -
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the by-laws of such corporation may prescribe, or in
the absence of such provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares may be pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
- 8 -
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Section 12. Cumulative Voting. At all elections of directors of the
corporation, every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote, or to cumulate his votes by giving one candidate as many votes
as the number of such directors multiplied by the number of his shares shall
equal, or by distributing such votes on the same principle among any number of
candidates.
- 9 -
ARTICLE III.
BOARD OF DIRECTORS
Section 1. Number, Tenure and Qualifications. The incorporators shall
constitute the first Board of Directors of this corporation. Thereafter the
number of directors shall be determined and they shall be chosen by ballot
annually by the shareholders at their annual meeting or at any meeting held in
place thereof as provided by law. In the event that the corporation has less
than three shareholders the number of directors shall not be less than the
number of record holders of the corporation's shares. Each director shall serve
until the next annual meeting of the shareholders or until his successor is duly
elected and qualified. Directors shall be of full age and citizens of the United
States, but directors need not be residents of the State of Tennessee nor
shareholders of the corporation.
Section 2. Powers of Directors. The Board of Directors shall have the
entire management of the business of the corporation. In the management and
control of the property, business and affairs of the corporation, the Board of
Directors is hereby vested with all the powers possessed by the corporation
itself, so far as this delegation of authority is not inconsistent with the laws
of the State of Tennessee,
- 10 -
with the certificate of incorporation of the corporation, or with these by-laws.
The Board of Directors shall have the power to determine what constitutes net
earnings, profits, and surplus, respectively, what amount shall be reserved for
working capital and to establish reserves for any other proper purpose, and what
amount shall be declared as dividends, and such determination by the Board of
Directors shall be final and conclusive. The Board of Directors shall have the
power to declare dividends for and on behalf of this corporation, which
dividends may include or consist of stock dividends.
Section 3. Regular Meetings of the Board. Immediately after such annual
election the newly elected directors may meet at the same place for the purpose
of organization, the election of corporate officers and the transaction of other
business; if a quorum of the directors be then present no prior notice of such
meeting shall be required. Other regular meetings of the Board shall be held at
such times and places as the Board by resolution may determine and specify, and
if so determined no notice thereof need be given, provided that unless all the
directors are present at the meeting at which said resolution is passed, that
the first meeting held pursuant to said resolution shall not be held for at
least five days following the date on which the resolution is passed.
- 11 -
Section 4. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place whenever called by the President, or the
Vice-President or the Treasurer or the Secretary, or by written request of at
least two directors, notice thereof being given to each director by the
Secretary or other officer calling the meeting, or they may be held at any time
without formal notice provided all of the directors are present or those not
present shall at any time waive or have waived notice thereof.
Section 5. Notice. Notice of any special meetings shall be given at least
five days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company.
Section 6. Quorum. A majority of the members of the Board of Directors as
constituted for the time being shall constitute a quorum for the transaction of
business, but a lesser number may adjourn any meeting and the meeting may be
held as adjourned without further notice. When a quorum is
- 12 -
present at any meeting, a majority of the members present thereat shall decide
any question brought before such meeting, except as otherwise provided by law or
by these by-laws. The fact that a director has an interest in a matter to be
voted on by the meeting shall not prevent his being counted for purposes of a
quorum.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including vacancies by virtue of removal for cause, may be filled by the vote of
a majority of the Directors, even though less than a quorum.
Section 8. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as a director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 9. Removal. Any director may be removed without cause by a
majority vote of the shareholders. A director may be removed for cause by a
majority of the entire Board of Directors. Cause shall be defined as the
- 13 -
final conviction of a felony, declaration of unsound mind by court order,
adjudication of bankruptcy, nonacceptance of office or conduct prejudicial to
the interest of the corporation. Provided, however, that no director may be
removed when the votes cast against his removal would be sufficient to elect him
if voted cumulatively at an election at which the same total number of votes
were cast and the entire board of which he is a member were then being elected.
Section 10. Committees. The majority of the Board of Directors may appoint
an executive committee or such other committees as it may deem advisable,
composed of two or more directors, and may delegate authority to such committees
as is not inconsistent with the Tennessee General Corporation Act. The members
of such committee shall serve at the pleasure of the Board of Directors.
Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent
- 14 -
by registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 12. Informal Action by Directors. Any action required to be taken
at a meeting of the Board of Directors, or any other action which may be taken
at a meeting of the Board of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.
ARTICLE IV.
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by these by-laws, or
the certificate of incorporation of this corporation, or any other corporation
laws of the State of Tennessee, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. Where the person or persons
entitled to such notice sign the minutes of any shareholder's or directors
meeting, which minutes contain the statement that said person or persons
- 15 -
have waived notice of the meeting, then such person or persons are deemed to
have waived notice in writing.
ARTICLE V.
OFFICERS
Section 1. Number. The officers of the corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of President and
Secretary.
Section 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held in
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his
- 16 -
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deed, mortgages,
bonds, contracts, or other instruments which the Board of
- 17 -
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice-Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of
the shareholders' and of the Board of Directors'
- 18 -
meetings in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these by-laws or as
required by law; (c) be custodian of the corporate records and of the seal (if
any) of the corporation and see that said seal is affixed to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 8. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in
- 19 -
the name of the corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article VI of these
by-laws; and (b) in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them of the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
Section 10. Registered Agent. The Board of Directors may appoint a
Registered Agent for the corporation in accordance with the Tennessee General
Corporation Act and may pay
- 20 -
the agent such compensation from time to time as it may deem appropriate.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. Provided, however, that the
corporation shall not make any loan other than a sale on credit in the ordinary
course of business or a life insurance policy loan, either directly or
indirectly, to any director or officer of the corporation except with the
consent of the holders of all the outstanding shares, whether or not such shares
are entitled to vote generally, or with the consent of the holders of a majority
of all the outstanding shares owned or controlled by shareholders other
- 21 -
than a shareholder for whose benefit such action is being taken.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII.
SHARES OF STOCK
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice-
President and by the Secretary or an Assistant Secretary.
- 22 -
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Shares of stock may be transferred by
delivery of the certificate accompanied either by an assignment in writing on
the back of the certificate or by a written power of attorney to sell, assign
and transfer the same on the books of the corporation, signed by the person
appearing by the certificate to be the owner of the shares represented thereby,
and shall be transferable on the books of the corporation upon surrender thereof
so assigned or endorsed. The person registered on the books of the corporation
as the owner of any shares of stock shall be entitled to all the rights of
ownership with respect to such
- 23 -
shares. It shall be the duty of every shareholder to notify the corporation of
his post office address.
ARTICLE VIII.
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by the Tennessee General Corporation Act and by its articles
of incorporation.
ARTICLE IX.
FISCAL YEAR
The books of the corporation shall be on a calendar year basis and shall
begin on the 1st day of January and end on the 31st day of December of each
year.
ARTICLE X.
SEAL
This corporation may or may not have a seal and in any event the failure
to affix a corporate seal to any instrument executed by the corporation shall
not affect the validity
- 24 -
thereof. If a seal is adopted, the seal of this corporation shall include the
following letters cut or engraved thereon:
ARTICLE XI.
AMENDMENTS
The by-laws of this corporation may be altered, amended or repealed and
new by-laws may be adopted at any meeting of the Board of Directors of the
corporation by a majority vote of the directors present at the meeting or at any
meeting of the shareholders by a majority vote of the common stock represented
thereat.
ATTEST:
/s/ [ILLEGIBLE]
---------------
Secretary
- 25 -