Exhibit 3.7
BYLAWS
OF
FORJAY BROADCASTING CORPORATION
ARTICLE I. OFFICES
The principal office of the corporation shall be located in the City of
Columbia, State of South Carolina. The corporation may have such other
offices, either within or without the State of South Carolina, as the Board
of Directors may designate or as the business of the corporation may require
from time to time.
The registered office of the corporation required by the South Carolina
Business Corporation Act of 1962, as amended, to be maintained in the State
of South Carolina, and the address of the registered office may be changed
from time to time by the Board of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the second Monday in April of each year at the hour of ten o'clock
in the forenoon for the purpose of electing Directors and for the transaction
of such other business as may come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday, such meeting shall be held on
the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the
president or by a majority of the Board of Directors, and shall be called by
the Secretary at the request of the holders of not less than one-tenth of the
outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of South Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the
corporation in the State of South Carolina.
Section 4. Notice of Meeting. Written or Printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, Secretary, or
other officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5. Quorum. 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. If less than a majority of
the shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time. At such adjourned
meeting at which a quorum shall be present or represented, any business may
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be transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 6. Proxies. Subject to the provisions of the South Carolina
Business Corporation Act of 1962, as amended, at all meetings of
shareholders, a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney- in-fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting.
Section 7. Voting of Shares. Subject to the provisions of the South
Carolina Business Corporation Act of 1962, as amended, at each election of
directors, 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. On all matters other than election of Directors
each share shall be entitled to one vote.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
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Section 2. Number, Tenure and Qualifications. Initially, the number of
Directors of the corporation shall be three. Each Director shall hold office
until the next annual meeting of shareholders and until his successor shall
have been elected and qualified, or until his earlier resignation, removal
from office, death or incapacity. Directors need not be residents of the
State of South Carolina or shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either
within or without the State of South Carolina, for the holding of additional
regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the President or any two Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of South Carolina, as the place for
holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least ten 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 office.
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Section 6. Quorum. A majority of the number of Directors then in office
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Vacancies. Any vacancy occurring on the Board of Directors,
except by reason of an increase in the number of Directors, may be filled by
the affirmative vote of a majority of the remaining Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors shall be filled by election at an annual meeting
or at a special meeting of shareholders called for that purpose.
Section 9. 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 Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 10. Informal Action by Directors. Action taken without a meeting
shall be deemed action of the Board of Directors if all Directors execute
either before or after the action is taken a written consent thereto and the
consent is filed with the Secretary as a part of the corporate records.
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ARTICLE IV. OFFICERS
Section 1. Number and Qualifications. 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 agents, 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 President shall not also be a Vice President or the
Secretary.
Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at the annual meeting of
the Board of Directors held after each annual meeting of shareholders. Each
officer shall hold office until his successor shall have been elected and
shall have qualified or until his death or until he resigns or shall have
been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation
would be served thereby.
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
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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 and any deeds, mortgages, bonds, contracts or other
instruments which the Board of 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 bylaws 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 President. 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, if there be one,
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. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' 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 bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the
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corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep the 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. 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 shall determine. He shall:
(a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for moneys due
and payable to the corporation from any source whatsoever; (c) deposit all
such moneys in the name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
ARTICLE V of these bylaws; and (d) 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, if there be any, 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, if there be any, shall
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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 by the
Secretary or the Treasurer, respectively, or by the President or the Board of
Directors.
Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument in
the name of or on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans. No loan shall be contracted on behalf of the
corporation and no evidence 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.
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.
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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 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall state upon the face thereof the name of the person to whom
issued, the number of shares, the par value per share and the fact that the
corporation is organized under the laws of the State of South Carolina. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issuance,
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 canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon compliance with law and upon such indemnity to the corporation as the Board
of Directors may prescribe.
Section 2. Transfer of Shares. Subject to the provisions of the South
Carolina Business Corporation Act of 1962, as amended, transfer of shares of
the corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of authority to
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transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender
for cancellation, of the certificate for such shares. The person in whose
name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December.
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 law.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon -
FORJAY BROADCASTING CORPORATION
CORPORATE SEAL
SOUTH CAROLINA 1972
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ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of these bylaws, or under
the provisions of the Articles of Incorporation or under the provisions of
the South Carolina Business Corporation Act of 1962, as amended, 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
to the giving of such notice. Attendance at a meeting shall constitute a
waiver of notice of such meeting except where a person attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE XI. AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the shareholders representing a majority of the outstanding shares
entitled to vote to elect Directors at a meeting of the shareholders called
for that purpose.
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Exhibit A
PROPOSED AMENDMENT TO
BYLAWS OF
FORJAY BROADCASTING CORPORATION
At present, Article III, Section 8 of the Bylaws of Forjay
Broadcasting Corporation provides as follows:
Section 8. Vacancies. Any vacancy occurring on the Board of
Directors, except by reason of an increase in the number of Directors,
may be filled by the affirmative vote of a majority of the remaining
Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors shall be
filled by election of an annual meeting or at a special meeting of
shareholders called for that purpose.
It has been proposed that such Article III, Section 8 be deleted
and replaced with a new Section 8 providing as follows:
Section 8. Vacancies. Any vacancy occurring on the Board of
Directors may be filled by affirmative vote of the holders of a majority
of the outstanding shares of capital stock of the corporation. In the
absence of shareholder action to fill the vacancy, any vacancy occurring
on the Board of Directors, except by reason of an increase in the number
of Directors, may be filled by the affirmative vote of a majority of the
remaining Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office; provided,
however, that a director elected by the Board of Directors shall serve
only until such time as shareholder action as provided for hereinabove
is taken to fill such vacancy.
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