Exhibit 3.9
BYLAWS
OF
MINORITY RADIO ASSOCIATES, INC.
ARTICLE I. OFFICES
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Section 1. Principal Office. The principal office for the transaction of
the business of the corporation shall be located in Muscogee County, Georgia,
at such place within said County as may be fixed from time to time by the
Board of Directors.
Section 2. Other Offices. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places
where the corporation is qualified to do business, whether within or without
the State of Georgia.
ARTICLE II. SHAREHOLDERS' MEETINGS
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Section 1. Meetings, Where Held. Any meeting of the shareholders of the
corporation, whether an annual meeting or a special meeting, may be held
either at the principal office of the corporation or at any place in the
United States within or without the State of Georgia.
Section 2. Annual Meeting. The annual meeting of the shareholder the
corporation shall be held on the day of , of each
year; provided, that if said day shall fall upon a legal holiday, then such
annual meeting shall be held on the next day thereafter ensuing which is not
a legal holiday.
Section 3. Special Meetings. A special meeting of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board, President, Vice President, a majority of the Board of Directors,
or one or more shareholders holding not less than one-third of the voting
power of the corporation. Such a call for a special meeting must state the
purpose of the meeting.
Section 4. Notice of Meetings. Unless waived, written notice of each
annual meeting and of each special meeting of the shareholders shall be given
to each shareholder of record entitled to vote, either personally or by first
class mail (postage prepaid) addressed to such shareholder at his last known
address, not less than 10 days nor more than 30 days prior to said meeting.
Such written notice shall specify the place, day and hour of the meeting; and
in case of a special meeting, it shall specify also the purpose or purposes
for which the meeting is called.
Section 5. Waiver of Notice. Notice of any annual or special meeting may
be waived by any shareholder, either before or after the meeting; and the
attendance of a shareholder at a meeting, either in person or by proxy, shall
of itself constitute waiver of notice and waiver of any and all objections to
the place or time of the meeting, or to the manner in which it has been
called or convened, except when a shareholder attends solely for the purpose
of stating, at the beginning of the meeting, an objection or objections to
the transaction of business at such meeting.
Section 6. Quorum, Voting and Proxy. Shareholders representing a majority
of the common stock issued and outstanding shall constitute a quorum at a
shareholders' meeting. Each common shareholder shall be entitled to one vote
for each share of common stock owned. Any shareholder may be represented and
vote at any shareholders' meeting by written proxy filed with the Secretary
of the corporation on or before the date of such meeting; provided, however,
that no proxy shall be val id for more than 11 months after the date thereof
unless otherwise specified in such proxy.
Section 7. No Meeting Necessary, When. Any action required by law or
permitted to be taken at any shareholders' meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be
signed by all shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the force and effect as a unanimous
vote of the shareholders and shall be filed with the Secretary and recorded
in the minute book of the corporation.
ARTICLE III. DIRECTORS
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Section 1. Number. The Board of Directors of the corporation shall consist
of not less than two nor more than twelve directors. The number may vary
between said minimum and maximum, and within said limits, the shareholder may
from time to time by resolution fix the number of directors to comprise said
Board.
Section 2. Election and Tenure. Each director named as such in the
Articles of Incorporation shall hold office until the first annual meeting of
shareholders and until his successor is elected and qualified, or until his
earlier resignation, removal from office, or death. At the first annual
meeting of the shareholders and at each annual meeting thereafter, directors
shall be elected for the ensuing year, and each shall hold office until the
next succeeding annual meeting and until his successor is elected and
qualified, or until his earlier resignation, removal from office, or death.
In such elections, the persons having a plurality of votes shall be elected.
Section 3. Powers. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges and franchises of the
corporation as they may deem expedient for the interest of the corporation,
subject to the terms of the Articles of Incorporation, bylaws, any valid
Shareholders' Agreement, and such policies and directions as may be
prescribed from time to time by the shareholders.
Section 4. Meetings. The annual meeting of the Board of Directors' shall
be held without notice immediately following the annual meeting of the
shareholders, on the same date and at the same place as said annual meeting
of the shareholders. The Board by resolution may provide for regular
meetings, which may be held without notice as and when scheduled in such
resolution. Special meetings of the Board may be called at any time by the
Chairman of the Board the President, or by any two or more directors.
Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the
Board of Directors shall be given to each director personally or by mail,
telegram or cablegram addressed to him at his last known address, at least
one day prior to the meeting. Such notice may be
waived, either before or after the meeting; and the attendance of a director
at any special meeting shall of itself constitute a waiver of notice of such
meeting and of any and all objections to the place or time of such meeting,
or to the manner in which it has been called or convened, except where a
director states, at the beginning of the meeting, any such objection or
objections to the transaction of business. A majority of the Board of
Directors shall constitute a quorum at any Directors' meeting.
Section 6. No Meeting Necessary, When. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken,
shall be signed by all the Directors. Such consent shall have the same force
and effect as a unanimous vote of the Board of Directors and shall be filed
with the Secretary and recorded in the minute book of the corporation.
Section 7. Voting. At all meetings of the Board of Directors each director
shall have one vote and, except as otherwise provided herein or provided by
law, all questions shall be determined by a majority vote of the directors
present.
Section 8. Removal. Any one or more directors or the entire Board of
Directors may be removed from office, with or without cause, by the
affirmative vote of the holders of a majority of the shares entitled to vote
at any shareholders' meeting with respect to which notice of such purpose has
been given.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum, or by the sole remaining director,
as the case may be, or by the shareholders if the vacancy is not so filled or
if no director remains, and when so filled such appointee shall serve for the
unexpired term of the director to whose place he succeeds.
Section 10. Dividends. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings
of the current fiscal year, computed to the date of declaration of the
dividend, or the preceding fiscal year, or out of the unreserved and
unrestricted earned surplus of the corporation, as they may deem expedient.
Section 11. Committees. In the discretion of the Board of Directors, said
Board from time to time may elect or appoint, from its own members, an
Executive Committee or such other committee or committees as said Board may
see fit to establish. Each such committee shall consist of two or more
directors, and each shall have and may exercise such authority and perform
such functions as the Board by resolution may prescribe within the
limitations imposed by law.
Section 12. Officers, Salaries and Bonds. The Board of Directors shall
elect all officers of the corporation and fix their compensation. The fact
that any officer is a director shall not preclude him from receiving a salary
or from voting upon the resolution providing the same. The Board of
Directors may or may not, in their discretion . require bonds from either or
all of the officers and employees of the corporation for the faithful
performance of their duties and good conduct while in office.
ARTICLE IV. OFFICERS
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Section 1. Selection. The Board of Directors at each annual meeting shall
elect or appoint a President (who shall be a director), a Secretary and
Treasurer, each to serve for the ensuing year and until a successor is
elected and qualified, or until his earlier resignation, removal from office,
or death. The Board of Directors, at such meeting, may or may not, in the
discretion of the Board, elect a Chairman of the Board and/or one or more
Vice Presidents and, also may elect or appoint one or more Assistant Vice
Presidents and/or one or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they
may, in the discretion of the Board, be designated Executive Vice President,
First Vice President, Second Vice President, etc., according to seniority or
rank, and any person may hold two or more offices except that the President
shall not also serve as the Secretary.
Section 2. Removal, Vacancies. Any officers of the corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the corporation may be filled
by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board of Directors,
when and if elected, shall whenever present, preside at all meetings of the
Board of Directors and at all meetings of the shareholders. The Chairman of
the Board of Directors shall have all the powers of the President in the
event of his absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President on matters of general policy affecting the business of the
corporation and shall have, in his discretion, power and authority to
generally supervise all the affairs of the corporation and the acts and
conduct of all the officers of the corporation, and shall have such other
duties as may be conferred upon the Chairman of the Board by the Board of
Directors.
Section 4. President. If there be no Chairman of the Board elected, or in
his absence, the President shall preside at all meetings of the Board of
Directors and at all meetings of the shareholders. The immediate supervision
of the affairs of the corporation shall be vested in the President. It shall
be his duty to attend constantly to the business of the corporation and
maintain strict supervision over all of its affairs and interests. He shall
keep the Board of Directors fully advised of the affairs and condition of the
corporation and shall manage and operate the business of the corporation
pursuant to such policies as may be prescribed from time to time by the Board
of Directors. The President shall, without approval of the Board, hire and
fix the compensation of all employees and agents of the corporation including
officers, and any person thus hired shall be removable at his pleasure.
Section 5. Vice President. Any Vice President of the corporation may be
designated by the Board of Directors to act for and in the place of the
President, subject to the President's approval, in the event of sickness,
disability or absence of said President or the failure of said President to
act for any reason, and when so designated, such Vice President shall
exercise all powers of the President in accordance with such designation.
The Vice Presidents shall have such duties as may be required of, or assigned
to, them by the Board of Directors, Chairman of the Board or the President.
Section 6. Secretary. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the shareholders and Board of
Directors; to keep the stock records of the corporation; to notify the
shareholders and directors of meetings as provided by these bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board,
President or Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, President, Secretary or Board of Directors.
Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the
financial books and records of the corporation, and shall faithfully account
for its funds. He shall make such reports as may be necessary to keep the
Chairman of the Board, the President and Board of Directors fully informed at
all times as to the financial condition of the corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board,
President or Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, President, Treasurer or Board of Directors.
ARTICLE V. CONTRACTS, ETC.
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Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages,
pledges, promissory notes, transfers and other written instruments binding
upon the corporation shall be executed on behalf of the corporation by the
President. Any such instrument required to be given under the seal of the
corporation may be attested by the Secretary or Assistant Secretary of the
corporation.
Section 2. Proxies. The Chairman of the Board, if elected, or the
President shall have full power and authority, on behalf of the corporation,
to attend and to act and to vote at any meetings of the shareholders, bond
holders or other security holders of any corporation, trust or association in
which this corporation may hold securities, and at any such meeting shall
possess and may exercise any and all of the rights and powers incident to the
ownership of such securities and which as owner thereof the corporation might
have possessed and exercised if present, including the power and authority to
delegate such power and authority to a proxy selected by him. The Board of
Directors may, by resolution, from time to time, confer like powers upon any
other person or persons.
ARTICLE VI. CHECKS AND DRAFTS
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Checks and drafts of the corporation shall be signed by such officer or
officers or such other employees or persons as the Board of Directors may
from time to time designate.
ARTICLE VII. STOCK
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Section 1.Certification of Stock. Certificates of stock in the corporation
shall be issued with the seal of the corporation affixed, and shall be signed
by the chairman of the Board, the President or a Vice President, and by the
Secretary or Assistant Secretary.
Section 2. Stock Records. A stock register shall be kept by the Secretary
which shall accurately record the issuance of each certificate of stock, the
date of such issuance, the name and post office address of the person, firm,
or corporation to whom issued, and the transfer of any shares represented
thereby.
Section 3. Transfer of Stock. The stock of the corporation shall be
transferred only by surrender of the certificate and transfer on the books of
the corporation.
Section 4. Dividend Record Date. Shareholders eligible to receive dividends
declared by the Board of Directors shall be those of record on the books of
the corporation at the close of the 15th day prior to the date fixed for the
payment of such dividend, unless the Board by resolution shall fix some other
date for determining such eligibility.
Section 5. Lost Certificates. Where a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed or wrongfully taken,
and if the corporation is not on notice that such certificate has been
acquired by a bona fide purchaser, a new certificate may be issued upon such
owner's compliance with the following conditions, to wit: (a) He shall file
with the Secretary of the corporation his request for the issuance of a new
certificate, with an affidavit setting forth the time, place and
circumstances of the loss; (b) He shall also file with the Secretary a bond
with good and sufficient security acceptable to the corporation, conditioned
to indemnify and save harmless the corporation from any and all damage,
liability and expense of every nature whatsoever resulting from the
corporation's issuing a new certificate in place of the one alleged to have
been lost; and (c) He shall comply with such other reasonable requirements as
the Chairman of the Board, the President or the Board of Directors shall deem
appropriate under the circumstances.
Section 6. Replacement of Mutilated Certificates. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary to duly identify the defaced or
mutilated certificate and to protect the corporation against loss or
liability. Where sufficient identification is lacking, a new certificate may
be issued upon compliance with the conditions set forth in Section 5 of this
Article.
ARTICLE VIII. INDEMNIFICATION OF OFFICERS,
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DIRECTORS, EMPLOYEES AND AGENTS
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Under the circumstances described in and to the extent permitted by Section
13-2-156 of the Official Code of Georgia Annotated, as heretofore and
hereafter amended, the corporation shall fully indemnify and otherwise
protect its officers, directors, employees and agents.
ARTICLE IX. REIMBURSEMENT BY CORPORATE
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EMPLOYEES
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Any payments made to an employee of the corporation in the form of a salary
or bonus payable which shall be disallowed, in whole or in part, as a
deductible expense to the corporation for Federal or State income tax
purposes by the Internal Revenue Service, or by the State Revenue
Department, shall be reimbursed by such employee to the corporation to the
full extent of such disallowance within six (6) months after the date on
which the corporation pays the deficiency with respect to such disallowance.
It shall be the duty of the Board of Directors of the corporation to enforce
payment to the corporation by any such employee for the amount disallowed.
The corporation shall not be required to legally defend any proposed
disallowance by the Internal Revenue Service or by the State Revenue
Department, and the amount required to be reimbursed by such employee shall
be the amount, as finally determined by agreement or otherwise, which is
actually disallowed as a deduction. In lieu of payments to the corporation by
any such employee, the Board of Directors may, in the discretion of the
Board, withhold amounts from such employee's future compensation payments
until the amount owed to the corporation has been fully recovered.
ARTICLE X. AMENDMENT
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All bylaws of this corporation may be altered, amended or added to by a
majority of the stock present and voting therefor at a shareholders' meeting
or, subject to such limitations as the shareholders may from time to time
prescribe, by a majority vote of all of the Directors then holding office at
any meeting of the Board of Directors.
CERTIFICATION OF BYLAWS
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I, MARGARET R. ANGELL, Secretary of MINORITY RADIO ASSOCIATES, INC., a
Georgia corporation, do hereby certify that the foregoing bylaws are a true
and complete copy of the bylaws of this corporation as submitted to, read to,
and adopted as the bylaws of this Corporation at the first organizational
meeting of the Board of Directors of this corporation held on the 29th day of
June, 1987.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of this corporation, this 29th day of June, 1987.
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Secretary
MINORITY RADIO ASSOCIATES, INC.