Exhibit 3.6
BYLAWS OF ORO SPANISH BROADCASTING, INC.
ARTICLE I. OFFICES
Section 1.01. Address: The corporation shall have its principal executive
office in San Francisco, California, and may have offices at such other places
within or without this State as the Board of Directors may from time to time
designate.
ARTICLE II. DIRECTORS
Section 2.01. Responsibility of Board. Subject to the provisions of the
General Corporation Law and to any limitations in the Articles of Incorporation
of the corporation relating to action required to be approved by the
shareholders, as that term is defined in Section 153 of the California
Corporations Code, or by the outstanding shares, as that term is defined in
Section 152 of the Code, 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. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person, provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board.
Section 2.02. Number of Directors. The number of directors of this
corporation shall be three.
Section 2.03. Election and Term of Office. Directors shall be elected at
each annual meeting of shareholders to hold office until the next annual
meeting.
Section 2.04. Removal of Directors. Any individual director or the entire
Board of Directors may be removed from office in the manner provided by law.
Section 2.05. Filling Vacancies. (a) Except as otherwise provided in the
Articles of Incorporation of the corporation or in these Bylaws, and except for
a vacancy created 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 less than a
quorum, or by a sole remaining director.
(b) Unless the Articles of Incorporation of the corporation should be
amended, or a Bylaw should be adopted by the shareholders to provide that
vacancies occurring in the Board by reason of the removal of directors may be
filled by the Board, such vacancies may be filled only by approval of the
shareholder as that term is defined in Section 153 of the California
Corporations Code. Any vacancy authorized to be but not filled by the directors
may be filled by the shareholders and any such election by written consent
requires the consent of a majority of the outstanding shares entitled to vote.
Section 2.06. Call of Meetings. Meetings of the Board may be called by the
Chairman of the Board, if any there be, or the President, or any Vice President,
or the Secretary, or any two directors of the corporation.
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Section 2.07. Place of Meetings. All meetings of the Board shall be held at
the corporation's principal executive office.
Section 2.08. Time of Regular Meetings. Regular meetings of the Board shall
be held, without call or notice, immediately following each annual meeting of
the shareholders of the corporation.
Section 2.09. Notice of Special Meetings. (a) Notice of any special meeting
of the Board shall be given to each director by first-class mail, postage
prepaid, at least four (4) days in advance of the meeting or delivered in person
or by telephone or telegraph at-least forty-eight (48) hours in advance of the
meeting.
(b) No notice need be given to any director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to such
director.
Section 2.10. Quorum. A majority of the authorized number of directors
consti tutes a quorum of the Board for the transaction of business except as
hereinafter provided.
Section 2.11. Transactions of Board. Except as otherwise provided in the
Articles, in these Bylaws, or by law, every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present is the act of the Board, provided, however, that any meeting at which a
quorum was 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 such meeting.
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Section 2.12. Adjournment. A majority of the directors present at any
meeting, whether or not a quorum is present, may adjourn the meeting to another
time and place. If the meeting is adjourned for more than twenty-four (24)
hours, notice of the adjournment to another time or place must be given prior to
the time of the adjourned meeting to the directors who were not present at the
time of the adjournment.
Section 2.13. Conduct of Meetings. The Chairman of the Board, or if there
is no such officer the President, or, in his absence, any director selected by
the directors present, shall preside at meetings of the Board of Directors. The
Secretary of the corporation or, in the Secretary's absence, any person
appointed by the presiding officer shall act as Secretary of the Board. Board
members may participate in any such meeting through the use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Such participation
constitutes personal presence at the meeting.
Section 2.14. Compensation. Directors shall receive such compensation for
their services and reimbursement for their expenses as shall be determined from
time to time by resolution of the Board.
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notwithstanding the withdrawal of directors if any action taken is approved by
at least a majority of the required quorum for such meeting.
Section 2.12. Adjournment. A majority of the directors present at any
meeting, whether or not a quorum is present, may adjourn the meeting to another
time and place. If the meeting is adjourned for more than twenty-four (24)
hours, notice of the adjournment to another time or place must be given prior to
the time of the adjourned meeting to the directors who were not present at the
time of the adjournment.
Section 2.13. Conduct of Meetings. The Chairman of the Board, or if there
is no such officer the President, or, in his absence, any director selected by
the directors present, shall preside at meetings of the Board of Directors. The
Secretary of the corporation or, in the Secretary's absence, any person
appointed by the presiding officer shall act as Secretary of the Board. Board
members may participate in any such meeting through the use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Such participation
constitutes persona presence at the meeting.
Section 2.14. Compensation. Directors shall receive such compensation for
their services and reimbursement for their expenses as shall be determined from
time to time by resolution of the Board.
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Section 2.15. Indemnification. The corporation has power to indemnify any
person who is or was a director, officer, employee, or other agent of this
corporation or of its predecessor, or is or was serving as such of another
corporation, partnership, joint venture, trust, or other enterprise, at the
request of this corporation against expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative, or investigative, as provided in Section 317 of the California
Corporations Code, as that section now exists or may hereafter from time to time
be amended to provide.
ARTICLE III. SHAREHOLDERS' MEETINGS
Section 3.01. Place of Meetings. Meetings of the shareholders shall be held
at the corporation's principal executive office.
Section 3.02. Time of Meeting. The annual meeting of shareholders shall be
held on the first Tuesday of April of each year at 4:00 P.M. If this day falls
on a legal holiday, the annual meeting shall be held at the same time on the
next following business day thereafter.
Section 3.03. Persons Entitled to Call Special Meetings. Special meetings
of the shareholders may be called at any time by the Board of Directors, the
Chairman of the
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Board, if any there be, the President of the corporation, or the holders of
shares entitled to cast not less than ten (10) percent of the votes at the
meeting.
Section 3.04. Notice of Meeting. Notice of annual and special meetings of
the shareholders shall be given as provided in Section 601 of the Corporations
Code as that section now exists or may hereafter from time to time be amended to
provide.
Section 3.05. Waiver of Notice and Other Defects. The transactions of any
meeting of shareholders, however called and noticed and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy and if, either before or after
the meeting, each of the persons entitled to vote not present in person or by
proxy signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents, and
approvals must be filed with the corporate records or made a part of the minutes
of the meeting. Attendance by a person at the meeting also constitutes a waiver
of notice to that person if he or she fails to object at the beginning of the
meeting to the transaction of business because the meeting was not lawfully
called or convened, but such attendance does not constitute a waiver of the
right to object to the consideration of matters required by law or these Bylaws
to be included in the notice but not so included if the objection is expressly
made at the meeting.
Section 3.06. Quorum. A majority of the shares entitled to vote,
represented inn person or by proxy, constitutes a quorum for the transaction of
business. Business may be
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continued after withdrawal of enough shareholders to leave less than a quorum,
provided any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum. In the absence of a
quorum, any meeting may be adjourned from time to time by a majority vote of the
shares represented in person or by proxy.
Section 3.07. Election by Ballot. Elections for directors need not be by
ballot unless a shareholder demands election by ballot at the meeting and before
the voting begins.
Section 3.08. Voting. Except as otherwise provided in the Articles of
Incorporation or by agreement or by the General Corporation Law, shareholders
on the record date are entitled to notice and to vote, notwithstanding the
transfer of any shares on the books of the corporation after the record date.
ARTICLE IV. OFFICERS
Section 4.01. Offices. This corporation shall have a President, a Vice
President, a Secretary, a Treasurer, and such other officers, including a
Chairman of the Board, as the Board of Directors may from time to time designate
and appoint. Any two or more offices may be held by one person except that one
person may not hold both the offices of President and Vice President or
President and Secretary. The office of Vice President and any office designated
by the Board may be left unfilled for any period in the discretion of
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the Board. All officers shall be chosen by, and, subject to any rights an
officer may have under an employment contract with the corporation, shall hold
office at the pleasure of, the Board which shall fix their compensation.
Section 4.02. Chairman of the Board. The Chairman of the Board, if there be
such an officer, shall, if present, preside at all meetings of the Board and
perform such other powers and duties as may from time to time be assigned by the
Board or prescribed by law or by these Bylaws.
Section 4.03. President. Subject to such supervisory powers as may be given
by the Board of Directors to the Chairman of the Board, if there be such an
officer, the President shall be the chief executive officer of the corporation
and shall perform all the duties commonly incident to that office. The President
shall preside at all meetings of the shareholders and, if there is no Chairman
of the Board, at all meetings of the Board.
Section 4.04. Vice President. The Vice President, or the Vice Presidents in
the order of their seniority, may assume and perform the duties of the President
in the absence or disability of the President or whenever the office of
President is vacant, and shall perform such other duties and have such other
powers as the Board or the President shall from time to time designate.
Section 4.05. Secretary. The Secretary shall see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
shall keep the minutes of all proceedings of shareholders and of the Board; and
shall perform such other
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duties as are incident to the office of Secretary or as are assigned from time
to time by the Board or by the President.
Section 4.06. Treasurer. The Treasurer shall receive and have custody of
all funds and securities of the corporation; keep and maintain adequate and
correct books and records of account and of the corporation's assets and
liabilities; and shall perform such other duties as may be assigned from time to
time by the Board or by the President.
ARTICLE V. EXECUTION OF INSTRUMENTS
Section 5.01. Execution. The Board of Directors may, in its discretion,
determine the method and by resolution designate the signatory officer or
officers, or other person or persons, to execute any corporate instrument or
document, or to sign the corporate name without limitation, except where
otherwise provided by law, and such execution or signature shall be binding on
the corporation.
ARTICLE VI. ISSUANCE AND TRANSFER OF SHARES
Section 6.01. Shareholder's Right to Certificate. Every holder of shares in
the corporation shall be entitled to a certificate certifying the number of
shares and the class or series of shares owned by him or her. This right extends
to fractional shares and partly paid shares if such shares are issued by the
corporation.
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Section 6.02. Share Certificates. The certificates shall be in such form
and device as shall be provided by the Board of Directors and shall fully comply
with the provisions of the Corporations Code of the State of California. The
certificates shall be signed by the Chairman of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or any Assistant Secretary of the corporation, and the seal of the
corporation shall be affixed thereto.
Section 6.03. Exchange of Certificates. If the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares, or it becomes desirable for any reason, in the
discretion of the Board of Directors, to cancel any outstanding certificate for
shares and issue a new certificate therefor conforming to the rights of the
holder, the Board may order any holders of outstanding certificates to surrender
and exchange them for new certificates within a reasonable time to be fixed by
the Board.
Section 6.04. Replacement of Certificates. No new certificates shall be
issued until the former certificate for the shares represented thereby shall
have been surrendered and cancelled, except in the case of a lost, stolen, or
destroyed certificate. In this latter case the corporation must, if so requested
by the shareholder, issue a new certificate, provided it has received no notice
that the certificate has been acquired by a bona fide purchaser, but it may
require the giving of a bond or other adequate security sufficient to
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indemnify it against any claim that may be made against it on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the
new certificate.
Section 6.05. Transfer of Shares. Shares of the corporation may be
transferred by endorsement by the signature of the owner, his authorized agent,
attorney, or legal representative, and the delivery of the certificate; but such
transfer is not valid, except as to the parties thereto, until the same is so
entered on the books of the corporation so as to show the names of the parties
by whom and to whom transferred, the number of the certificate, and the number
or designation of the shares and the date of the transfer, and until the old
certificate is surrendered to the corporation and canceled.
Section 6.06. Duty of Corporation to Register Transfer. The corporation is
under a duty to register the transfer when the certificate, properly indorsed,
is presented to it with a request to register transfer; reasonable assurance is
given that the endorsements are genuine and effective; the corporation has no
duty to inquire into adverse claims or it has discharged any such duty; and any
applicable law relating to the collection of taxes has been complied with.
Section 6.07. Liability for Partly Paid Shares. The transferor and
transferee of partly paid shares, if any are issued, shall be liable to the
corporation for the unpaid balance of such shares as provided by law.
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Section 6.08. Alternative System in Lieu of Certificates. Notwithstanding
the foregoing provisions of this Article VI, the corporation may, if any of its
securities are registered under the United States Securities Exchange Act of
1934, adopt a system of issuance, recordation, and transfer of its shares by
electronic or other means not involving any issuance of certificates, if the
system has been approved by the California Commis sioner of Corporations or the
United States Securities and Exchange Commission or if it is authorized in any
statute of the United States.
ARTICLE VII. CORPORATE RECORDS AND REPORTS
Section 7.01. Keeping Records. The corporation shall keep adequate and
correct books and records of account and shall keep minutes of the proceedings
of its sharehold ers, Board of Directors, and Board committees, and shall keep
at its principal executive office, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each. The minutes must
be kept in written form. The other books and records shall be kept either in
written form or in any other form capable of being converted into written form.
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Section 7.02. Inspection by Shareholders and Directors. Any shareholder
shall have the right on written demand to inspect and copy the record of
shareholders, the accounting books and records, and the minutes as provided by
law. Each director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation.
Section 7.03. Waiver of Annual Report. So long as this corporation has less
than one hundred (100) holders of record of its shares, determined as provided
in Section 605 of the Corporations Code, no annual report shall be sent to
shareholders or be required.
ARTICLE VIII. AMENDMENT OF BYLAWS
Section 8.01. By Shareholders and Directors. These Bylaws may, from time to
time and at any time, be amended or repealed, and new or additional bylaws
adopted, by approval of the outstanding shares, as that term is defined in
Section 152 of the California Corporations Code, or, subject to any restrictions
imposed by the Articles of Incorporation on the power of the Board of Directors
to adopt, amend, or repeal Bylaws, by approval of the Board, provided, however,
that such Bylaws may not contain any provision in conflict with law or with the
Articles of this corporation, and, provided further, that: (l) after shares are
issued a Bylaw changing the number of directors or from a fixed to a variable
Board can be adopted only by approval of the outstanding shares; and (2) any
such Bylaw reducing the number of directors below five (5) cannot be adopted if
the votes cast against
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its adoption at a shareholder's meeting, or the shares not consenting in the
case of action by written consent, are equal to more than sixteen and two-thirds
(16 2/3) percent of the outstanding shares entitled to vote.
CERTIFICATE OF SECRETARY
I certify that:
1. I am the Secretary of Oro Spanish Broadcasting, Inc.
2. The attached Bylaws are the Bylaws of the corporation approved by the
Board of Directors on April 28, 1980, at a meeting duly held.
Dated: April 28, 1980.
/s/ Barry A. Murphy
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Barry A. Murphy, Secretary
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