Exhibit 3.27
MUZAK HOUSTON, INC.
BY-LAWS
OF
TAFT BROADCASTING SYSTEMS, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders shall be held
on the second Tuesday in January of each year at 2:00 P.M., if not a legal
holiday, and, if a legal holiday, then on the next succeeding business day, for
the purpose of electing directors. Any business may be transacted at an annual
meeting, except as otherwise provided by law or by these by-laws.
Section 2. Special Meeting. A special meeting of shareholders may be called
at any time by the holders of at least ten percent (10%) of the outstanding
stock entitled to be voted at such meeting or by the Board of Directors or by
the President. Only such business shall be transacted at a special meeting as
may be stated or indicated in the notice of such meeting.
Section 3. Place. The annual meeting of shareholders may be held at any
place within or without the State of
Texas designated by the Board of Directors. Special meetings of shareholders may
be held at any place within or without the State of Texas designated by the
President, if he shall call the meeting, or the Board of Directors, if they
shall call the meeting. Any meeting may be held at any place within or without
the State of Texas designated in a waiver of notice of such meeting signed by
all shareholders. Meetings of shareholders shall be held at the principal office
of the corporation unless another place is designated for meetings in the manner
provided herein.
Section 4. Notice. Written or printed notice stating the place, day and
hour of each meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
such meeting.
Section 5. Quorum. The holders of at least a majority of the outstanding
stock entitled to vote thereat and present in person or by proxy, shall
constitute a quorum. Except
as otherwise required by law, the articles of incorporation or these bylaws, the
act of a majority of the stock at any meeting at which a quorum is present shall
be the act of the shareholders' meeting. The shareholders present at any
meeting, though less than a quorum, may adjourn the meeting and any business may
be transacted at the adjournment that could be transacted at the original
meeting. No notice of adjournment, other than the announcement at the meeting,
need be given.
Section 6. Proxies. At all meetings of shareholders, a shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney in fact. Such proxies shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable or unless otherwise made irrevocable by law.
Section 7. Voting of Shares. Each outstanding share of a class entitled to
vote upon a matter submitted to
a vote at a meeting of shareholders shall be entitled to one vote on such
matter.
Section 8. Officers. The President shall preside at and the Secretary shall
keep the records of each meeting of shareholders, and in the absence of either
such officer, his duties shall be performed by some person appointed by the
meeting.
Section 9. List of Shareholders. A complete list of shareholders entitled
to vote at each shareholders' meeting, arranged in alphabetical order, with the
address of and number of shares held by each, shall be prepared by the Secretary
and filed at the registered office of the corporation and subject to inspection
by any shareholder during usual business hours for a period of ten (10) days
prior to such meeting and shall be produced at such meeting and at all times
during such meeting be subject to inspection by any shareholder.
Section 10. Action Without Meeting. Any action required by law to be taken
at a meeting of shareholders of the corporation, or any action which may be
taken at a meeting of the shareholders thereof, may be taken without
a meeting if a consent in writing, setting forth the action so taken, is signed
by all of the shareholders entitled to vote with respect to the subject matter
thereof. Such consent shall have the same force and effect as a unanimous vote
of shareholders, and may be stated as such in any articles or documents filed
with the Secretary of State.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business and property of the
corporation shall be managed and controlled by the Board of Directors, and
subject to the restrictions imposed by law, by the articles of incorporation, or
by these by-laws, they may exercise all the powers of the corporation.
The Board of Directors shall consist of five(5) directors, but the number
of directors may be increased or decreased (provided such decrease does not
shorten the term of any incumbent director) from time to time by amendment to
the by-laws, provided that the number of directors shall never be less than
three (3).
Each director shall hold office for the term for which he is elected and
until his successor shall have been elected and qualified. Directors need not be
shareholders nor residents of Texas. Any director may be removed from office,
with or without cause, by a majority vote of the shareholders at any meeting at
which a quorum of shareholders is present, provided that, if cumulative voting
is permitted then, unless all the directors, or all the directors of a
particular class
are removed, no individual director shall be removed in case the votes of as
sufficient number of shares are cast against his removal which, if cumulatively
voted at an election of all the directors, or all the directors of a particular
class, as the case may be, would be sufficient to elect at least one director.
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. In case of any
increase in the number of directors the additional directors shall be elected at
an annual meeting or at a special meeting of shareholders called for that
purpose.
Section 2. Meeting of Directors. The directors may hold their meetings and
may have an office and keep the books of the corporation, except as otherwise
provided by statute, in such place or places in the State of Texas, or outside
the State of Texas, as the Board of Directors may from time to time determine.
Section 3. First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the shareholders, and no notice of such meeting shall be
necessary.
Section 4. Election of Officers. At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of shareholders, the Board of Directors shall proceed to the
election of the officers of the corporation.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated, from time to time
by resolution of the Board of Directors. Notice of such regular meetings shall
not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the President or by a majority of the directors
for the time being in office.
Section 7. Notice. The Secretary shall give notice
of each special meeting in person, or by mail or telegraph at least two (2) days
before the meeting to each director. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
Section 8. Quorum. A majority of the directors fixed by these bylaws shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board of Directors there be less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. The act of a majority of the directors present at a
meeting
at which a quorum is in attendance shall be the act of the Board of Directors,
unless the act of a greater number is required by the articles of incorporation
or by these bylaws.
Section 9. Order of Business. At meetings of the Board of Directors,
business shall be transacted in such order as from time to time the Board may
determine.
At all meetings of the Board of Directors, the President shall preside, and
in the absence of the President, a chairman shall be chosen by the Board from
among the directors present.
The Secretary of the corporation shall act as secretary of the meetings of
the Board of Directors, but in the absence of the Secretary, the presiding
officer may appoint any person to act as secretary of the meeting.
Section 10. Compensation. Directors as such shall not receive any stated
salary for their service, but by resolution of the Board a fixed sum and expense
of attendance, if any, may be allowed for attendance at such regular or special
meetings of the Board; provided, that nothing contained herein shall be
construed to preclude any director from serving the corporation in any other
capacity or receiving
compensation therefor.
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 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 secretary of the
meeting before the adjournment thereof or shall forward such dissent 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. Executive Committee. The Board of Directors may, by resolution
adopted by a majority of the number of directors fixed by these bylaws,
designate two or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the business and
affairs of the corporation, except where action of the Board of Directors
is specified by law, but the designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed upon it or him by law.
Section 13. Action Without Meeting. Any action permitted, or required by
law, these bylaws or by the articles of incorporation of the corporation, to be
taken at a meeting of the Board of Directors or any executive committee may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the Board of Directors or executive
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting, and may be stated as such in any document or
instrument filed with the Secretary of State.
ARTICLE III
OFFICERS
Section 1. Number, Titles and Term of Office. The officers of the
corporation shall be a President, one or more Vice Presidents, a Secretary, a
Treasurer and such other officers as the Board of Directors may from time to
time elect or appoint. Each officer shall hold office until his successor shall
have been duly elected and qualified or until his death or until he shall resign
or shall have been removed in the manner hereinafter provided. One person may
hold more than one office, except that the President shall not hold the office
of Secretary. None of the officers need be a director.
Section 2. 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 will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 3. Vacancies. A vacancy in the office of any officer may be filled
by vote of a majority of the directors for the unexpired portion of the term.
Section 4. Powers and Duties of the President. The President shall be the
chief executive officer of the corporation and, subject to the Board of
Directors, he shall have general executive charge, management and control of the
properties and operations of the corporation in the ordinary course of its
business with all such powers with respect to such properties and operations as
may be reasonably incident to such responsibilities, he shall preside at all
meetings of the shareholders and of the Board of Directors, he may agree upon
and execute all division and transfer orders, bonds, contracts and other
obligations in the name of the corporation, he may sign all certificates for
shares of capital stock of the corporation.
Section 5. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President 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.
The Vice Presidents shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
Section 6. Treasurer. The Treasurer shall have custody of all the funds and
securities of the corporation which come into his hands. When necessary or
proper, he may endorse, on behalf of the corporation, for collection checks,
notes and other obligations and shall deposit the same to the credit of the
corporation in such bank or banks or depositaries as shall be designated in the
manner prescribed by the Board of Directors, he may sign all receipts and
vouchers for payments made to the corporation, either alone or jointly with such
other officer as is designated by the Board of Directors. Whenever required by
the Board of Directors, he shall render a statement of his cash account, he
shall enter or cause to be entered regularly in the books of the corporation to
be kept by him for that purpose full and accurate accounts of all moneys
received and paid out on account of the corporation; he shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors; he shall, if required
by the Board of Directors, give such bond for the faithful discharge of his
duties in such form as the Board of Directors may require.
Section 7. Assistant Treasurer. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence or inability to act.
Section 8. Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors and the minutes of all meetings of the shareholders,
in books provided for that purpose, he shall attend to the giving and serving of
all notices; he may sign with the President in the name of the corporation, all
contracts of the corporation and affix the seal of the corporation thereto; he
may sign with the President all certificates for shares of the capital stock of
the corporation; he shall have charge of the certificate books, transfer books
and stock ledgers, and such other books and papers as the Board of Directors may
direct, all of which shall at all reasonable
times be open to inspection of any director upon application at the office of
the corporation during business hours, and he shall in general perform all
duties incident to the office of Secretary, subject to the control of the Board
of Directors.
Section 9. Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors or the
Secretary. The Assistant Secretaries shall exercise the powers of the Secretary
during that officer's absence or inability to act.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each director and each officer or former director or officer of this
corporation or each person who may have served at its request as a director or
officer of another corporation in which it owned shares of capital stock or of
which it is a creditor, shall be indemnified by the corporation against
liabilities imposed upon him and expenses reasonably incurred by him in
connection with any claim made against him, or any action, suit or proceeding to
which he may be a party by reason of his being, or having been such director or
officer, and against such sums as independent counsel selected by the Board of
Directors shall deem reasonable payment made in settlement of any such claim,
action, suit or proceeding primarily with a view of avoiding expenses of
litigation; provided, however, that no director or officer shall be indemnified
with respect to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in performance of duty, or
with respect to any matters which shall be settled by the payment of sums which
counsel
selected by the Board of Directors shall not deem reasonable payment made
primarily with a view to avoiding expenses of litigation, or with respect to
matters for which such indemnification would be against public policy. Such
right of indemnification shall be in addition to any other rights to which
directors or officers may be entitled.
ARTICLE V
CAPITAL STOCK
Section 1. Certificates of Shares. The certificates for shares of the
capital stock of the corporation shall be in such form as shall be approved by
the Board of Directors. The certificates shall be signed by the President or a
Vice President, and also by the Secretary or an Assistant Secretary or by the
Treasurer or an Assistant Treasurer and may be sealed with the seal of this
corporation or a facsimile thereof. Where any such certificate is countersigned
by a transfer agent, or registered by a registrar, either of which is other than
the corporation itself or an employee of the corporation, the signatures of any
such President or Vice President and Secretary or Assistant Secretary may be
facsimiles. They shall be consecutively numbered and shall be entered in the
books of the corporation as they are issued and shall exhibit the holder's name
and the number of shares.
Section 2. Transfer of Shares. The shares of stock of the corporation shall
be transferable only on the books of the corporation by the holders thereof in
person or
by their duly authorized attorneys or legal representatives, upon surrender and
cancellation of certificates for a like number of shares.
Section 3. Closing of Transfer Books. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) 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 fifty (50) days and, in
case of a meeting of shareholders, not less than ten (10) 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 the
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.
Section 4. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of the capital stock of the corporation.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. Offices. Until the Board of Directors otherwise determines, the
registered office of the corporation required by the Texas Business Corporation
Act to be maintained in the State of Texas shall be the principal place of
business of the corporation, but such registered office may be changed from time
to time by the Board of Directors in the manner provided by law and need not be
identical to the principal place of business of the corporation.
Section 2. Fiscal Year. The fiscal year of the corporation shall be such as
the Board of Directors shall, by resolution, establish.
Section 3. Seal. The seal of the corporation shall be such as from time to
time may be approved by the Board of Directors.
Section 4. Notice and Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of these bylaws, said notice shall be
deemed to be sufficient if given by depositing the same in a post