Exhibit 3.28
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BYLAWS
OF
TELEPHONE AUDIO PRODUCTIONS, INC.
(A TEXAS CORPORATION)
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TABLE OF CONTENTS
Page
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ARTICLE 1
OFFICES
Section 1.01. Principal Office ............................................. 1
Section 1.02. Other Offices ................................................ 1
ARTICLE 2
SHAREHOLDERS
Section 2.01. Time and Place of Meetings ................................... 1
Section 2.02. Annual Meetings .............................................. 1
Section 2.03. Special Meetings ............................................. 1
Section 2.04. Notice ....................................................... 1
Section 2.05. Closing of Share Transfer Records and fixing Record Date for
Matters other than Consents than Consents ................. 2
Section 2.06. Fixing Record Dates for Consents to Action ................... 2
Section 2.07. List of Shareholders ......................................... 3
Section 2.08. Quorum ....................................................... 3
Section 2.09. Voting ....................................................... 3
Section 2.10. Action by Consent ............................................ 4
Section 2.11. Presence at Meetings by Means of Communications Equipment .... 5
ARTICLE 3
DIRECTORS
Section 3.01. Number of Directors .......................................... 5
Section 3.02. Vacancies .................................................... 5
section 3.03. General Powers ............................................... 6
Section 3.04. Place of Meetings ............................................ 6
Section 3.05. Annual Meetings .............................................. 6
Section 3.06. Regular Meetings ............................................. 6
Section 3.07. Special Meetings ............................................. 6
Section 3.08. Quorum and Voting ............................................ 7
Section 3.09. Committees of the Board of Directors ......................... 7
Section 3.10. Compensation of Directors .................................... 8
Section 3.11. Action by Unanimous Consent .................................. 8
Section 3.12. Presence at Meetings by Means of Communications Equipment .... 8
ARTICLE 4
NOTICES
Section 4.01. Form of Notice ............................................... 8
Section 4.02. Waiver ....................................................... 8
Section 4.03. When Notice Unnecessary ...................................... 9
ARTICLE 5
OFFICERS
Section 5.01. General ...................................................... 9
Section 5.02. Election ..................................................... 9
Section 5.03. Chairman of the Board ........................................ 9
Section 5.04. Chief Executive Officer ...................................... 9
Section 5.05. President .................................................... 10
Section 5.06. Vice Presidents .............................................. 10
Section 5.07. Assistant Vice Presidents .................................... 10
Section 5.08. Secretary .................................................... 10
Section 5.09. Assistant Secretaries ........................................ 11
Section 5.10. Treasurer .................................................... 11
Section 5.11. Assistant Treasurers ......................................... 11
Section 5.12. Bonding ...................................................... 12
ARTICLE 6
CERTIFICATES REPRESENTING SHARES
Section 6.01. Form of Certificates ......................................... 12
Section 6.02. Lost Certificates ............................................ 12
Section 6.03. Transfer of Shares ........................................... 13
Section 6.04. Registered Shareholders ...................................... 13
ARTICLE 7
GENERAL PROVISIONS
Section 7.01. Distributions and Share Dividends ............................ 13
Section 7.02. Reserves ..................................................... 13
Section 7.03. Fiscal Year .................................................. 13
Section 7.04. Seal ......................................................... 13
Section 7.05. Resignation .................................................. 13
Section 7.06. Construction ................................................. 14
Section 7.07. Table of Contents; Headings .................................. 14
ARTICLE 8
AMENDMENTS TO BYLAWS ....................................................... 14
BYLAWS
OF
TELEPHONE AUDIO PRODUCTIONS, INC.
a Texas corporation
ARTICLE 1
OFFICES
Section 1.01. Principal Office. The principal office of the Corporation
shall be in Dallas County, Texas.
Section 1.02. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE 2
SHAREHOLDERS
Section 2.01. Time and Place of Meetings. Meetings of the shareholders
shall be held at such time and at such place, within or without the State of
Texas, as shall be determined by the Board of Directors.
Section 2.02. Annual Meetings. Annual meetings of shareholders shall be
held on the second Tuesday in May of each year, beginning 2000, or on such other
date and at such time as shall be determined by the Board of Directors. At each
annual meeting the shareholders shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 2.03. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chief Executive Officer or the Board of Directors, and
shall be called by the Chief Executive Officer or the Secretary at the request
in writing of the holders of not less than ten percent (10%) of the voting
power represented by all the shares issued, outstanding and entitled to be voted
at the proposed special meeting, unless the Articles of Incorporation provide
for a different percentage, in which event such provision of the Articles of
Incorporation shall govern. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at special meetings shall be confined
to the purposes stated in the notice of the meeting.
Section 2.04. Notice. Written or printed notice stating the place, day and
hour of any shareholders' meeting and, in the 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 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the Chief Executive Officer, the Secretary
or the officer or person calling the meeting, to each shareholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 1
States mail, postage prepaid, addressed to the shareholder at his address as it
appears on the share transfer records of the Corporation.
Section 2.05. Closing of Share Transfer Records and Fixing Record Dates for
Matters Other than Consents to Action. 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 distribution or
share dividend, or in order to make a determination of shareholders for any
other proper purpose (other than determining shareholders entitled to consent to
action by shareholders proposed to be taken without a meeting of shareholders),
the Board of Directors of the Corporation may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders, such records shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the share transfer
records, 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 60 days and, in the 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 share transfer records 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 distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or share 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 distribution or
share 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 except where the
determination has been made through the closing of share transfer records and
the stated period of closing has expired.
Section 2.06. Fixing Record Dates for Consents to Action. Unless a record
date shall have previously been fixed or determined pursuant to this Section
2.06., whenever action by shareholders is proposed to be taken by consent in
writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
days after, the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors and the prior action of the Board of Directors is not required by the
Texas Business Corporation Act (the "Act"), the record date for determining
shareholders entitled to consent to action in writing without a meeting shall he
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the records in which proceedings of meetings
of shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal place of business shall be addressed to the President or the Chief
Executive Officer of the Corporation. If no record date shall have been fixed by
the Board of Directors and prior action of the Board of Directors is required by
the Act, the record date for determining shareholders entitled to consent
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PACE 2
to action in writing without a meeting shall be at the close of business on the
date on which the Board of Directors adopts a resolution taking such prior
action.
Section 2.07. List of Shareholders. The officer or agent of the Corporation
having charge of the share transfer records for shares of the Corporation shall
make, at least ten days before each meeting of the 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 voting
shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office or principal place of business of
the Corporation and shall be subject to inspection by any shareholder at any
time during the usual business hours of the Corporation. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original share transfer records shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer records or to vote at any
meeting of shareholders. Failure to comply with the requirements of this Section
2.07. shall not affect the validity of any action taken at such meeting.
Section 2.08. Quorum. A quorum shall be present at a meeting of
shareholders if the holders of shares having a majority of the voting power
represented by all issued and outstanding shares entitled to vote at the meeting
are present in person or represented by proxy at such meeting, unless otherwise
provided by the Articles of Incorporation in accordance with the Act. Once a
quorum is present at a meeting of shareholders, the shareholders represented in
person or by proxy at the meeting may conduct such business as may properly be
brought before the meeting until it is adjourned, and the subsequent withdrawal
from the meeting of any shareholder or the refusal of any shareholder
represented in person or by proxy to vote shall not affect the presence of a
quorum at the meeting. If, however, a quorum shall not be present at any meeting
of shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting, without notice
other than announcement at the meeting, until such time and to such place as may
be determined by a vote of the holders of a majority of the shares represented
in person or by proxy at such meeting until a quorum shall be present. At such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed.
Section 2.09. Voting. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares entitled to vote, present in person or
represented by proxy at such meeting, shall decide any matter brought before
such meeting, other than the election of directors or a matter for which the
affirmative vote of the holders of a specified portion of the shares entitled to
vote is required by the Act, and shall be the act of the shareholders, unless
otherwise provided by the Articles of Incorporation or these Bylaws in
accordance with the Act.
Unless otherwise provided in the Articles of Incorporation or these Bylaws
in accordance with the Act, directors of the Corporation shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors at a meeting of shareholders at which a quorum is present.
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 3
At every meeting of the shareholders, each shareholder shall be entitled to
such number of votes, in person or by proxy, for each share having voting power
held by such shareholder, as is specified in the Articles of Incorporation
(including the resolution of the Board of Directors (or a committee thereof)
creating such shares), except to the extent that the voting rights of the shares
of any class or series are limited or denied by the Articles of Incorporation.
At each election of directors, every shareholder shall be entitled to cast, in
person or by proxy, the number of votes to which the shares owned by him are
entitled for as many persons as there are directors to be elected and for whose
election he has a right to vote. Every proxy must be executed in writing by the
shareholder. A telegram, telex, cablegram, or similar transmission by the
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing executed by the shareholder, shall be treated as an execution in
writing for the purposes of this Section 2.09. No proxy shall be valid after 11
months from the date of its execution unless otherwise provided therein. Each
proxy shall be revocable unless (i) the proxy form conspicuously states that the
proxy is irrevocable, and (ii) the proxy is coupled with an interest, as defined
in the Act and other Texas law.
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws 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 as trustee.
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 being transferred into his name, if such authority is contained
in an appropriate order of the court that appointed the receiver.
A shareholder whose shares are 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.
Treasury shares, shares of the Corporation's stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
the Corporation, and shares of its own stock held by the Corporation 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 2.10. Action by Consent. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote 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 action that is the subject of the consent.
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 4
In addition, if the Articles of Incorporation so provide, any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action were present and voted. Prompt notice
of the taking of any action by shareholders without a meeting by less than
unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.
Every written consent signed by less than all shareholders shall bear the
date of signature of each shareholder who signs the consent. No such written
consent shall be effective to take the action that is the subject of the consent
unless, within 60 days after the date of the earliest dated consent delivered to
the Corporation as set forth below in this Section 2.10., the consent or
consents signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take the action that is the
subject of the consent are delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the records in which proceedings of meetings
of shareholders are recorded. Delivery shall be by hand or certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal place of business shall be addressed to the President or the Chief
Executive Officer of the Corporation. A telegram, telex, cablegram, or similar
transmission by a shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing signed by a shareholder, shall be regarded as
signed by the shareholder for the purposes of this Section 2.10.
Section 2.11. Presence at Meetings by Means of Communication Equipment.
Shareholders may participate in and hold a meeting of the shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 2.11. shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
ARTICLE 3
DIRECTORS
Section 3.01. Number of Directors. The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no case will the number of directors be less than one (1). No
decrease in the number of directors will have the effect of reducing the term of
any incumbent director. Directors shall be elected at each annual meeting of the
shareholders by the holders of shares entitled to vote in the election of
directors, except as provided in Section 3.02, and each director shall hold
office until the annual meeting of shareholders following his election or until
his successor is elected and qualified. Directors need not be residents of the
State of Texas or shareholders of the Corporation.
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 5
Section 3.02. Vacancies. Subject to other provisions of this Section 3.02.,
any vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of the shareholders called for that purpose or by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 3.08. 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 or may be filled by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders; provided that the Board of Directors may not fill more than two
such directorships during the period between any two successive annual meetings
of shareholders. Shareholders holding a majority of shares then entitled to vote
at an election of directors may, at any time and with or without cause,
terminate the term of office of all or any of the directors by a vote at any
annual or special meeting called for that purpose. Such removal shall be
effective immediately upon such shareholder action even if successors are not
elected simultaneously, and the vacancies on the Board of Directors caused by
such action shall be filled only by election by the shareholders.
Notwithstanding the foregoing, whenever the holders of any class or series
of shares are entitled to elect one or more directors by the provisions of the
Articles of Incorporation, only the holders of shares of that class or series
shall be entitled to vote for or against the removal of any director elected by
the holders of shares of that class or series; and any vacancies in such
directorships and any newly created directorships of such class or series to be
filled by reason of an increase in the number of such directors may be filled by
the affirmative vote of a majority of the directors elected by such class or
series then in office or by a sole remaining director so elected, or by the vote
of the holders of the outstanding shares of such class or series, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.
Section 3.03. General Powers. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, its Board of Directors,
which may do or cause to be done all such lawful acts and things, as are not by
the Act, the Articles of Incorporation or these Bylaws directed or required to
be exercised or done by the shareholders.
Section 3.04. Place of Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Texas.
Section 3.05. Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held, without further notice, immediately following
the annual meeting of shareholders at the same place, unless by the majority
vote or unanimous consent of the directors then elected and serving, such time
or place shall be changed.
Section 3.06. Regular Meetings. Regular meetings of the Board of Directors
may be held with or without notice at such time and place as the Board of
Directors may determine by resolution.
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 6
Section 3.07. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer and shall be
called by the Secretary on the written request of a majority of the incumbent
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by such person or persons. Notice of any special
meeting shall be given at least 24 hours previous thereto if given either
personally (including written notice delivered personally or telephone notice)
or by telex, telecopy, telegram or other means of immediate communication, and
at least 72 hours previous thereto if given by written notice mailed or
otherwise transmitted to each director at the address of his business or
residence. 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. Any director may waive notice of any
meeting, as provided in Section 4.02. of these Bylaws. The attendance of a
director at a 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 ground that the meeting is not
lawfully called or convened.
Section 3.08. Quorum and Voting. At all meetings of the Board of Directors,
the presence of a majority of the number of directors fixed in the manner
provided in Section 3.01. shall constitute a quorum for the transaction of
business. At all meetings of committees of the Board of Directors (if one or
more be designated in the manner described in Section 3.09.), the presence of a
majority of the number of directors fixed from time to time by resolution of the
Board of Directors to serve as members of such committees shall constitute a
quorum for the transaction of business. The affirmative unanimous vote of the
directors present and entitled to vote at any meeting of the Board of Directors
or a committee of the Board of Directors at which there is a quorum shall be the
act of the Board of Directors or the committee, until such time as there are
more than three (3) directors, after which time a vote of at least a majority of
the directors present and entitled to vote at any meeting of the Board of
Directors or a committee of the Board of Directors at which there is a quorum
shall be the act of the Board of Directors or the committee, provided, however,
that notwithstanding the above provisions for a simple majority vote to issue
additional shares of stock of the Corporation shall require an affirmative vote
of not less than Seventy-five percent (75 %) of the directors present and
entitled to vote to be the act of the Board of Directors, except as may be
otherwise specifically provided by the Act, the Articles of Incorporation or
these Bylaws. Directors with an interest in a business transaction of the
Corporation and directors who are directors or officers or have a financial
interest in any other corporation, partnership, association or other
organization with which the Corporation is transacting business may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee of the Board of Directors to authorize such business
transaction. If a quorum shall not be present at any meeting of the Board of
Directors or a committee thereof, a majority of the directors present thereat
may adjourn the meeting, without notice other than announcement at the meeting,
until such time and to such place as may be determined by such majority of
directors, until a quorum shall be present.
Section 3.09. Committees of the Board of Directors. The Board of Directors
may, by resolution passed by a majority of the whole Board of Directors,
designate from among its members one or more committees, each of which shall be
composed of one or more of its
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 7
members, and may designate one or more of its members as alternate members of
any committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in the resolution of the
Board of Directors designating the committee or in the Articles of Incorporation
or these Bylaws, shall have and may exercise all of the authority of the Board
of Directors of the Corporation, except where action of the Board of Directors
is required by the Act or by the Articles of Incorporation. Any member of a
committee of the Board of Directors may be removed, for or without cause, by the
affirmative vote of a majority of the whole Board of Directors. If any vacancy
or vacancies occur in a committee of the Board of Directors caused by death,
resignation, retirement, disqualification, removal from office or otherwise, the
vacancy or vacancies shall be filled by the affirmative vote of a majority of
the whole Board of Directors. Such committee or committees shall have such name
or names as may be designated by the Board of Directors and shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.
Section 3.10. Compensation of Directors. Unless otherwise provided by
resolution of the Board of Directors, directors, as members of the Board of
Directors or of any committee thereof, shall not be entitled to receive any
stated salary for their services. Nothing herein contained, however, shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 3.11. Action by Unanimous Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent, setting forth the action so
taken, is signed by all the members of the Board of Directors or the committee,
as the case may be, and such written consent shall have the same force and
effect as a unanimous vote at a meeting of the Board of Directors.
Section 3.12. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors, may participate in and hold a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 3.12. shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE 4
NOTICES
Section 4.01. Form of Notice. Whenever under the provisions of the Act, the
Articles of Incorporation or these Bylaws, notice is required to be given to any
director or shareholder, and no provision is made as to how such notice shall be
given, it shall not be construed to mean personal notice exclusively, but any
such notice may be given in writing, by mail, postage prepaid, or by telex,
telecopy, or telegram, or other means of immediate communication, addressed or
transmitted to such director or shareholder at such address as appears on the
books of the
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 8
Corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same be thus deposited, postage prepaid,
in the United States mail as aforesaid. Any notice required or permitted to be
given by telex, telecopy, telegram, or other means of immediate communication
shall be deemed to be given at the time of actual delivery.
Section 4.02. Waiver. Whenever under the provisions of the Act, the
Articles of Incorporation or these Bylaws, any notice is required to be given to
any director or shareholder of the Corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be equivalent to the giving of such
notice.
Section 4.03. When Notice Unnecessary. Whenever under the provisions of the
Act, the Articles of Incorporation or these Bylaws, any notice is required to be
given to any shareholder, such notice need not be given to the shareholder if
(1) notice of two consecutive annual meetings and all notices of meetings held
during the period between those annual meetings, if any, or (2) all (but in no
event less than two) payments (if sent by first class mail) of distributions or
interest on securities during a 12-month period have been mailed to that person,
addressed at his address as shown on the records of the Corporation, and have
been returned undeliverable. Any action or meeting taken or held without notice
to such a person shall have the same force and effect as if the notice had been
duly given. If such a person delivers to the Corporation a written notice
setting forth his then current address, the requirement that notice be given to
that person shall be reinstated.
ARTICLE 5
OFFICERS
Section 5.01. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers, all of whom shall also be officers. Two or more offices
may be held by the same person.
Section 5.02. Election. The Board of Directors shall elect the officers of
the Corporation at each annual meeting of the Board of Directors. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and shall determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
No officer need be a member of the Board of Directors except the Chairman of the
Board, if one be elected. Any officer elected or appointed by the Board of
Directors may be removed, with or without cause, at any time by a majority vote
of the whole Board. Election or appointment of an officer or agent shall not of
itself create contract rights.
Section 5.03. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and shall preside when present at all meetings
of the Board of Directors and of the shareholders. If the Board of Directors
does not elect a separate Chief Executive Officer, the Chairman of the Board
shall be the Chief Executive Officer of the Corporation. The
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 9
Chairman of the Board shall advise and counsel the Chief Executive Officer (when
not serving in such office) and the other officers of the Corporation, and shall
exercise such powers and perform such duties as shall be assigned to or required
of him from time to time by the Board of Directors.
Section 5.04. Chief Executive Officer. The Chief Executive Officer, subject
to the provisions of these Bylaws, shall have general supervision of the affairs
of the Corporation and shall have general and active control of all its
business. He shall preside, in the absence of the Chairman of the Board, at all
meetings of shareholders and at all meetings of the Board of Directors. He shall
see that all orders and resolutions of the Board of Directors and the
shareholders are carried into effect. He shall have general authority to execute
bonds, deeds and contracts in the name of the Corporation and affix the
corporate seal thereto; to sign stock certificates; to cause the employment or
appointment of such employees and agents of the Corporation as the proper
conduct of operations may require, and to fix their compensation, subject to the
provisions of these Bylaws; to remove or suspend any employee or agent who shall
have been employed or appointed under his authority or under authority of an
officer subordinate to him; to suspend for cause, pending final action by the
authority which shall have elected or appointed him, any officer subordinate to
the Chairman of the Board; and, in general, to exercise all the powers and
authority usually appertaining to the chief executive officer of a corporation,
except as otherwise provided in these Bylaws.
Section 5.05. President. In the absence of the Chief Executive Officer or
in the event of his inability or refusal to act, the President shall perform the
duties and responsibilities and exercise the powers of the Chief Executive
Officer of the Corporation. The President shall be the Chief Operating Officer
of the Corporation and as such shall have, subject to review and approval of the
Chief Executive Officer, if one be elected, the responsibility for the
day-to-day operation of the Corporation and such other duties and
responsibilities as (i) are customarily possessed by the chief operating officer
of a corporation similar in size an line of business as the Corporation, and
(ii) may be delegated to him from time to time by the Board of Directors of the
Corporation.
Section 5.06. Vice Presidents. In the absence of the President or in the
event of his inability or refusal to act, the Vice President, if any (or in the
event there be more than one, the Vice Presidents in the order designated 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. The Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Chief Operating Officer
may from time to time prescribe. The Board of Directors may designate a Vice
President to serve a specialized function such as Chief Technology Officer. In
such case that Vice President shall have such additional duties as may be
designated by the Chief Executive Officer from time to time. The Vice President
in charge of finance, if any, shall also perform the duties and assume the
responsibilities described in Section 5.10. for the Treasurer, and shall report
directly to the Chief Executive Officer of the Corporation.
Section 5.07. Assistant Vice Presidents. In the absence of a Vice President
or in the event of his inability or refusal to act, the Assistant Vice
President, if any (or, if there be more than one, the Assistant Vice Presidents
in the order designated or, in the absence of any
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 10
designation, then in the order of their election), shall perform the duties and
exercise the powers of that Vice President, and shall perform such other duties
and have such other powers as the Board of Directors, the Chief Executive
Officer, the Chief Operating Officer or the Vice President under whose
supervision he is appointed may from time to time prescribe.
Section 5.08. Secretary. The Secretary shall attend and record minutes of
the proceedings of all meetings of the Board of Directors and any committees
thereof and all meetings of the shareholders. The Secretary shall file the
records of such meetings in one or more books to be kept by him or her for that
purpose. Unless the Corporation has appointed a transfer agent or other agent to
keep such a record, the Secretary shall also keep at the Corporation's
registered office or principal place of business a record of the original
issuance of shares issued by the Corporation and a record of each transfer of
those shares that have been presented to the Corporation for registration of
transfer. Such records shall contain the names and addresses of all past and
current shareholders of the Corporation and the number and class of shares
issued by the Corporation held by each of them. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or the Chief Executive Officer, under
whose supervision he or she shall be. The Secretary shall have custody of the
corporate seal of the Corporation and he or she, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring it, and when
so affixed, it may be attested by his or her signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his or her signature. The Secretary shall keep and account for all
books, documents, papers and records of the Corporation except those for which
some other officer or agent is properly accountable. The Secretary shall have
authority to sign stock certificates and shall generally perform all the duties
usually appertaining to the office of the secretary of a corporation.
Section 5.09. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary, if any
(or, if there be more than one, the Assistant Secretaries in the order
designated or, in the absence of any designation, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer or the Secretary may from time to time
prescribe.
Section 5.10. Treasurer. The Treasurer, if any (or the Vice President in
charge of finance, if one be elected), shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, he shall give the Corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the Board of
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Directors for the faithful performance of the duties of his office and for the
restoration of the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation. The Treasurer shall be under the supervision of the Vice President
in charge of finance, if any, and he shall perform such other. duties as may be
prescribed by the Board of Directors, the Chief Executive Officer or any such
Vice President in charge of finance.
Section 5.11. Assistant Treasurers. In the absence of the Treasurer or in
the event of his inability or refusal to act, the Assistant Treasurer, if one be
elected (or, if there shall be more than one, the Assistant Treasurer in the
order designated or, in the absence of any designation, then in the order of
their election), shall perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer or the Treasurer may from time
to time prescribe.
Section 5.12. Bonding. If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond, in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of the duties of their office and for the restoration
to the Corporation, in case of their death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation.
ARTICLE 6
CERTIFICATES REPRESENTING SHARES
Section 6.01. Form of Certificates. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the Corporation as
they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Texas, the name of the
registered holder, the number and class of shares, and the designation of the
series, if any, which said certificate represents, and either the par value of
the shares or a statement that the shares are without par value. Each
certificate shall also set forth on the back thereof a full or summary statement
of matters required by the Act or the Articles of Incorporation to be described
on certificates representing shares, and shall contain a conspicuous statement
on the face thereof referring to the matters set forth on the back thereof.
Certificates shall be signed by the Chairman of the Board, President or any Vice
President and the Secretary or any Assistant Secretary, and may be sealed with
the seal of the Corporation. Either the seal of the Corporation or the
signatures of the Corporation's officers or both may be facsimiles. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on such certificate or certificates, shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation or its agents, such certificate or certificates may nevertheless be
issued and delivered as though the person or persons who signed
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 12
the certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
Corporation.
Section 6.02. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
Section 6.03. Transfer of Shares. Shares of stock shall be transferable
only on the share transfer records of the Corporation by the holder thereof in
person or by his duly authorized attorney. Subject to any restrictions on
transfer set forth in the Articles of Incorporation, these Bylaws or any
agreement among shareholders to which this Corporation is a party or has notice,
upon surrender to the Corporation or to the transfer agent of the Corporation of
a certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 6.04. Registered Shareholders. Except as otherwise provided in the
Act or other Texas law, the Corporation shall be entitled to regard the person
in whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without
limitation, as of the record date fixed pursuant to Section 2.05. or Section
2.06. hereof) as the owner of those shares and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof.
ARTICLE 7
GENERAL PROVISIONS
Section 7.01. Distributions and Share Dividends. Distributions or share
dividends to the shareholders of the Corporation, subject to the provisions of
the Act and the Articles of Incorporation and any agreements or obligations of
the Corporation, if any, may be declared by the Board of Directors at any
regular or special meeting. Distributions may be declared and paid in cash or in
property (other than shares or rights to acquire shares of the Corporation),
provided that all such declarations and payments of distributions, and all
declarations and issuances of share dividends, shall be in strict compliance
with all applicable laws and the Articles of Incorporation.
Section 7.02. Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Board of Directors from time to time, in its discretion, deems proper to provide
for contingencies, or to equalize distributions
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 13
or share dividends, or to repair or maintain any property of the Corporation, or
for such other proper purpose as the Board shall deem beneficial to the
Corporation, and the Board may increase, decrease or abolish any reserve in the
same manner in which it was created.
Section 7.03. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 7.04. Seal. The Corporation shall have a seal which may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. Any officer of the Corporation shall have authority to affix the
seal to any document requiring it.
Section 7.05. Resignation. Any director, officer or agent of the
Corporation may resign by giving written notice to the President or the
Secretary. The resignation shall take effect at the time specified therein, or
immediately if no time is specified therein. Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.
Section 7.06. Construction. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
A. the remainder of these Bylaws shall be considered valid and operative;
and
B. effect shall be given to the intent manifested by the portion held
invalid or inoperative.
Section 7.07. Table of Contents; Headings. The table of contents and
headings are for organization, convenience and clarity. In interpreting these
Bylaws, they shall be subordinated in importance to the other written material.
ARTICLE 8
AMENDMENTS TO BYLAWS
Unless otherwise provided by the Articles of Incorporation or a bylaw
adopted by the shareholders of the Corporation, these Bylaws may be amended or
repealed, or new Bylaws may be adopted, at any meeting of the shareholders of
the Corporation or of the Board of Directors at which a quorum is present, by
the affirmative vote of the holders of a majority of the shares or the
directors, as the case may be, present at such meeting.
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 14
CERTIFICATION
I, Michael H. Wegener, Secretary of Telephone Audio Productions, Inc., a
Texas corporation (the "Corporation"), hereby certify that the foregoing is a
true, accurate and complete copy of the Bylaws the Corporation, adopted by its
Board of Directors effective as of January 10, 2000.
/s/ Michael H. Wegener
-----------------------------
Michael H. Wegener, Secretary
BYLAWS OF TELEPHONE AUDIO PRODUCTIONS, INC. - PAGE 15