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Exhibit 3.2
SECOND AMENDED AND RESTATED
BYLAWS
OF
SUNRISE TELEVISION CORP.,
A Delaware Corporation
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TABLE OF CONTENTS
Page
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ARTICLE 1: OFFICES........................................................-1-
1.1 Registered Office and Agent..............................-1-
1.2 Other Offices............................................-1-
ARTICLE 2: MEETINGS OF STOCKHOLDERS.......................................-1-
2.1 Annual Meeting...........................................-1-
2.2 Special Meeting..........................................-1-
2.3 Place of Meetings........................................-2-
2.4 Notice...................................................-2-
2.5 Notice of Stockholder Business at Annual Meeting.........-2-
2.6 Voting List..............................................-3-
2.7 Quorum...................................................-3-
2.8 Required Vote: Withdrawal of Quorum......................-4-
2.9 Method of Voting; Proxies................................-4-
2.10 Record Date..............................................-4-
2.11 Conduct of Meeting.......................................-5-
2.12 Inspectors...............................................-5-
ARTICLE 3: DIRECTORS......................................................-6-
3.1 Management...............................................-6-
3.2 Number; Qualification; Election; Eligibility; Term.......-6-
3.3 Nomination of Director Candidates........................-6-
3.4 Removal..................................................-7-
3.5 Newly Created Directorships and Vacancies................-7-
3.6 Meetings of Directors....................................-8-
3.7 First Meeting............................................-8-
3.8 Election of Officers.....................................-8-
3.9 Regular Meetings.........................................-8-
3.10 Special Meetings.........................................-8-
3.11 Notice...................................................-8-
3.12 Quorum; Majority Vote....................................-9-
3.13 Procedure................................................-9-
3.14 Presumption of Assent....................................-9-
3.15 Compensation.............................................-9-
ARTICLE 4: COMMITTEES.....................................................-9-
4.1 Designation..............................................-9-
4.2 Number; Qualification; Term..............................-9-
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4.3 Authority...............................................-10-
4.4 Committee Changes.......................................-10-
4.5 Alternate Members of Committees.........................-10-
4.6 Regular Meetings........................................-10-
4.7 Special Meetings........................................-10-
4.8 Quorum; Majority Vote...................................-10-
4.9 Minutes.................................................-10-
4.10 Compensation............................................-11-
4.11 Responsibility..........................................-11-
ARTICLE 5: NOTICE........................................................-11-
5.1 Method..................................................-11-
5.2 Waiver..................................................-11-
ARTICLE 6: OFFICERS......................................................-11-
6.1 Number; Titles; Term of Office..........................-11-
6.2 Removal.................................................-12-
6.3 Vacancies...............................................-12-
6.4 Authority...............................................-12-
6.5 Compensation............................................-12-
6.6 Chairman of the Board...................................-12-
6.7 Chief Executive Officer.................................-12-
6.8 President...............................................-12-
6.9 Chief Operating Officer.................................-13-
6.10 Chief Financial Officer.................................-13-
6.11 Vice Presidents.........................................-13-
6.12 Treasurer...............................................-14-
6.13 Assistant Treasurers....................................-14-
6.14 Secretary...............................................-14-
6.15 Assistant Secretaries...................................-14-
ARTICLE 7: CERTIFICATES AND STOCKHOLDERS.................................-14-
7.1 Certificates for Shares.................................-14-
7.2 Replacement of Lost or Destroyed Certificates...........-15-
7.3 Transfer of Shares......................................-15-
7.4 Registered Stockholders.................................-15-
7.5 Regulations.............................................-15-
7.6 Legends.................................................-15-
ARTICLE 8: MISCELLANEOUS PROVISIONS......................................-15-
8.1 Dividends...............................................-15-
8.2 Reserves................................................-16-
8.3 Books and Records.......................................-16-
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8.4 Fiscal Year.............................................-16-
8.5 Seal....................................................-16-
8.6 Resignations............................................-16-
8.7 Securities of Other Corporations........................-16-
8.8 Telephone Meetings......................................-16-
8.9 Action Without a Meeting................................-17-
8.10 Invalid Provisions......................................-17-
8.11 Mortgages, etc..........................................-17-
8.12 Headings................................................-17-
8.13 References..............................................-17-
8.14 Amendments..............................................-18-
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SECOND AMENDED AND RESTATED
BYLAWS
OF
SUNRISE TELEVISION CORP.,
A Delaware Corporation
PREAMBLE
These bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation (as the same may be amended and restated from time
to time) of Sunrise Television Corp., a Delaware corporation (the
"Corporation"). In the event of a direct conflict between the provisions of
these bylaws and the mandatory provisions of the Delaware General Corporation
Law or the provisions of the certificate of incorporation of the Corporation,
such provisions of the Delaware General Corporation Law or the certificate of
incorporation of the Corporation, as the case may be, will be controlling.
ARTICLE 1: OFFICES
1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Delaware.
1.2 Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE 2: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. Except as otherwise permitted by law, no stockholder of the
Corporation shall require the board of directors to call an annual meeting of
stockholders of the Corporation. At such meeting, the stockholders shall elect
directors and transact such other business as may properly be brought before
the meeting.
2.2 Special Meeting. Except as otherwise required by law, special
meetings of the stockholders of the Corporation, and any proposals to be
considered at such meetings, may be called and proposed exclusively by the
board of directors, pursuant to a resolution approved by a majority
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of the members of the board of directors serving at the time of that vote, and
no stockholder of the Corporation shall require the board of directors to call
a special meeting of stockholders or to propose business at a special meeting
of stockholders. A special meeting shall be held on such date and at such time
as shall be designated by the board of directors and stated in the notice of
the meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a special meeting as may be stated or indicated
in the notice of such meeting or in a duly executed waiver of notice of such
meeting.
2.3 Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by the
board of directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the meeting
or a duly executed waiver of notice of such meeting. Meetings of stockholders
shall be held at the principal office of the Corporation unless another place
is designated for meetings in the manner provided herein.
2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person(s) calling the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is to be sent by mail, it
shall be directed to such stockholder at his address as it appears on the
records of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.
2.5 Notice of Stockholder Business at Annual Meeting. (a) At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of a majority of the members of
the board of directors, or (iii) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
bylaw, who shall be entitled to vote at such meeting, and who complies with the
notice procedures set forth in paragraph (b) of this bylaw.
(b) No business proposed by a stockholder to be
considered at an annual meeting of the stockholders (including the nomination
of any person to be elected as a director of the Corporation) shall be
considered by the stockholders at that meeting unless, no earlier than 120 days
and no later than ninety days before the annual meeting of stockholders or (if
later) ten days after the first public disclosure (whether by mailing of a
notice to stockholders or to an exchange on which the stock of the Corporation
is listed, by press release or otherwise) of the date of such meeting is
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made, the Corporation receives from the stockholder proposing that business a
written notice that sets forth (1) the nature of the proposed business with
reasonable particularity, including the exact text of any proposal to be
presented for adoption, and the reasons for conducting that business at the
annual meeting; (2) with respect to each such stockholder, that stockholder's
name and address (as they appear on the records of the Corporation), business
address and telephone number, residence address and telephone number, and the
number of shares of each class and series of stock of the Corporation
beneficially owned by that stockholder; (3) any interest of the stockholder in
the proposed business; (4) the name or names of each person nominated by the
stockholder to be elected or reelected as a director, if any; and (5) with
respect to each nominee and such stockholder the information and notices
required by Section 3.3 of these bylaws. Notwithstanding the previous sentence,
the Corporation may exclude from its proxy materials any proposed business that
may be excluded by applicable law.
(c) Notwithstanding anything in these bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this bylaw. The person presiding at
the annual meeting shall determine whether business (including the nomination
of any person as a director) has been properly brought before the meeting and,
if the facts so warrant, shall not permit any business (or voting with respect
to any particular nominee) to be transacted that has not been properly brought
before the meeting. Nothing in this Section 2.5 shall relieve a stockholder who
proposes to conduct business at an annual meeting from complying with all
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder.
2.6 Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the board of
directors, shall prepare a complete list of stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder.
For a period of ten days prior to such meeting, such list shall be kept on file
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of meeting or a duly executed waiver of notice of
such meeting or, if not so specified, at the place where the meeting is to be
held and shall be open to examination by any stockholder during ordinary
business hours. Such list shall be produced at such meeting and kept at the
meeting at all times during such meeting and may be inspected by any
stockholder who is present.
2.7 Quorum. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute a
quorum at any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Corporation, or these bylaws. If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders,
the stockholders entitled to vote thereat who are present, in person or by
proxy, or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other
than announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present,
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in person or by proxy. At any adjourned meeting at which a quorum shall be
present, in person or by proxy, any business may be transacted which may have
been transacted at the original meeting had a quorum been present; provided
that, if the adjournment is for more than 30 days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.
2.8 Required Vote: Withdrawal of Quorum. When a quorum is present
at any meeting, the vote of the holders of at least a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by express provision of statute, the certificate of incorporation
of the Corporation, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The stockholders present at a duly constituted meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
2.9 Method of Voting; Proxies. Except as otherwise provided in
the certificate of incorporation of the Corporation or by applicable law, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders. Elections of directors
need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. If no date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.
2.10 Record Date. (a) For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, for any such determination of
stockholders, such date in any case to be not more than 60 days and not less
than ten days prior to such meeting nor more than 60 days prior to any other
action. If no record date is fixed:
(i) The record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held.
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(ii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating thereto.
(iii) A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the board
of directors, and which date 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, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by law or these bylaws, shall be 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 in the
State of Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
in the State of Delaware, principal place of business, or such officer or agent
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by law or these bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.
2.11 Conduct of Meeting. The Chairman of the Board, if such office
has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
stockholders. The Secretary shall keep the records of each meeting of
stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by some person
appointed by the meeting.
2.12 Inspectors. The board of directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the
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right to vote, count and tabulate all votes, ballots, or consents, determine
the results, and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the chairman of the meeting,
the inspectors shall make a report in writing of any challenge, request, or
matter determined by them and shall execute a certificate of any fact found by
them. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be stockholders.
ARTICLE 3: DIRECTORS
3.1 Management. The business and property of the Corporation
shall be managed by the board of directors. Subject to the restrictions imposed
by law, the certificate of incorporation of the Corporation, or these bylaws,
the board of directors may exercise all the powers of the Corporation.
3.2 Number; Qualification; Election; Eligibility; Term. The
number of directors which shall constitute the entire board of directors shall
be as set forth in the certificate of incorporation of the Corporation. Except
as otherwise required by law or the certificate of incorporation of the
Corporation, the directors of the Corporation shall be elected at an annual
meeting of stockholders at which a quorum is present by a plurality of the
votes of the shares present in person or represented by proxy and entitled to
vote on the election of directors or a class of directors. None of the
directors need be a stockholder of the Corporation or a resident of the State
of Delaware. Each director must have attained the age of majority. All
directors must, in order to be elected or reelected, meet the eligibility
requirements of Section 3.3.
3.3 Nomination of Director Candidates. (a) Nominations of persons
for election to the board of directors of the Corporation at a meeting of
stockholders may be made (i) by or at the direction of the board of directors
or (ii) by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this bylaw, who shall be entitled
to vote for the election of the director so nominated.
(b) Nominations by stockholders shall be made pursuant
to timely notice in writing to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, no earlier than 120 days and no later than ninety days before the
annual meeting of stockholders or (if later) ten days after the first public
disclosure (whether by mailing of a notice to stockholders or to an exchange on
which the stock of the Corporation is listed, by press release or otherwise) of
the date of such meeting is made, and (ii) in the case of a special meeting at
which directors are to be elected, not later than the close of business on the
tenth day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the meeting date was made. The other
provisions of these bylaws notwithstanding, in order to be eligible for
election as a director, an individual must have been nominated, by written
notice delivered to the Corporation at its principal place of business in St.
Petersburg, Florida. Such notice shall set forth (i) as to each nominee for
election as a director that nominee's name, business address and telephone
number, and residence address and telephone number, the number of shares, if
any, of each class and
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series of stock of the Corporation owned beneficially by that nominee, and all
information relating to that nominee that is required to be disclosed in
solicitations of proxies for elections of directors or is otherwise required,
pursuant to Regulation 14A under the Exchange Act (or any provision of law
subsequently replacing Regulation 14A), together with a notarized letter signed
by the nominee stating his acceptance of the nomination by that stockholder,
stating his intention to serve as director if elected, and consenting to being
named as a nominee for director in any proxy statement relating to such
election, and (ii) if the nomination is submitted by a stockholder of record,
(A) the name and address, as they appear on the Corporation's books, of such
stockholder of record and the name and address of the beneficial owner, if
different, on whose behalf the nomination is made and (B) the class and number
of shares of the Corporation which are beneficially owned and owned of record
by such stockholder of record and such beneficial owner.
(c) No person shall be eligible to serve as a director
of the Corporation unless nominated in accordance with the procedures set forth
in this bylaw. The election of any director in violation of this bylaw shall be
void and of no effect. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Nothing in this Section 3.3(c) shall release a
stockholder from complying with all applicable requirements, if any, of the
Exchange Act, and the rules and regulations thereunder.
3.4 Removal. Except as otherwise provided by law, no director of
any class of directors of the Corporation shall be removed before the
expiration of that director's term of office except by an affirmative vote of
the holders of not less than a majority in voting power of the outstanding
shares entitled to vote thereon cast at the annual meeting of stockholders or
at any special meeting of stockholders called for this purpose by a majority of
the members of the board of directors serving at the time of that vote. Except
as provided by law, a director of the Corporation may be removed only for
cause. For purposes of this Section 3.5, "cause" shall have the meaning set
forth in the certificate of incorporation of the Corporation.
3.5 Newly Created Directorships and Vacancies. Vacancies in the
board of directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause and newly-created
directorships resulting from any increase in the authorized number of directors
shall be filled by a majority vote of the remaining directors then in office,
though less than a quorum, or by the sole remaining director, and each director
so chosen shall receive the classification of the vacant directorship to which
he has been appointed or, if it is a newly created directorship, shall receive
the classification that at least a majority of the board of directors
designates and shall hold office until the first meeting of stockholders held
after his election for the purpose of electing directors of that classification
and until his successor is elected and qualified or until his earlier death,
resignation or removal from office. If there are no directors in office (or
where holders of any class or classes or series thereof are entitled to elect
one or more directors, there are no directors of such class in office), an
election of directors may be held in the manner provided by statute.
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If, at the time of filling any vacancy or any newly-created
directorship, the directors then in office shall constitute less than a
majority of the whole board of directors (as constituted immediately prior to
any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the total number of shares
at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly-created
directorships or to replace the directors chosen by the directors then in
office. Except as otherwise provided in the certificate of incorporation of the
Corporation or these bylaws, when one or more directors shall resign from the
board of directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in these bylaws with respect to the filling of
other vacancies.
3.6 Meetings 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 within or without the
State of Delaware as the board of directors may from time to time determine or
as shall be specified in the notice of such meeting or duly executed waiver of
notice of such meeting.
3.7 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 stockholders, and no notice of such meeting shall be
necessary.
3.8 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.
3.9 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.
3.10 Special Meetings. Special meetings of the board of directors
shall be held whenever called by the Chairman of the Board, the President, or
any director.
3.11 Notice. The Secretary shall give notice of each special
meeting to each director at least 24 hours before the meeting. Notice of any
such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of notice
to him. 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.
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3.12 Quorum; Majority Vote. At all meetings of the board of
directors, a majority of the directors fixed in the manner provided in the
certificate of incorporation of the Corporation or these bylaws shall
constitute a quorum for the transaction of business. 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. Unless the act of a greater number is required by
law, the certificate of incorporation of the Corporation, or these bylaws, 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. At any time that the
certificate of incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.
3.13 Procedure. At meetings of the board of directors, business
shall be transacted in such order as from time to time the board of directors
may determine. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act,
the President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present. The Secretary of
the Corporation shall act as the secretary of each meeting of the board of
directors unless the board of directors appoints another person to act as
secretary of the meeting. The board of directors shall keep regular minutes of
its proceedings which shall be placed in the minute book of the Corporation.
3.14 Presumption of Assent. A director of the Corporation who is
present at the 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 any
dissent by certified or 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.
3.15 Compensation. The board of directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.
ARTICLE 4: COMMITTEES
4.1 Designation. The board of directors may, by resolution
adopted by a majority of the entire board of directors, designate one or more
committees.
4.2 Number; Qualification; Term. Each committee shall consist of
one or more directors appointed by resolution adopted by a majority of the
entire board of directors. The number of
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committee members may be increased or decreased from time to time by resolution
adopted by a majority of the entire board of directors. Each committee member
shall serve as such until the earliest of (i) the expiration of his term as
director, (ii) his resignation as a committee member or as a director, or (iii)
his removal as a committee member or as a director.
4.3 Authority. Each committee, to the extent expressly provided
in the resolution establishing such committee, shall have and may exercise all
of the authority of the board of directors in the management of the business
and property of the Corporation except to the extent expressly restricted by
law, the certificate of incorporation of the Corporation, or these bylaws.
4.4 Committee Changes. The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.
4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting
of the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified,
the member or members of such committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
4.6 Regular Meetings. Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.
4.7 Special Meetings. Special meetings of any committee may be
held whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting. Neither the business to
be transacted at, nor the purpose of, any special meeting of any committee need
be specified in the notice or waiver of notice of any special meeting.
4.8 Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting of any committee, a majority of the members present may adjourn
the meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the members
present at any meeting at which a quorum is in attendance shall be the act of a
committee, unless the act of a greater number is required by law, the
certificate of incorporation of the Corporation, or these bylaws.
4.9 Minutes. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the board of directors
upon the request of the board of directors. The
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minutes of the proceedings of each committee shall be delivered to the
Secretary of the Corporation for placement in the minute books of the
Corporation.
4.10 Compensation. Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.
4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.
ARTICLE 5: NOTICE
5.1 Method. Whenever by statute, the certificate of incorporation
of the Corporation, or these bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice
required or permitted to be given by telegram, telex, or telefax shall be
deemed to be delivered and given at the time transmitted with all charges
prepaid and addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends 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 6: OFFICERS
6.1 Number; Titles; Term of Office. The officers of the
Corporation shall be a President, a Secretary, and such other officers as the
board of directors may from time to time elect or appoint, including a Chairman
of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief
Financial Officer, one or more Vice Presidents (with each Vice President to
have such descriptive title, if any, as the board of directors shall
determine), and a Treasurer. Each officer shall hold office
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until his successor shall have been duly elected and shall have qualified,
until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided. Any two or more offices may be held by the same
person. None of the officers need be a stockholder or a director of the
Corporation or a resident of the State of Delaware.
6.2 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 interest 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.
6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal or otherwise) may be filled by the
board of directors.
6.4 Authority. Officers shall have such authority and perform
such duties in the management of the Corporation as are provided in these
bylaws or as may be determined by resolution of the board of directors not
inconsistent with these bylaws.
6.5 Compensation. The compensation, if any, of officers and
agents shall be fixed from time to time by the board of directors; provided,
however, that the board of directors may delegate the power to determine the
compensation of any officer and agent (other than the officer to whom such
power is delegated) to the Chairman of the Board or the President.
6.6 Chairman of the Board. The Chairman of the Board, if elected
by the board of directors, shall have such powers and duties as may be
prescribed by the board of directors. Such officer shall preside at all
meetings of the stockholders and of the board of directors. Such officer may
sign all certificates for shares of stock of the Corporation.
6.7 Chief Executive Officer. The Chief Executive Officer, if
elected by the board of directors, shall be the chief executive officer of the
Corporation and, subject to the board of directors, 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. If the board of directors has not elected a Chairman of
the Board or in the absence or inability to act of the Chairman of the Board,
the Chief Executive Officer shall exercise all of the power and discharge all
of the duties of the Chairman of the Board. As between the Corporation and
third parties, any action taken by the Chief Executive Officer in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or that the Chairman of the
Board is absent or unable to act.
6.8 President. The President shall be the executive officer of
the Corporation next in authority to the Chief Executive Officer, whom he shall
assist in the general executive charge, management, and control of the
properties and operations of the Corporation and shall have such
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other powers and duties as may be assigned to him by the board of directors,
the Chairman of the Board, or the Chief Executive Officer. If the board of
directors has not elected a Chief Executive Officer or in the absence or
inability to act of the Chief Executive Officer, the President shall exercise
all of the powers and discharge all of the duties of the Chief Executive
Officer. As between the Corporation and third parties, any action taken by the
President in the performance of the duties of the Chief Executive Officer shall
be conclusive evidence that there is no Chief Executive Officer or that the
Chief Executive Officer is absent or unable to act.
6.9 Chief Operating Officer. The Chief Operating Officer, if
elected by the board of directors, shall be the executive officer of the
Corporation next in authority to the President, whom he shall assist, and shall
have such other powers and duties as may be assigned to him by the board of
directors, the Chairman of the Board, or the Chief Executive Officer. During
the absence or inability to act of the President, the Chief Operating Officer
shall exercise all the powers and discharge all of the duties of the President.
As between the Corporation and third parties, any action taken by the Chief
Operating Officer in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at the
time such action was taken.
6.10 Chief Financial Officer. The Chief Financial Officer shall
keep and maintain, or cause to be keep and maintained, adequate and current
books and records of account of the properties and business transactions of the
Corporation. The Chief Financial Officer shall disburse, or cause to be
disbursed, the funds of the Corporation in accordance with the Corporation's
budget, business plan or otherwise as generally authorized by the board of
directors and shall render to the board of directors, the Chairman of the
Board, or the Chief Executive Officer, whenever they request, an account of the
financial condition of the Corporation, shall advise the board of directors,
the Chairman of the Board, and the Chief Executive Officer in regard to the
financial matters, and shall have such additional powers and duties as may be
assigned by the board of directors, the Chairman of the Board, or the Chief
Executive Officer. The Chief Financial Officer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, and shall deposit all monies and valuable effects
in the name and to the credit of the Corporation in such depository or
depositories as may be designated by the board of directors.
6.11 Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board, the Chief Executive Officer, the President, or the Chief Operating
Officer and (in order of their seniority as determined by the board of
directors or, in the absence of such determination, as determined by the length
of time they have held the office of Vice President) shall exercise the powers
of the Chief Operating Officer if the board of directors has not elected a
Chief Operating Officer or during that officer's absence or inability act. As
between the Corporation and third parties, any action taken by a Vice President
in the performance of the duties of the Chief Operating Officer shall be
conclusive evidence of the absence or inability to act of the Chief Operating
Officer at the time such action was taken. Each Vice President shall have such
descriptive title, if any, as the board of directors may determine.
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6.12 Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in
the name and to the credit of the Corporation in such depository or
depositories as may be designated by the board of directors, and shall perform
such other duties as may be prescribed by the board of directors, the Chairman
of the Board, the Chief Executive Officer, the President or the Chief Financial
Officer.
6.13 Assistant Treasurers. Each Assistant Treasurer shall have
such powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board the Chief Executive Officer, the President or the Chief
Financial Officer. The Assistant Treasurers (in the order of their seniority as
determined by the board of directors or, in the absence of such determination,
as determined by the length of time they have held the office of Assistant
Treasurer) shall exercise the powers of the Treasurer during that officer's
absence or inability to act.
6.14 Secretary. Except as otherwise provided in these bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board, the Chief Executive Officer or 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 Chairman of the Board or the
President all certificates for shares of stock of the Corporation, and he shall
have charge of the certificate books, transfer books, and stock papers as the
board of directors may direct, all of which shall at all reasonable times be
open to inspection by any director upon application at the office of the
Corporation during business hours. He shall in general perform all duties
incident to the office of the Secretary, subject to the control of the board of
directors, the Chairman of the Board, and the President.
6.15 Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, the Chief Executive Officer or the President. The
Assistant Secretaries (in the order of their seniority as determined by the
board of directors or, in the absence of such a determination, as determined by
the length of time they have held the office of Assistant Secretary) shall
exercise the powers of the Secretary during that officer's absence or inability
to act.
ARTICLE 7: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares. Certificates for shares of 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 Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or
registrar who has signed, or whose facsimile signature has been placed upon, a
certificate has ceased to be such officer, transfer agent, or registrar before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if he were such
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officer, transfer agent, or registrar at the date of issue. The certificates
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.
7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.
7.3 Transfer of Shares. 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 to the Corporation or 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, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.
7.4 Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof 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, except as
otherwise provided by law.
7.5 Regulations. The board of directors shall have the 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 stock of the Corporation.
7.6 Legends. The board of directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state
securities laws or other applicable law.
ARTICLE 8: MISCELLANEOUS PROVISIONS
8.1 Dividends. Subject to provisions of law and the certificate
of incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting
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and may be paid in cash, in property, or in shares of stock of the Corporation.
Such declaration and payment shall be at the discretion of the board of
directors.
8.2 Reserves. There may be created by the board of directors out
of funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purpose as the board of
directors shall consider beneficial to the Corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it was
created.
8.3 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the board of directors; provided, that if such fiscal year is not
fixed by the board of directors and the selection of the fiscal year is not
expressly deferred by the board of directors, the fiscal year shall be the
calendar year.
8.5 Seal. The seal of the Corporation shall be such as from time
to time may be approved by the board of directors.
8.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
8.7 Securities of Other Corporations. The Chairman of the Board,
the President, or any Vice President of the Corporation shall have the power
and authority to transfer, endorse for transfer, vote, consent, or take any
other action with respect to any securities of another issuer which may be held
or owned by the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.
8.8 Telephone Meetings. Stockholders (acting for themselves or
through a proxy), members of the board of directors, and members of a committee
of the board of directors may participate in and hold a meeting of such
stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting, except where a person participates in the
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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.
8.9 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Corporation or by these bylaws, any action
required or permitted to be taken at a meeting of the board of directors, or of
any committee of the board of directors, may be taken without a meeting if a
consent or consents in writing, setting forth the action so taken, shall be
signed by all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such directors or committee
members, as the case may be, and may be stated as such in any certificate or
document filed with the Secretary of State of the State of Delaware or in any
certificate delivered to any person. Such consent or consents shall be filed
with the minutes of proceedings of the board or committee, as the case may be.
8.10 Invalid Provisions. If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.
8.12 Headings. The headings used in these bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.
8.13 References. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.
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8.14 Amendments. Subject to the provisions of the certificate of
incorporation of the Corporation, these bylaws and applicable law, these bylaws
or any of them may be altered, amended, or repealed and new bylaws may be
adopted (a) by the board of directors of the Corporation, by vote of a majority
of the number of directors then in office or (b) by the vote of the holders of
not less than a majority of the total voting power of all outstanding shares of
voting stock of the Corporation at an annual meeting of stockholders, without
previous notice, or at any special meeting of stockholders, provided that
notice of such proposed alteration, amendment, repeal or adoption is given in
the notice of special meeting. Subject to the provisions of the certificate of
incorporation of the Corporation, any bylaws adopted, altered, or amended by
the stockholders may be altered, amended, or repealed by the board of directors
of the Corporation or the stockholders.
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CERTIFICATION
The undersigned, being the duly elected and acting Secretary of
Sunrise Television Corp. (the "corporation"), hereby certifies that the Amended
and Restated Bylaws of the Corporation have been repealed and the Second
Amended and Restated Bylaws of the Corporation have been duly adopted,
effective as of March 13, 2000, by the Board of Directors.
Dated: March 13, 2000
/s/ David A. Fitz
-------------------------------------
David A. Fitz, Secretary
