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EXHIBIT 3.7
BY-LAWS
OF
UNIVERSAL TURF, INC.
(A Delaware Corporation)
ARTICLE I
Officer and Agents
Section 1.1. Registered Office. The corporation shall have and maintain in
the State of Delaware a registered office which may, but need not be, the same
as its place of business.
Section 1.2. Other Offices. The corporation may also have offices and
places of business at such places within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
corporation may require.
Section 1.3. Registered Agent. The corporation shall have and maintain in
the State of Delaware a registered agent, which agent may be either an
individual resident in the State of Delaware whose business office is identical
with the corporation's registered office, or a Delaware corporation (which may
be itself) or a foreign corporation authorized to transact business in the State
of Delaware, having a business office identical with such registered office.
ARTICLE II
Stock and Stockholders
Section 2.1. Certificates Representing Stock. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board or by the
President or Executive Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. The
certificates for shares of stock of the corporation shall be in such form as
shall be determined by the Board of Directors, shall have set forth thereon any
statements prescribed by statute, and shall be numbered and entered in the stock
ledger of the corporation as they are issued. Any and all signatures on any such
certificate may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
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Section 2.2. Lost Certificates. The Board of Directors may direct that a
new share certificate be issued in place of any certificate theretofore issued
by the corporation which has been mutilated or which is alleged to have been
lost, stolen or destroyed, upon presentation of each such mutilated certificate
or the making by the person claiming any such certificate to have been lost,
stolen or destroyed of an affidavit as to the fact and circumstance of the loss,
theft or destruction thereof, or complying with such other procedures as may be
established by the Board of Directors. The Board of Directors, in its discretion
and as a condition precedent to the issuance of any new certificate, may require
the owner of any certificate alleged to have been lost, stolen or destroyed, or
his legal representative, to furnish the corporation with a bond, 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 on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.
Section 2.3. Fractions of Shares. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless, otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions with the Board of
Directors may impose.
Section 2.4. Stock Transfers. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.
Section 2.5. Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the 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 in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty(60) days prior to any other
action. If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at
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CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
UNIVERSAL TURF, INC.
Pursuant to ss. 242 of the General Corporation Law of the State of Delaware
The undersigned, pursuant to the provisions of the General Corporation Law
of the State of Delaware, do hereby certify and set forth as follows:
FIRST: That at a meeting of the Board of Directors of Universal Turf, Inc.
(the "Corporation"), the following resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable:
RESOLVED, that the Board of Directors hereby declares it advisable
and in the best interests of the Company that Article FIRST of the
Certificate of Incorporation be amended to read as follows:
"FIRST: The name of the Corporation shall be, UNIVERSAL MEDIA
HOLDINGS, INC."
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted with the applicable
provisions of Section 242 and 228 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by James W. Zimbler, this [ILLEGIBLE] Day of November, A.D., 1999.
/s/ James W. Zimbler
-------------------------------------
James W. Zimbler
Authorized Officer
STATE OF DELAWARE
SECRETARY OF STATE
[ILLEGIBLE] DIVISION OF CORPORATIONS
FILED 09:01 AM 11/10/1999
991535640 - 0738110
