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EXHIBIT 3.2
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FIRST AMENDED AND RESTATED
BYLAWS
OF
ENTRAVISION COMMUNICATIONS CORPORATION
a Delaware corporation
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FIRST AMENDED AND RESTATED
BYLAWS
OF
ENTRAVISION COMMUNICATIONS CORPORATION
a Delaware corporation
ARTICLE 1.
OFFICES
1.1. Registered Office. The registered office of Entravision
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Communications Corporation, a Delaware corporation, shall be in the State of
Delaware, located at Incorporating Services, Ltd. 15 East North Street, County
of Kent, Dover, Delaware 19903-0899 and the name of the resident agent in charge
thereof is the agent named in the Certificate of Incorporation of the
corporation (as may be amended from time to time, the "Certificate of
Incorporation") until changed by the Board of Directors (the "Board").
1.2. Principal Office. The principal office for the transaction of the
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business of the corporation shall be at such place as may be established by the
Board. The Board is granted full power and authority to change said principal
office from one location to another.
1.3. Other Offices. The corporation may also have an office or offices at
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such other places, either within or without the State of Delaware, as the Board
may from time to time designate or the business of the corporation may require.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
2.1. Place of Meetings. Meetings of stockholders shall be held at such
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time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
2.2. Annual Meetings. An annual meeting of stockholders shall be held for
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the election of directors at such date, time and place, either within or without
the State of Delaware, as may be designated by resolution of the Board from time
to time. Any other proper business may be transacted at the annual meeting.
2.3. Special Meetings. Special meetings of the stockholders of the
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corporation for any purpose or purposes may be called at any time by the Board
and shall be called by the President or Secretary at the request in writing of
(i) the Chairman of the Board, (ii) a majority of the Board or (iii)
stockholders owning a majority in voting power of the issued and outstanding
shares of Common Stock of the corporation.
2.4. Stockholder Lists. The officer who has charge of the stock ledger of
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the corporation shall prepare, at least ten (10) days before every meeting of
stockholders, a complete
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list, by class, of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting
during ordinary business hours for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or at the place of
the meeting, and the list shall also be available at the meeting during the
whole time thereof and may be inspected by any stockholder who is present.
2.5. Notice of Meetings. Written notice of each meeting of stockholders,
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whether annual or special, stating the place, date and hour of the meeting, and
in the case of a special meeting, the purpose of such meeting, shall be given to
each stockholder entitled to vote at such meeting not less than ten (10) (or
such other period as may be required under applicable law) nor more than sixty
(60) days before the date of the meeting.
2.6. Quorum and Adjournment. Except as set forth below, the holders of a
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majority in voting interest of capital stock of the corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for holding all meetings of stockholders, except as otherwise provided by
applicable law, these Bylaws or the Certificate of Incorporation.
Notwithstanding the above, holders of a majority of the voting interest of the
corporation's Class A Common Stock, Class B Common Stock or Class C Common
Stock, as the case may be, shall each constitute a quorum for the holding of a
meeting of stockholders of such class(es) for the sole purpose of electing or
removing without cause the director or directors that such class(es) has the
right to elect or to fill a vacancy or a newly created directorship which such
class has a right to fill. If it shall appear that such quorum is not present
or represented at any meeting of stockholders, the Chairman of the meeting shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
(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 meeting.
2.7. Voting. In all matters other than the election of directors, the
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vote of the holders of a majority in voting interest of the capital stock of the
corporation as defined in the corporation's Certificate of Incorporation that
are present in person or represented by proxy at a meeting at which a quorum is
present, shall decide any question brought before such meeting of stockholders,
unless the question is one upon which by express provision of applicable law, of
the Certificate of Incorporation or of these Bylaws a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Each director of the corporation shall be elected
(i) by a plurality of the votes of the shares of the class(es) of stock which
has the right to elect such director, present in person or represented by proxy
at a meeting at which a quorum is present or (ii) by the written consent of the
holders of a majority in voting
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interest of the outstanding shares of such class(es). Each Class A and Class C
stockholder shall be entitled to cast one (1) vote for each share of the capital
stock entitled to vote held by such stockholder upon the matter in question, and
each Class B stockholder shall be entitled to cast ten (10) votes for each share
of the capital stock entitled to vote held by such stockholders. The presiding
officer at a meeting of stockholders, in his or her discretion, may require that
any votes cast at such meeting shall be cast by written ballot.
2.8. Proxies. Each stockholder entitled to vote at a meeting of
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stockholders may authorize another person or persons to act for him or her by
proxy, but no proxy shall be voted or acted upon after three (3) years from its
date, unless the person executing the proxy specifies therein a longer period of
time for which it is to continue in force. A proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary
of the corporation.
2.9. Inspector of Election. The Board shall, if required by law, appoint
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an Inspector or Inspectors of Election for any meeting of stockholders. Such
Inspectors shall decide upon the qualification of the voters and report the
number of shares represented at the meeting and entitled
to vote, shall conduct the voting and accept the votes and when the voting is
completed shall ascertain and report the number of shares voted respectively for
and against each position upon which a vote is taken by ballot. An Inspector
need not be a stockholder, and any officer of the corporation may be an
Inspector on any position other than a vote for or against a proposal in which
he or she shall have a material interest.
2.10. Action Without Meeting. Subject to Section 228 of the Delaware
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General Corporation Law, any action which may be taken at any annual or special
meeting of stockholders 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 holders of outstanding capital stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the corporation by delivery to its
registered office in the State of Delaware (by hand or by certified or
registered mail, return receipt requested), 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. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall, to the extent required by law, be given to those stockholders who
have not consented in writing.
ARTICLE 3.
DIRECTORS
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3.1. Powers. Subject to any limitations set forth in the Certificate of
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Incorporation, the Board shall have the power to manage or direct the management
of the property, business and affairs of the corporation and, except as
expressly limited by law, to exercise all of its corporate powers. Subject to
applicable law, the Board may establish procedures and rules or may authorize
the Chairman of any meeting of stockholders to establish procedures and rules,
for the fair and orderly conduct of any stockholders' meeting, including without
limitation, registration of the stockholders attending the meeting, adoption of
an agenda, establishing the order of business at the meeting, recessing and
adjourning the meeting for the purposes of tabulating any votes and receiving
the result thereof, the timing of the opening and closing of the polls and the
physical layout of the facilities for the meeting.
3.2. Number, Term and Classes. The Board shall consist of not less than
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seven (7) nor more than eleven (11) members, as shall be determined from time to
time by resolution of the Board. Until otherwise determined by such resolution,
the Board shall consist of seven (7) members. Except as provided in the
Certificate of Incorporation, there shall be two (2) classes of directors: Class
A/B Directors and Class C Directors, all of which shall be elected as provided
in the Certificate of Incorporation.
3.3. Qualifications. Directors need not be stockholders, and each
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director shall serve until his or her successor is elected and qualified or
until his or her earlier death, retirement, resignation or removal.
3.4. Vacancies and Newly-Created Directorships. Any vacancy on the Board
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caused by death, resignation or removal or a newly-created directorship may be
filled as provided in the Certificate of Incorporation. A director so elected
to fill a vacancy or newly-created directorship shall serve until his or her
successor is elected and qualified or until his or her earlier death,
retirement, resignation or removal.
3.5. Regular Meetings. Regular meetings of the Board shall be held
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without call or notice at such time and place within or without the State of
Delaware as shall from time to time be fixed by standing resolution of the
Board.
3.6. Special Meetings. Special meetings of the Board may be held at any
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time or place within or without the State of Delaware whenever called by the
Chairman of the Board, a majority of the Board or any Class C Director. Notice
of a special meeting of the Board shall be given to all directors by the person
or persons calling the meeting at least seventy-two (72) hours before the
special meeting.
3.7. Telephonic Meetings. Members of the Board or any committee thereof
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may, and shall be given the opportunity to, participate in a regular or special
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. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
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3.8. Quorum. At all meetings of the Board, a majority of the Entire Board
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(as defined in the Certificate of Incorporation) shall constitute a quorum for
the transaction of business. Except as otherwise set forth in these Bylaws, the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board. Any meeting of the Board may be
adjourned to meet again at a stated day and hour. Notice of any adjourned
meeting need not be given.
3.9. Fees and Expenses. Each director and each member of a committee of
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the Board, shall receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending meetings. Each director and each member
of a committee of the Board, in each case who is neither (i) an owner of more
than a five percent (5%) direct or indirect beneficial interest in the stock of
the corporation (or the spouse, child or other family member of such an owner (a
"Related Person")); (ii) an employee (a) of the corporation, (b) of any direct
or indirect subsidiary of the corporation or (c) of such an owner or Related
Person or an Affiliate (as defined in the Certificate of Incorporation of the
corporation) of such owner or Related Person; nor (iii) any person who controls
any such owner and the spouse, child or other family members of any such person,
shall also receive a fee to be determined by the Board for attending any meeting
of the Board or any such committee (provided that no director shall be entitled
to receive such fee if such director is receiving a fee for attending a meeting
of the Board or any other committee of the corporation held on the same day).
Other than as set forth above, no director or stockholder of the corporation
shall be reimbursed for any expenses incurred by it in its role as an investor
or director.
3.10. Committees. Subject to the Certificate of Incorporation, the Board
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may, by resolution passed by a majority of the Entire Board, designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. At least one Class C Director shall sit on the
compensation and audit committees of the Board, if any. Any such audit or
compensation committee, to the extent provided in a resolution of the Board and
to the extent permitted by law and not inconsistent with the Certificate of
Incorporation, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.
3.11. Action Without Meetings. Unless otherwise restricted by applicable
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law, the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all members of the Board or of such committee,
as the case may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board or committee.
3.12. Super Majority Board Approvals. Without the approval of the Board
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(or where permitted under applicable law, a duly constituted committee of the
Board which includes at least
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one Class C Director) by a vote which includes, in addition to any other
required vote of directors, the affirmative vote of at least one (1) of the
Class C Directors (so long as a Class C Voting Conversion (as defined in the
Certificate of Incorporation) has not occurred) on the Board or such committee,
as the case may be, the corporation shall not directly or through its
subsidiaries engage in any of the following acts or transactions:
(a) create, designate, issue or sell out of treasury any Common
Stock or Preferred Stock of, or other equity interests in, the corporation, any
securities that are convertible into, exchangeable for, or participate in
dividends with, the Common Stock or Preferred Stock of, or other equity
interests in, the corporation, or any options or conversion, exchange or other
rights in respect of the foregoing (other than (i) shares of Common Stock issued
upon conversion of shares of Preferred Stock or as a dividend or distribution on
Preferred Stock, (ii) shares of Common Stock issued to banks, lenders and
equipment lessors in connection with debt financings or equipment leases, (iii)
shares of Common Stock issued for consideration other than cash in connection
with mergers, consolidations, acquisitions of assets and other acquisitions as
approved by the Board, (iv) shares of Common Stock issuable or issued to
officers, directors, employees of, or consultants to, the corporation pursuant
to any equity incentive plan and/or stock option plan of the corporation,
subject to appropriate adjustments for stock splits, stock dividend combinations
or other recapitalizations, (v) shares of Common Stock issued or issuable in the
initial public offering of the corporation or upon exercise of warrants or
rights granted to underwriters in connection with such initial public offering
or (vi) shares of Common Stock issued by way of dividend or other distribution
on shares of Common Stock);
(b) amend this Article 3, Section 3.12 of these Bylaws by action of
the Board;
(c) acquire or dispose of assets in any one transaction or series
of related transactions for a purchase or sale price in excess of $25,000,000;
or
(d) incur debt (other than capitalized lease obligations) as of any
date in an aggregate amount outstanding in excess of (x) the corporation's
EBITDA for the twelve (12) month period ending on the last day of the quarter
preceding such date, multiplied by (y) five (5). For purposes of this
subparagraph (iv), EBITDA means the sum of net income, total depreciation
expense, total amortization expense, interest expense and taxes as determined in
conformity with generally accepted accounting principles; provided, however,
that in the case of debt incurred for the purposes of an acquisition, EBITDA
shall be determined on a pro-forma basis giving effect to such acquisition.
ARTICLE 4.
OFFICERS
4.1. Officers. The corporation shall have a Chairman of the Board, a
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President, one or more Vice Presidents, a Secretary and a Treasurer. The
corporation may also have, at the discretion of the Board, one or more Assistant
Secretaries, one or more Assistant Treasurers and
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such other officers as may be elected or appointed in accordance with the
provisions of Section 4.2 below. Any two or more of such offices may be held by
the same person.
4.2. Election. The officers of the corporation shall be elected annually
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by the Board and, subject to whatever rights an officer may have under a
contract of employment with the corporation, all officers shall serve at the
pleasure of the Board.
4.3. Removal and Resignation. Any officer may be removed, either with or
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without cause, by the Board at any time. Any such removal shall be without
prejudice to the rights, if any, of the officer under any contract of employment
of the officer. Any officer may resign at any time by giving written notice to
the corporation, but without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
4.4. Vacancies. A vacancy in any office because of death, resignation,
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removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular election or appointment to such office.
4.5. Chairman of the Board. The Chairman of the Board shall preside at
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all meetings of the stockholders and of the Board and shall be the Chief
Executive Officer of the corporation unless the President is the Chief Executive
Officer.
4.6. President. The President shall be the Chief Operating Officer of the
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corporation and, if designated by the Board, the Chief Executive Officer of the
corporation. Subject to the control of the Board (and to the Chief Executive
Officer, if the President does not hold such office) and to the powers vested by
the Board in any committee or committees appointed by the Board, the President
shall have general supervision, direction and control of the business and
officers of the corporation. The President shall have the general powers and
duties of management usually vested in the Chief Executive Officer of a
corporation and shall have such other powers and duties as may be prescribed by
the Board or these Bylaws.
4.7. Vice Presidents. In the absence or disability of the President, the
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Vice Presidents, in order of their rank as fixed by the Board, or, if not
ranked, the Vice President designated by the Board shall perform all the duties
of the President and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the President. The Vice Presidents
shall have such other powers and perform such duties as may be prescribed for
them, respectively, from time to time, by the Board, the President or these
Bylaws.
4.8. Secretary. The Secretary shall keep, or cause to be kept, at the
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principal executive office and such other place as the Board may order, a book
of minutes of all meetings of stockholders, the Board and its committees, with
the time and place of holding, whether regular
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or special, and if special, how authorized, the notice thereof given, the names
of those present at Board and committee meetings, the number of shares present
or represented at stockholders' meetings and the proceedings thereof. The
Secretary shall keep, or cause to be kept, a copy of these Bylaws of the
corporation at the principal executive office or business office.
The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, if one
be appointed, a share register or a duplicate share register showing the names
of the stockholders and their addresses, the number and classes of shares held
by each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board and any committees thereof required by these
Bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
4.9. Treasurer. The Treasurer is the Chief Financial Officer of the
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corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation and shall send or cause to be sent to the stockholders of the
corporation such financial statements and reports as are by law or these Bylaws
required to be sent to them. The books of account shall at all times be open to
inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and the directors, whenever
they request it, an account of all transactions as Treasurer and of the
financial condition of the corporation and shall have such other powers and
perform such other duties as may be prescribed by the Board.
ARTICLE 5.
STOCK CERTIFICATES
5.1. Form of Stock Certificate. Every holder of capital stock in the
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corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman of the Board, the President, the Chief
Executive Officer or a 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, her or it in the corporation. Any
or all of the signatures on the certificate may be a facsimile. 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 or she were such officer,
transfer agent or registrar at the date of the issue.
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5.2. Transfers of Stock. Subject to any restrictions on transfer
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applicable thereto, upon surrender to the corporation or a transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
5.3. Lost, Stolen or Destroyed Certificates. The corporation may direct a
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new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to give the corporation a bond in such sum 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.
5.4. Record Date. In order that the corporation may determine the
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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 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 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 and which record date: (i) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting; (ii) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten (10) days from the date
upon which the resolution fixing the record date is adopted by the Board; and
(iii) in the case of any other action, shall not be more than sixty (10) days
prior to such other action. If no record date is fixed: (a) 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; (b) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board is required by law,
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 in
accordance with applicable law, or, if prior action by the Board is required by
law, shall be at the close of business on the day on which the Board adopts the
resolution taking such prior action; and (c) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto. 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 may fix a new record date for the adjourned meeting.
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5.5. Registered Stockholders. The corporation shall be entitled to treat
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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 on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
applicable law.
ARTICLE 6.
NOTICES
6.1. Manner of Notice. Whenever under the provisions of applicable law,
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the Certificate of Incorporation or these Bylaws, notice is required to be given
to any director, committee member, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given, in the case of
stockholders, in writing, by mail, by depositing the same in the post office or
letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such
address as appears on the books of the corporation, and, in the case of
directors, committee members and officers, by telephone, by facsimile or other
electronic transmission, or by recognized delivery service to the last business
address known to the Secretary of the corporation, and such notice shall be
deemed to be given at the time when the same shall be thus mailed, telephoned,
sent via facsimile, transmitted or delivered.
6.2. Waiver of Notice. Whenever any notice is required to be given under
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the provisions of applicable law, the Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE 7.
AMENDMENTS
7.1. Amendments. Subject to the provisions of the Certificate of
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Incorporation, the Board shall have the power to make, adopt, alter, amend and
repeal from time to time these Bylaws, subject to the right of the stockholders
entitled to vote with respect thereto to adopt, alter, amend and repeal Bylaws
made by the Board, provided no amendment made by the Board may adversely affect
the rights accorded to the holders of the Class B Common Stock or the Class C
Common Stock which affects such class differently from the other classes of
Common Stock of the corporation without the consent of a majority of the Class
A/B Directors or a majority of the Class C Directors (unless a Class C Voting
Conversion has occurred), as the case may be.
ARTICLE 8.
GENERAL PROVISIONS
8.1. Fiscal Year. The fiscal year of the corporation shall be determined
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by resolution of the Board.
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8.2. Seal. The corporate seal shall have the name of the corporation
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inscribed thereon and shall be in such form as may be approved from time to time
by the Board.
8.3. Waiver of Notice of Meetings of Stockholders, Directors and
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Committees. Any written waiver of notice, signed by the person entitled to
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notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.
8.4. Form of Records. Any records maintained by the corporation in the
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regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time.
8.5. Representation of Shares of Other Corporations. The Chief Executive
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Officer or any other officer or officers authorized by the Board are each
authorized to vote, represent and exercise on behalf of the corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person authorized
so to do by proxy or power of attorney duly executed by said officer.
8.6. Dividends. Dividends upon the capital stock of the corporation,
---------
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
8.7. Checks. All checks or demands for money and notes of the corporation
------
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.
8.8. Loans to Officers. The corporation may lend money to, or guarantee
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any obligation of, or otherwise assist any officer or other employee of the
corporation or of its
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<PAGE>
subsidiaries, including any officer or employee who is a director of the
corporation or its subsidiaries, whenever, in the judgment of the Board, such
loan, guarantee or assistance may reasonably be expected to benefit the
corporation. The loan, guarantee or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the corporation at common law or under any
statute.
8.9. Inspection of Books and Records. Any stockholder of record, in
-------------------------------
person or by attorney or other agent, shall, upon written demand upon oath
stating the purpose thereof, have the right during the usual hours of business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at its
registered office in the State of Delaware or at its principal place of
business.
8.10. Section Headings. Section headings in these bylaws are for
----------------
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
8.11. Inconsistent Provisions. In the event that any provision of these
-----------------------
bylaws is or becomes inconsistent with any provision of the Certificate of
Incorporation, the Delaware General Corporation Law or any other applicable law,
the provision of these bylaws shall not be given any effect to the extent of
such inconsistency but shall otherwise be given full force and effect.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
CERTIFICATE OF SECRETARY
OF
ENTRAVISION COMMUNICATIONS CORPORATION
The undersigned, Walter F. Ulloa, hereby certifies that he the duly elected
and acting Secretary of Entravision Communications Corporation, a Delaware
corporation (the "Company"), and that the First Amended and Restated Bylaws
attached hereto constitute the First Amended and Restated Bylaws of the Company
as duly adopted by the Board of Directors of the Company by unanimous written
consent effective as of July 24, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name as of
this 24th day of July, 2000.
/s/ Walter F. Ulloa
---------------------------------------------
Walter F. Ulloa, Secretary
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