Exhibit 3.4
Bylaws (Avalon Media Group, Inc)
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BYLAWS
OF
AVALON MEDIA GROUP, INC.
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ARTICLE 1
SHAREHOLDERS
Section 1. PLACE AND TIME FOR ANNUAL MEETING. - The annual meeting of
the shareholders shall be held at the principal office of the Corporation in
Chattanooga, Tennessee unless otherwise agreed upon by the shareholders or
specified in the appropriate notice. The meeting shall be held during the month
in which the Corporation's fiscal year ends or at such time as the shareholders
shall provide by resolution. The annual meeting shall be held for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. Failure to elect the Board of Directors at the annual
meeting shall not cause a dissolution of the Corporation, but the Directors
thereof shall continue to hold office until their successors are elected and
qualified. A special meeting for the purpose of holding such election shall be
called as soon thereafter as convenient.
Section 2. SPECIAL MEETING. - Special meetings ("Special Meetings")
of the shareholders, for any purpose unless otherwise prescribed by statute, may
be held at the principal office of the Corporation in Chattanooga, Tennessee
unless otherwise agreed upon by the shareholders or specified in the appropriate
notice, and may be called by the President or by the Board of Directors or upon
demand of the holders of at least ten percent (10%) of all votes entitled to be
cast on any issue proposed to be considered at the proposed Special Meeting as
provided by law.
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Section 3. NOTICE OF MEETING. - Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes of the meeting, shall be delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting, either personally
or by mail, to each shareholder of record entitled to vote at such meeting. Such
notice may be by mail, telegram, or electronic transmission. If mailed, such
notice shall be deemed effective when deposited in the United States mail,
addressed to the shareholder at the address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. If notice is given by
telegram, such notice shall be deemed effective when the telegram is delivered
to the telegraph company. Notice may be waived in writing and signed by the
shareholder entitled to such notice, where not otherwise provided by law.
Notwithstanding the provisions of this Section 3, the stock or bonded
indebtedness of the Corporation shall not be increased at a meeting unless
notice of such meeting shall have been given as may be required by Section 234
of the Constitution of Alabama as the same may be amended from time to time.
Section 4. FIXING RECORD DATE. - For the purpose of determining a
record date for the shareholders entitled to notice of a shareholders' meeting,
to demand a special meeting, to vote or to take any other action, the Board of
Directors of the Corporation may fix a date as the record date not more than
seventy (70) days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders or receive a
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distribution of cash or other property, the day before the first notice is
delivered or the date on which the resolution of the Board of Directors
authorizing such distribution, as the case may be, shall be the record date for
such determination of shareholders.
Section 5. SHAREHOLDERS' LIST FOR MEETING. - The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make, at least two (2) business days after notice of a meeting of shareholders
is effective, a complete alphabetical list of the shareholders entitled to vote
at such meeting or any adjournment thereof, arranged by voting group (and within
each voting group by class or series of shares) with the address of and the
number of shares held by each. Such list shall be kept on file at the principal
office of the Corporation beginning two business days after notice of the
meeting is given for which the list was prepared and shall be subject to
copying, at the expense of the shareholder, and available for inspection by any
shareholder making written request therefor at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting or any adjournment and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
records shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer records or to vote at any meeting of shareholders.
Section 6. QUORUM. - A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders, or a quorum may consist of
such greater or lesser percentage as may be fixed by an amendment to these
Bylaws, but in no event shall a quorum consist of less than one-third of the
shares entitled to vote at the meeting. No business may be transacted without a
quorum. Any business may be transacted at any meeting of the shareholders at
which a quorum is present, except
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that no business at a special meeting of shareholders shall be transacted unless
notice thereof is given as required by the provisions of Section 3 of Article I
hereof. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, provided, however, that pursuant to
Section 237 of the Constitution of Alabama, the Corporation shall have no
authority to issue any class or preferred shares without the consent of the
owners of two-thirds of all of the shares of the Corporation.
Section 7. PROXIES. - A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. The proxy shall be voted only for the meeting specified in
said proxy and in no event shall a proxy be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy. A proxy is
revocable at the pleasure of the shareholder executing it and is revocable by
the transfer of shares by the shareholder executing it.
Section 8. VOTING OF SHARES. - Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares are limited or denied by statute, by the Articles of Incorporation of the
Corporation or any amendments thereto, or by the certificate representing such
shares.
Section 9. UNANIMOUS CONSENT. - Any action required or permitted to
be taken at any meeting of the shareholders may be taken without a meeting, if
evidenced by one or more written consents describing the action taken, and
signed by all the shareholders entitled to vote on the action. Such consent
shall have the same effect as a unanimous vote of shareholders and shall be
effective when the last shareholder entitled to vote signs such consent.
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ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. - The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. - The number of
Directors constituting the Board of Directors shall be fixed by the shareholders
at their annual meeting, or at any Special Meeting called for that purpose, and
such number so fixed shall continue to be the number of Directors until changed
by the shareholders, pursuant to this Section 2 of Article II. The Board of
Directors shall be elected annually by the shareholders at their annual meeting,
or at a Special Meeting, and shall hold office at the pleasure of the
shareholders and until respective successors are elected. Directors need not be
residents of the State of Alabama or shareholders of the Corporation.
Section 3. REGULAR MEETING. - The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 4. SPECIAL MEETINGS. - Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors.
Section 5. NOTICE. - Notice of Special Meetings shall be given not
less than two (2) days in advance of said meeting. Such notice may be may mail,
telegram, telephone, electronic transmission, or may be oral. If mailed, such
notice shall be deemed effective when deposited in the United States mail so
addressed, with postage thereon pre-paid. If notice is given by telegram, such
notice shall be deemed effective when the telegram is delivered to the telegraph
company. Oral
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notice is effective when communicated in a comprehensive manner. Any Director
may waive notice of any meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. The business to be
transacted, or the purpose of, any regular or special meeting of the Board of
Directors need not be specified in the notice or waiver of notice of such
meeting.
Section 6. QUORUM. - A majority of the Board of Directors shall
constitute a quorum for the transaction of business. The act of a majority of
the Directors when a vote is taken at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 7. RESIGNATION AND REMOVAL. - Any vacancy occurring in the
Board of Directors may be filled for the unexpired term by the remaining
Directors or by the shareholders at any meeting of the Board of Directors or the
shareholders. Any directorship to be filled by reason of an increase in the
number of Directors shall be filled by election at an annual or special meeting
of the shareholders called for that purpose. The shareholders may remove any
Director or the entire Board of Directors, with or without cause, at a meeting
of the shareholders expressly called for that purpose, by a vote of the holders
of a majority of the shares present at said meeting and entitled to vote at an
election of Directors.
Section 8. COMPENSATION. - By resolution of the Board of Directors,
the Directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as a Director. No such
payment shall preclude any Director from serving the Corporation in any other
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capacity and receiving compensation therefor. The Board of Directors shall fix
the compensation of the officers of the Corporation.
Section 9. COMMITTEES. - The Board of Directors shall have power, by
resolution or resolutions passed by a majority of the Directors in office when
the action is taken, to designate one or more committees, each committee to
consist of one or more Directors of the Corporation, which to the extent
provided in the resolutions shall have and may, during the intervals between the
meetings of the Board, exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution of the Board of Directors. All provisions of these bylaws which
govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors, apply to committees
and their members as well.
Section 10. UNANIMOUS CONSENT. - Any action required or permitted to
be taken at any meeting of the Board of Directors, or of a committee thereof,
may be taken without a meeting, if evidenced by one or more written consents
describing the action taken, and signed by all of the Directors, or all of the
members of a committee, as the case may be. Such consent shall have the same
effect as a unanimous vote of the Board of Directors. Action taken under this
section is effective when the last director signs the consent, unless the
consent specifies a different effective date.
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ARTICLE III
OFFICERS
Section 1. NUMBER. - The officers of the Corporation shall be a
President and a Secretary, both of whom shall be appointed by the Board of
Directors. One or more Vice Presidents, a Treasurer and such other officers and
assistant officers as may be deemed necessary may be appointed by the Board of
Directors. Any number of offices may be held by the same person.
Section 2. APPOINTMENT AND TERM OF OFFICE. - The officers of the
Corporation shall be appointed annually by the Board of Directors at the regular
meeting of the Board held pursuant to Article II, Section 3, of these Bylaws.
Such officers shall hold office at the pleasure of the Board of Directors and
until their successors are appointed. In its discretion, the Board of Directors
by a vote of a majority thereof may leave unfilled for such period as it may fix
by resolution any offices except those of President and Secretary.
Section 3. RESIGNATION AND REMOVAL. - Vacancies in any office arising
from any cause may be filled by the Board of Directors at any regular or special
meeting. The Board of Directors may remove any officer, with or without cause,
at any time by an affirmative vote of a majority of the Board.
Section 4. PRESIDENT. - The President shall be the principal
executive officer of the Corporation and shall have in his charge the general
direction and promotion of its affairs with authority to do such acts and to
make such contracts as are necessary or proper to carry on the business of the
Corporation. He shall preside over all official meetings of the Corporation,
provided no one has been specifically elected to the office of Chairman of the
Board, and shall also perform those duties which usually devolve upon a
president of a corporation under the laws of the State of
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Alabama. The President may, during the absence of any officer, delegate said
officer's duties to any other officer or Director.
Section 5. VICE-PRESIDENT. - The Vice-President, in the absence or
disability of the President, shall perform the duties of the President and shall
perform such other duties as may be delegated to him from time to time by the
Board of Directors or by the President.
Section 6. SECRETARY. - The Secretary shall issue notices of all
meetings of shareholders and all meetings of the Board of Directors, shall keep
the minutes of all such meetings, shall have charge of the seal of the
Corporation, shall serve as custodian for all corporate records, and shall make
such reports and perform such duties as are incident to his office or which may
be delegated to him by the President or Board of Directors.
Section 7. TREASURER. - The Treasurer shall render to the President
and Board of Directors at such times as may be requested an account of all
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall perform such other duties as are incident to the office or as
may be delegated to that office by the President or by the Board of Directors.
Section 8. SALARIES. - The salaries of the officers may be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director or
shareholder of the Corporation.
ARTICLE IV
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. - The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name
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of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.
Section 2. LOANS. - No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. - All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. DEPOSITS. - All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES. - Ownership of the capital shares of the
Corporation shall be represented by certificates, in such form as shall be
determined by the Board of Directors. Each certificate shall be signed by two of
the officers of the Corporation and may be sealed with the seal of the
Corporation or a facsimile thereof. A record of such certificates shall be kept.
Section 2. CANCELLATION. - All certificates transferred on the books
of the Corporation shall be surrendered and cancelled. No new certificates shall
be issued until the former certificate, or certificates, for the same number of
shares have been surrendered and cancelled, except
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in case of lost or destroyed certificates, when new certificates therefor may be
issued under such conditions as the Board of Directors may prescribe.
Section 3. TRANSFER OF SHARES. - Transfer of shares of the
Corporation shall be made only on the stock transfer books of the Corporation by
the holder of record thereof or by his legal representatives, who shall furnish
proper evidence of their authority in writing, upon the surrender for
cancellation of the certificate for such shares.
ARTICLE VI
DISTRIBUTION TO SHAREHOLDERS AND SHARE DIVIDENDS
The Board of Directors may from time to time authorize, and the
Corporation may make distributions of money or other property (except its own
shares) to or for the benefit of the shareholders in respect of its outstanding
shares in the manner and upon the terms and conditions provided by law and by
the Articles of Incorporation of the Corporation or any amendments thereto. The
Board of Directors may also issue share dividends to the shareholders of the
Corporation pro rata and without consideration to the Corporation's shareholders
of one or more classes or series; however, shares of one class or series may not
be issued as a share dividend in respect of shares of another class or series
unless (1) the Articles of Incorporation so authorize, (2) a majority of the
votes entitled to be cast by the class or series to be issued approve the
issuance, or (3) there are no outstanding shares of the class or series to be
issued.
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ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors, unless the Articles of Incorporation reserves
the power exclusively to the shareholders in whole or in part, or by the
shareholders at any regular or special meeting of the Board of Directors or
shareholders. However, the Board of Directors may not alter, amend or repeal
Section 6 of Article I establishing what constitutes a quorum at shareholders'
meetings, amendment of which shall require the affirmative vote of a majority of
the stock issued and outstanding and entitled to vote at any annual meeting of
the shareholders or at any special meeting of the shareholders if notice of the
proposed alteration or repeal be contained in the notice of such special
meeting.
ARTICLE VIII
MISCELLANEOUS
In the event the Board of Directors shall consist of only one Director,
then all references to more than one Director or a majority of Directors shall
be inapplicable, such references in such events being deemed to refer to the
sole Director. In the event there is only one shareholder of the Corporation,
then all references to more than one shareholder or a majority of shareholders
shall be inapplicable, such references in such events being deemed to refer to
the sole shareholder. In the event there shall be only one shareholder who shall
be the sole Director of the Corporation, then upon the death of such
shareholder, the personal representatives of the estate of such deceased
shareholder shall elect a successor Director.
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In the event the Board of Directors shall consist of only two
Directors, then all references in these Bylaws to a majority of the Directors
shall be inapplicable.
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