<PAGE> 1
As filed with the Securities and Exchange Commission on July 30, 1998
Registration Statement No. 333-59641
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 4832 59-3212788
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
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SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(561) 659-4122
(Address, including zip code, and telephone number,
including area code, of registrants'
principal executive offices)
---------------------
ANTHONY L. MORRISON, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(561) 659-4122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
DAVID L. PERRY, JR., ESQ.
HOLLAND & KNIGHT LLP
625 N. FLAGLER DRIVE, SUITE 700
WEST PALM BEACH, FLORIDA 33401
PHONE: (561) 833-2000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Bylaws contain provisions
limiting the personal liability of its directors for monetary damages resulting
from breaches of their duty of care to the extent permitted by Section 102(b)(7)
of the Delaware General Corporation Law. The Company's Certificate of
Incorporation and Bylaws also contain provisions making indemnification of the
Company's directors and officers mandatory to the fullest extent permitted by
the Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and require
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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EXHIBIT NO. DESCRIPTION
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3.1.1 -- Certificate of Incorporation of the Company(2)
3.1.2 -- Bylaws of the Company(5)
3.2.1 -- Certificate of Designation of the Company's Junior
Cumulative Compounding Redeemable Preferred Stock(2)
3.2.2 -- Certificate of Designation of the Company's 12 1/2%
Cumulative Exchangeable Preferred Stock(5)
3.2.3 -- Certificate of Designation of the Company's original 13 1/4%
Cumulative Junior Exchangeable Preferred Stock*
3.2.4 -- Certificate of Designation of the Company's 9 3/4% Series A
Convertible Preferred Stock*
3.2.5 -- Certificate of Designation of the Company's new 13 1/4%
Cumulative Junior Exchangeable Preferred Stock
3.3.1 -- Articles of Incorporation of Paxson Communications
Management Company(4)
3.3.2 -- Bylaws of Paxson Communications Management Company(4)
3.4.1 -- Articles of Incorporation of Excel Marketing Enterprises,
Inc.(4)
3.4.2 -- Bylaws of Excel Marketing Enterprises, Inc.(4)
3.5.1 -- Articles of Incorporation of Paxson Communications
Television, Inc.(4)
3.5.2 -- Bylaws of Paxson Communications Television, Inc.(4)
3.6.1 -- Articles of Incorporation of Paxson Communications of
Atlanta-14, Inc.(4)
3.6.2 -- Bylaws of Paxson Communications of Atlanta-14, Inc.(4)
3.7.1 -- Articles of Incorporation of Paxson Atlanta License, Inc.(4)
3.7.2 -- Bylaws of Paxson Atlanta License, Inc.(4)
3.8.1 -- Articles of Incorporation of Paxson Communications of
Boston-60, Inc.(4)
3.8.2 -- Bylaws of Paxson Communications of Boston-60, Inc.(4)
3.9.1 -- Articles of Incorporation of Paxson Boston License, Inc.(4)
3.9.1 -- Bylaws of Paxson Boston License, Inc.(4)
3.10.1 -- Articles of Incorporation of Paxson Communications of
Dallas-68, Inc.(4)
3.10.2 -- Bylaws of Paxson Communications of Dallas-68, Inc.(4)
3.11.1 -- Articles of Incorporation of Paxson Dallas License, Inc.(4)
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EXHIBIT NO. DESCRIPTION
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3.11.2 -- Bylaws of Paxson Dallas License, Inc.(4)
3.12.1 -- Articles of Incorporation of Paxson Communications of New
London-26, Inc.(4)
3.12.2 -- Bylaws of Paxson Communications of New London-26, Inc.(4)
3.13.1 -- Articles of Incorporation of Paxson Communications of
Philadelphia-61, Inc.(4)
3.13.2 -- Bylaws of Paxson Communications of Philadelphia-61, Inc.(4)
3.14.1 -- Articles of Incorporation of Paxson Philadelphia License,
Inc.(4)
3.14.2 -- Bylaws of Paxson Philadelphia License, Inc.(4)
3.15.1 -- Articles of Incorporation of Paxson Communications of
Miami-35, Inc.(4)
3.15.2 -- Bylaws of Paxson Communications of Miami-35, Inc.(4)
3.16.1 -- Articles of Incorporation of Paxson Communications of San
Jose-65, Inc.(4)
3.16.2 -- Bylaws of Paxson Communications of San Jose-65, Inc.(4)
3.17.1 -- Articles of Incorporation of Paxson San Jose License,
Inc.(4)
3.17.2 -- Bylaws of Paxson San Jose License, Inc.(4)
3.18.1 -- Articles of Incorporation of Paxson Communications of
Tampa-66, Inc.(4)
3.18.2 -- Bylaws of Paxson Communications of Tampa-66, Inc.(4)
3.19.1 -- Articles of Incorporation of Paxson Communications of Los
Angeles-30, Inc.(4)
3.19.2 -- Bylaws of Paxson Communications of Los Angeles-30, Inc.(4)
3.20.1 -- Articles of Incorporation of Paxson Los Angeles License,
Inc.(4)
3.20.2 -- Bylaws of Paxson Los Angeles License, Inc.(4)
3.21.1 -- Articles of Incorporation of Paxson Communications of
Minneapolis-41, Inc.(4)
3.21.2 -- Bylaws of Paxson Communications of Minneapolis-41, Inc.(4)
3.22.1 -- Articles of Incorporation of Paxson Communications of St.
Louis-13, Inc.(4)
3.22.2 -- Bylaws of Paxson Communications of St. Louis-13, Inc.(4)
3.23.1 -- Articles of Incorporation of Paxson Minneapolis License,
Inc.(4)
3.23.2 -- Bylaws of Paxson Minneapolis License, Inc.(4)
3.24.1 -- Articles of Incorporation of Paxson Communications of
Orlando-56, Inc.(4)
3.24.2 -- Bylaws of Paxson Communications of Orlando-56, Inc.(4)
3.25.1 -- Articles of Incorporation of Paxson Communications of
Houston-49, Inc.(4)
3.25.2 -- Bylaws of Paxson Communications of Houston-49, Inc.(4)
3.26.1 -- Articles of Incorporation of Paxson Houston License, Inc.(4)
3.26.2 -- Bylaws of Paxson Houston License, Inc.(4)
3.27.1 -- Certificate of Incorporation of Infomall TV Network, Inc.(4)
3.27.2 -- Bylaws of Infomall TV Network, Inc.(4)
3.28.1 -- Articles of Incorporation of Paxson Communications of
Cleveland-67, Inc.(4)
3.28.2 -- Bylaws of Paxson Communications of Cleveland-67, Inc.(4)
3.29.1 -- Articles of Incorporation of Paxson Communications of
Washington-60, Inc.(4)
3.29.2 -- Bylaws of Paxson Communications of Washington-60, Inc.(4)
3.30.1 -- Articles of Incorporation of Paxson Washington License,
Inc.(4)
3.30.2 -- Bylaws of Paxson Washington License, Inc.(4)
3.31.1 -- Articles of Incorporation of Paxson Communications of
Phoenix-13, Inc.(4)
3.31.2 -- Bylaws of Paxson Communications of Phoenix-13, Inc.(4)
3.32.1 -- Articles of Incorporation of Paxson Phoenix License, Inc.(4)
3.32.2 -- Bylaws of Paxson Phoenix License, Inc.(4)
3.33.1 -- Articles of Incorporation of Infomall Los Angeles, Inc.(4)
3.33.2 -- Bylaws of Infomall Los Angeles, Inc.(4)
3.34.1 -- Articles of Incorporation of Paxson Communications of
Milwaukee-55, Inc.(4)
3.34.2 -- Bylaws of Paxson Communications of Milwaukee-55, Inc.(4)
3.35.1 -- Articles of Incorporation of Paxson Communications of
Denver-59, Inc.(4)
3.35.2 -- Bylaws of Paxson Communications of Denver-59, Inc.(4)
3.36.1 -- Articles of Incorporation of Paxson Communications of New
York-43, Inc.(4)
3.36.2 -- Bylaws of Paxson Communications of New York-43, Inc.(4)
3.37.1 -- Articles of Incorporation of Paxson New York License,
Inc.(4)
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EXHIBIT NO. DESCRIPTION
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3.37.2 -- Bylaws of Paxson New York License, Inc.(4)
3.38.1 -- Articles of Incorporation of Paxson Communications of
Akron-23, Inc.(4)
3.38.2 -- Bylaws of Paxson Communications of Akron-23, Inc.(4)
3.39.1 -- Articles of Incorporation of Paxson Akron License, Inc.(4)
3.39.2 -- Bylaws of Paxson Akron License, Inc.(4)
3.40.1 -- Articles of Incorporation of Paxson Communications of
Dayton-26, Inc.(4)
3.40.2 -- Bylaws of Paxson Communications of Dayton-26, Inc.(4)
3.41.1 -- Articles of Incorporation of Paxson Communications of San
Juan, Inc.(7)
3.41.2 -- Bylaws of Paxson Communications of San Juan, Inc.(7)
3.42.1 -- Articles of Incorporation of Paxson Communications of Battle
Creek-43, Inc.(7)
3.42.2 -- Bylaws of Paxson Communications of Battle Creek-43, Inc.(7)
3.43.1 -- Articles of Incorporation of Paxson Communications of
Albany-55, Inc.(7)
3.43.2 -- Bylaws of Paxson Communications of Albany-55, Inc.(7)
3.44.1 -- Articles of Incorporation of Paxson Albany License, Inc.(7)
3.44.2 -- Bylaws of Paxson Albany License, Inc.(7)
3.45.1 -- Articles of Incorporation of Paxson Communications of
Raleigh Durham-47, Inc.(7)
3.45.2 -- Bylaws of Paxson Communications of Raleigh Durham-47,
Inc.(7)
3.46.1 -- Articles of Incorporation of Paxson Communications L.P.T.V.,
Inc.(7)
3.46.2 -- Bylaws of Paxson Communications L.P.T.V., Inc.(7)
3.47.1 -- Articles of Incorporation of Paxson Dayton License, Inc.(7)
3.47.2 -- Bylaws of Paxson Dayton License, Inc.(7)
3.48.1 -- Articles of Incorporation of Paxson Denver License, Inc.(7)
3.48.2 -- Bylaws of Paxson Denver License, Inc.(7)
3.49.1 -- Articles of Incorporation of Paxson Communications of
Providence-69, Inc.(7)
3.49.2 -- Bylaws of Paxson Communications of Providence-69, Inc.(7)
3.50.1 -- Articles of Incorporation of Paxson Communications of
Greensboro-16, Inc.(7)
3.50.2 -- Bylaws of Paxson Communications of Greensboro-16, Inc.(7)
3.51.1 -- Articles of Incorporation of Paxson Greensboro License,
Inc.(7)
3.51.2 -- Bylaws of Paxson Greensboro License, Inc.(7)
3.52.1 -- Articles of Incorporation of Paxson Communications of
Tulsa-44, Inc.(7)
3.52.2 -- Bylaws of Paxson Communications of Tulsa-44, Inc.(7)
3.53.1 -- Articles of Incorporation of Paxson Sports Ventures
Company(7)
3.53.2 -- Bylaws of Paxson Sports Ventures Company(7)
3.54.1 -- Articles of Incorporation of PCC Direct, Inc.(7)
3.54.2 -- Bylaws of PCC Direct, Inc.(7)
3.55.1 -- Articles of Incorporation of Paxson Communications of
Oklahoma City-62, Inc.(7)
3.55.2 -- Bylaws of Paxson Communications of Oklahoma City-62, Inc.(7)
3.56.1 -- Articles of Incorporation of Paxson Communications of
Sacramento-29, Inc.(7)
3.56.2 -- Bylaws of Paxson Communications of Sacramento-29, Inc.(7)
3.57.1 -- Articles of Incorporation of Paxson Sacramento License,
Inc.(7)
3.57.2 -- Bylaws of Paxson Sacramento License, Inc.(7)
3.58.1 -- Articles of Incorporation of Paxson Communications of
Seattle-33, Inc.(7)
3.58.2 -- Bylaws of Paxson Communications of Seattle-33, Inc.(7)
3.59.1 -- Articles of Incorporation of Paxson Seattle License, Inc.(7)
3.59.2 -- Bylaws of Paxson Seattle License, Inc.(7)
3.60.1 -- Articles of Incorporation of Paxson Communications of
Boston-46, Inc.(7)
3.60.2 -- Bylaws of Paxson Communications of Boston-46, Inc.(7)
3.61.1 -- Articles of Incorporation of Paxson Communications of Little
Rock-42, Inc.(7)
3.61.2 -- Bylaws of Paxson Communications of Little Rock-42, Inc.(7)
3.62.1 -- Articles of Incorporation of Paxson Little Rock License,
Inc.(7)
3.62.2 -- Bylaws of Paxson Little Rock License, Inc.(7)
3.63.1 -- Articles of Incorporation of Paxson Communications of
Phoenix-51, Inc.(7)
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EXHIBIT NO. DESCRIPTION
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3.63.2 -- Bylaws of Paxson Communications of Phoenix-51, Inc.(7)
3.64.1 -- Articles of Incorporation of Paxson Communications of
Birmingham-44, Inc.(7)
3.64.2 -- Bylaws of Paxson Communications of Birmingham-44, Inc.(7)
3.65.1 -- Articles of Incorporation of Paxson Birmingham License,
Inc.(7)
3.65.2 -- Bylaws of Paxson Birmingham License, Inc.(7)
3.66.1 -- Articles of Incorporation of Paxson Sports of Miami, Inc.(7)
3.66.2 -- Bylaws of Paxson Sports of Miami, Inc.(7)
3.67.1 -- Articles of Incorporation of Paxson Communications of Salt
Lake City-30, Inc.
3.67.2 -- Bylaws of Paxson Communications of Salt Lake City-30, Inc.
3.68.1 -- Articles of Incorporation of Paxson Salt Lake City License,
Inc.
3.68.2 -- Bylaws of Paxson Salt Lake City License, Inc.
3.69.1 -- Articles of Incorporation of Paxson Oklahoma City License,
Inc.
3.69.2 -- Bylaws of Paxson Oklahoma City License, Inc.
3.70.1 -- Articles of Incorporation of Paxson Communications of
Washington-66, Inc.
3.70.2 -- Bylaws of Paxson Communications of Washington-66, Inc.
3.71.1 -- Articles of Incorporation of Paxson Communications of
Scranton-64, Inc.
3.71.2 -- Bylaws of Paxson Communications of Scranton-64, Inc.
3.72.1 -- Articles of Incorporation of Paxson Scranton License, Inc.
3.72.2 -- Bylaws of Paxson Scranton License, Inc.
3.73.1 -- Articles of Incorporation of Paxson Communications of Kansas
City-50, Inc.
3.73.2 -- Bylaws of Paxson Communications of Kansas City-50, Inc.
3.74.1 -- Articles of Incorporation of Paxson Milwaukee License, Inc.
3.74.2 -- Bylaws of Paxson Milwaukee License, Inc.
3.75.1 -- Articles of Incorporation of Paxson Communications of
Hartford-18, Inc.
3.75.2 -- Bylaws of Paxson Communications of Hartford-18, Inc.
3.76.1 -- Articles of Incorporation of Paxson Communications of
Pittsburgh-40, Inc.
3.76.2 -- Bylaws of Paxson Communications of Pittsburgh-40, Inc.
3.77.1 -- Articles of Incorporation of Paxson Communications of
Detroit-31, Inc.
3.77.2 -- Bylaws of Paxson Communications of Detroit-31, Inc.
3.78.1 -- Articles of Incorporation of Paxson Detroit License, Inc.
3.78.2 -- Bylaws of Paxson Detroit License, Inc.
3.79.1 -- Articles of Incorporation of Paxson Pittsburgh License, Inc.
3.79.2 -- Bylaws of Paxson Pittsburgh License, Inc.
3.80.1 -- Articles of Incorporation of Paxson Communications of
Roanoke-38, Inc.
3.80.2 -- Bylaws of Paxson Communications of Roanoke-38, Inc.
3.81.1 -- Articles of Incorporation of Paxson Roanoke License, Inc.
3.81.2 -- Bylaws of Paxson Roanoke License, Inc.
3.82.1 -- Articles of Incorporation of Paxson Communications of
Fresno-61, Inc.
3.82.2 -- Bylaws of Paxson Communications of Fresno-61, Inc.
3.83.1 -- Articles of Incorporation of Paxson Fresno License, Inc.
3.83.2 -- Bylaws of Paxson Fresno License, Inc.
3.84.1 -- Articles of Incorporation of Paxson Communications of
Nashville-28, Inc.
3.84.2 -- Bylaws of Paxson Communications of Nashville-28, Inc.
3.85.1 -- Articles of Incorporation of Paxson Tennessee License, Inc.
3.85.2 -- Bylaws of Paxson Tennessee License, Inc.
3.86.1 -- Articles of Incorporation of Paxson Communications of Cedar
Rapids-48, Inc.
3.86.2 -- Bylaws of Paxson Communications of Cedar Rapids-48, Inc.
3.87.1 -- Articles of Incorporation of Paxson Cedar Rapids License,
Inc.
3.87.2 -- Bylaws of Paxson Cedar Rapids License, Inc.
3.88.1 -- Articles of Incorporation of Paxson Communications of
Buffalo-51, Inc.
3.88.2 -- Bylaws of Paxson Communications of Buffalo-51, Inc.
3.89.1 -- Articles of Incorporation of Paxson Buffalo License, Inc.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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3.89.2 -- Bylaws of Paxson Buffalo License, Inc.
3.90 1 -- Articles of Incorporation of Paxson Communications of Green
Bay-14, Inc.
3.90.2 -- Bylaws of Paxson Communications of Green Bay-14, Inc.
3.91.1 -- Articles of Incorporation of Paxson Green Bay License, Inc.
3.91.2 -- Bylaws of Paxson Green Bay License, Inc.
3.92.1 -- Articles of Incorporation of Paxson Communications of
Tucson-46, Inc.
3.92.2 -- Bylaws of Paxson Communications of Tucson-46, Inc.
3.93.1 -- Articles of Incorporation of Paxson Tucson License, Inc.
3.93.2 -- Bylaws of Paxson Tucson License, Inc.
3.94.1 -- Articles of Incorporation of Paxson Communications of New
York-31, Inc.
3.94.2 -- Bylaws of Paxson Communications of New York-31, Inc.
3.95.1 -- Articles of Incorporation of Paxson Miami-35 License, Inc.
3.95.2 -- Bylaws of Paxson Miami-35 License, Inc.
3.96.1 -- Articles of Incorporation of Paxson Tampa-66 License, Inc.
3.96.2 -- Bylaws of Paxson Tampa-66 License, Inc.
3.97.1 -- Articles of Incorporation of Paxson Communications of
Hawaii-66, Inc.
3.97.2 -- Bylaws of Paxson Communications of Hawaii-66, Inc.
3.98.1 -- Articles of Incorporation of Paxson Hawaii License, Inc.
3.98.2 -- Bylaws of Paxson Hawaii License, Inc.
3.99.1 -- Articles of Incorporation of Paxson Communications of Los
Angeles-63, Inc.
3.99.2 -- Bylaws of Paxson Communications of Los Angeles-63, Inc.
3.100.1 -- Articles of Incorporation of Paxson Communications of
Albuquerque-14, Inc.
3.100.2 -- Bylaws of Paxson Communications of Albuquerque-14, Inc.
3.101.1 -- Articles of Incorporation of Paxson Communications of
Fayetteville-62, Inc.
3.101.2 -- Bylaws of Paxson Communications of Fayetteville-62, Inc.
3.102.1 -- Articles of Incorporation of Paxson Fayetteville License,
Inc.
3.102.2 -- Bylaws of Paxson Fayetteville License, Inc.
3.103.1 -- Operating Agreement of Ocean State Television L.L.C.
3.103.2 -- Certificate of Organization of Ocean State Television L.L.C.
3.104.1 -- Articles of Incorporation of United Broadcast Group II, Inc.
3.104.2 -- Bylaws of United Broadcast Group II, Inc.
3.105.1 -- Articles of Incorporation of Paxson Communications of
Charleston-29, Inc.
3.105.2 -- Bylaws of Paxson Communications of Charleston-29, Inc.
3.106.1 -- Articles of Incorporation of Paxson Charleston License, Inc.
3.106.2 -- Bylaws of Paxson Charleston License, Inc.
3.107.1 -- Articles of Incorporation of Jetstar Development, Inc.
3.107.2 -- Bylaws of Jetstar Development, Inc.
3.108.1 -- Certificate of Incorporation of Pax Net, Inc.
3.108.2 -- Bylaws of Pax Net, Inc.
3.109.1 -- Articles of Incorporation of Paxson Television Productions,
Inc.
3.109.2 -- Bylaws of Paxson Television Productions, Inc.
3.110.1 -- Articles of Incorporation of Paxson Communications of
Syracuse-56, Inc.
3.110.2 -- Bylaws of Paxson Communications of Syracuse-56, Inc.
3.111.1 -- Articles of Incorporation of Paxson Syracuse License, Inc.
3.111.2 -- Bylaws of Paxson Syracuse License, Inc.
3.112.1 -- Articles of Incorporation of Paxson Communications of
Decatur-23, Inc.
3.112.2 -- Bylaws of Paxson Communications of Decatur-23, Inc.
3.113.1 -- Articles of Incorporation of Paxson Decatur License, Inc.
3.113.2 -- Bylaws of Paxson Decatur License, Inc.
3.114.1 -- Articles of Incorporation of Paxson Communications of
Memphis-50, Inc.
3.114.2 -- Bylaws of Paxson Communications of Memphis-50, Inc.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S> <C>
3.115.1 -- Articles of Incorporation of Paxson Communications of
Knoxville-54, Inc.
3.115.2 -- Bylaws of Paxson Communications of Knoxville-54, Inc.
3.116.1 -- Articles of Incorporation of Paxson Communications of New
Orleans-49, Inc.
3.116.2 -- Bylaws of Paxson Communications of New Orleans-49, Inc.
3.117.1 -- Articles of Incorporation of Paxson Communications of
Portland-23, Inc.
3.117.2 -- Bylaws of Paxson Communications of Portland-23, Inc.
3.118.1 -- Articles of Incorporation of Paxson Orlando License, Inc.
3.118.2 -- Bylaws of Paxson Orlando License, Inc.
3.119.1 -- Articles of Incorporation of Paxson Communications of
Chicago-38, Inc.
3.119.2 -- Bylaws of Paxson Communications of Chicago-38, Inc.
3.120.1 -- Articles of Incorporation of Paxson Chicago License, Inc.
3.120.2 -- Bylaws of Paxson Chicago License, Inc.
3.121.1 -- Articles of Incorporation of Paxson Communications of
Norfolk-49, Inc.
3.121.2 -- Bylaws of Paxson Communications of Norfolk-49, Inc.
3.122.1 -- Articles of Incorporation of Paxson Albuquerque License,
Inc.
3.122.2 -- Bylaws of Paxson Albuquerque License, Inc.
3.123.1 -- Articles of Incorporation of Paxson Communications of
Davenport-67, Inc.
3.123.2 -- Bylaws of Paxson Communications of Davenport-67, Inc.
3.124.1 -- Articles of Incorporation of Paxson Davenport License, Inc.
3.124.2 -- Bylaws of Paxson Davenport License, Inc.
3.125.1 -- Articles of Incorporation of Paxson Communications of Des
Moines-39, Inc.
3.125.2 -- Bylaws of Paxson Communications of Des Moines-39, Inc.
3.126.1 -- Articles of Incorporation of Paxson Des Moines License, Inc.
3.126.2 -- Bylaws of Paxson Des Moines License, Inc.
3.127.1 -- Articles of Incorporation of Paxson Communications of
Greenville-38, Inc.
3.127.2 -- Bylaws of Paxson Communications of Greenville-38, Inc.
3.128.1 -- Articles of Incorporation of Paxson Greenville License, Inc.
3.128.2 -- Bylaws of Paxson Greenville License, Inc.
3.129.1 -- Articles of Incorporation of Paxson Communications of
Jackson-51, Inc.
3.129.2 -- Bylaws of Paxson Communications of Jackson-51, Inc.
3.130.1 -- Articles of Incorporation of Paxson Jackson License, Inc.
3.130.2 -- Bylaws of Paxson Jackson License, Inc.
3.131.1 -- Articles of Incorporation of Paxson Communications of
Mobile-61, Inc.
3.131.2 -- Bylaws of Paxson Communications of Mobile-61, Inc.
3.132.1 -- Articles of Incorporation of Paxson Mobile License, Inc.
3.132.2 -- Bylaws of Paxson Mobile License, Inc.
3.133.1 -- Articles of Incorporation of Paxson Communications of
Odessa-30, Inc.
3.133.2 -- Bylaws of Paxson Communications of Odessa-30, Inc.
3.134.1 -- Articles of Incorporation of Paxson Odessa License, Inc.
3.134.2 -- Bylaws of Paxson Odessa License, Inc.
3.135.1 -- Articles of Incorporation of Paxson Portland License, Inc.
3.135.2 -- Bylaws of Paxson Portland License, Inc.
3.136.1 -- Articles of Incorporation of Paxson Communications of
Shreveport-21, Inc.
3.136.2 -- Bylaws of Paxson Communications of Shreveport-21, Inc.
3.137.1 -- Articles of Incorporation of Paxson Shreveport License, Inc.
3.137.2 -- Bylaws of Paxson Shreveport License, Inc.
3.138.1 -- Articles of Incorporation of Paxson Communications of
Spokane-34, Inc.
3.138.2 -- Bylaws of Paxson Communications of Spokane-34, Inc.
3.139.1 -- Articles of Incorporation of Paxson Spokane License, Inc.
3.139.2 -- Bylaws of Paxson Spokane License, Inc.
3.140.1 -- Articles of Incorporation of Paxson Communications of St.
Croix-15, Inc.
3.140.2 -- Bylaws of Paxson Communications of St. Croix-15, Inc.
</TABLE>
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3.141.1 -- Articles of Incorporation of Paxson St. Croix License, Inc.
3.141.2 -- Bylaws of Paxson St. Croix License, Inc.
3.142.1 -- Articles of Incorporation of Paxson Communications of
Springfield-34, Inc.
3.142.2 -- Bylaws of Paxson Communications of Springfield-34, Inc.
3.143.1 -- Articles of Incorporation of Paxson Springfield License,
Inc.
3.143.2 -- Bylaws of Paxson Springfield License, Inc.
3.144.1 -- Articles of Incorporation of S&E Network, Inc.
3.144.2 -- Bylaws of S&E Network, Inc.
3.145.1 -- Articles of Incorporation of Channel 56 of Orlando, Inc.
3.145.2 -- Bylaws of Channel 56 of Orlando, Inc.
3.146.1 -- Certificate of Incorporation of Travel Channel Acquisition
Corporation
3.146.2 -- Bylaws of Travel Channel Acquisition Corporation
3.147.1 -- Articles of Incorporation of Paxson Communications of West
Palm Beach-67, Inc.
3.147.2 -- Bylaws of Paxson Communications of West Palm Beach-67, Inc.
3.148.1 -- Articles of Incorporation of Paxson Communications of
Lexington-67, Inc.
3.148.2 -- Bylaws of Paxson Communications of Lexington-67, Inc.
3.149.1 -- Articles of Incorporation of Paxson Lexington License, Inc.
3.149.2 -- Bylaws of Paxson Lexington License, Inc.
3.150.1 -- Articles of Incorporation of Paxson Communications of
Portland-22, Inc.
3.150.2 -- Bylaws of Paxson Communications of Portland-22, Inc.
3.151.1 -- Articles of Incorporation of Paxson Salem License, Inc.
3.151.2 -- Bylaws of Paxson Salem License, Inc.
3.152.1 -- Articles of Incorporation of Paxson Communications of San
Antonio-26, Inc.
3.152.2 -- Bylaws of Paxson Communications of San Antonio-26, Inc.
3.153.1 -- Articles of Incorporation of Paxson Communications of
Fargo-27, Inc.
3.153.2 -- Bylaws of Paxson Communications of Fargo-27, Inc.
3.154.1 -- Articles of Incorporation of Paxson Tulsa License, Inc.
3.154.2 -- Bylaws of Paxson Tulsa License, Inc.
3.155.1 -- Articles of Incorporation of Paxson Knoxville License, Inc.
3.155.2 -- Bylaws of Paxson Knoxville License, Inc.
3.156.1 -- Articles of Incorporation of Pax Net Television Productions,
Inc.
3.156.2 -- Bylaws of Pax Net Television Productions, Inc.
3.157.1 -- Articles of Incorporation of Paxson Communications of
Wausau-46, Inc.
3.157.2 -- Bylaws of Paxson Communications of Wausau-46, Inc.
3.158.1 -- Articles of Incorporation of Paxson Wausau License, Inc.
3.158.2 -- Bylaws of Paxson Wausau License, Inc.
3.159.1 -- Articles of Incorporation of Paxson Fargo License, Inc.
3.159.2 -- Bylaws of Paxson Fargo License, Inc.
3.160.1 -- Operating Agreement of Paxson Communications License
Company, LLC
3.160.2 -- Certificate of Organization of Paxson Communications License
Company, LLC
3.161.1 -- Articles of Incorporation of Cocola Media Corporation of San
Francisco
3.161.2 -- Bylaws of Cocola Media Corporation of San Francisco
3.162.1 -- Articles of Incorporation of Channel 44 of Tulsa, Inc.
3.162.2 -- Bylaws of Channel 44 of Tulsa, Inc.
3.163.1 -- Certificate of Incorporation of Cocola Media Corporation of
Florida
3.163.2 -- Bylaws of Cocola Media Corporation of Florida
3.164.1 -- Articles of Incorporation of Paxson Kansas City License,
Inc.
3.164.2 -- Bylaws of Paxson Kansas City License, Inc.
4.1 -- Indenture dated as of September 28, 1995 by and between the
Company, the guarantors named therein and The Bank of New
York, as Trustee, with respect to the Senior Subordinated
Notes(4)
4.2 -- Form of Senior Subordinated Note with Form of Guarantee(4)
</TABLE>
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4.3 -- Indenture dated as of October 4, 1996 by and between the
Company, the Guarantors named therein and the Bank of New
York, as Trustee, with respect to the Exchange Debentures(7)
4.4 -- Indenture dated as of June 10, 1998 by and between the
Company, the Guarantors named therein and the Bank of New
York, as Trustee, with respect to the New Exchange
Debentures*
4.5 -- Second Amended and Restated Credit Agreement, dated as of
April 28, 1998, among Paxson Communications Corporation, the
several lenders from time to time parties thereto and Union
Bank of California, N.A., as the Agent*
4.6 -- Form of Stock Certificate of the 13 1/4% Cumulative Junior
Exchangeable Preferred Stock*
5.1 -- Opinion of Holland & Knight LLP regarding the legality of
the New Junior Preferred Stock, including consent
9.1 -- Amended and Restated Stockholders Agreement, dated as of
December 22, 1994, by and among the Company and certain
stockholders thereof(2)
9.2 -- Agreement, dated March 26, 1996, amending the Amended and
Restated Stockholders Agreement, dated as of December 22,
1994, by and among the Company and certain stockholders
thereof and certain related agreements(5)
10.1 -- Securities Purchase Agreement, dated as of September 22,
1995, by and among the Company, the Guarantors named therein
and the Initial Purchasers named therein(4)
10.3 -- Stock Purchase Agreement, dated as of December 22, 1994, by
and among the Company and certain purchasers of Company
securities(2)
10.4 -- Amended and Restated Stockholders Agreement, dated as of
December 22, 1994, by and among the Company and certain
stockholders thereof (incorporated by reference to Exhibit
9.1)(2)
10.4.1 -- Agreement, dated March 26, 1996 amending the Amended and
Restated Stockholders Agreement, by and among the Company
and certain stockholders thereof and certain related
agreements (incorporated by reference to Exhibit 9.2)
10.5 -- Exchange and Consent Agreement, dated as of December 22,
1994 by and among the Company and certain stockholders
thereof(2)
10.26 -- Employment Agreement, dated as of June 30, 1994, by and
between the Company and Lowell W. Paxson(1)
10.27 -- Paxson Communications Corp. Profit Sharing Plan(1)
10.28 -- Paxson Communications Corp. Stock Incentive Plan(1)
10.36 -- Real Estate Sale and Purchase Agreement, dated as of May 18,
1995, by and between F&M Bank--Martinsburg and Paxson
Communications of Washington-60, Inc.(3)
10.46 -- Non-compete Agreement, dated August 18, 1995, between the
Company and Lowell W. Paxson(4)
10.54 -- Indenture, dated as of September 28, 1995, among the
Company, the Guarantors named therein and The Bank of New
York, as Trustee with respect to the Senior Subordinated
Notes(4)
10.83 -- Lease Agreement, dated June 14, 1994, between Paxson
Communications of Tampa-66, Inc. and The Christian Network,
Inc. for lease of production and distribution facilities at
WFCT-TV(5)
10.89 -- Amended and Restated Promissory Note dated August 5, 1996
between Roberts Broadcasting of Salt Lake City, L.L.C. and
Paxson Communications of Salt Lake City-16, Inc.(6)
10.90 -- First Amendment to Loan Agreement dated August 5, 1996
between Roberts Broadcasting of Salt Lake City, L.L.C. and
Paxson Communications of Salt Lake City-16, Inc.(6)
10.103 -- Construction Agreement, dated April 16, 1996, by and among
Offshore Broadcasting Corporation, Ocean State Television,
L.L.C. and Paxson Communications of Providence-69, Inc.(6)
</TABLE>
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10.104 -- Loan Agreement, dated April 16, 1996, by and among Paxson
Communications of Providence-69, Inc., Offshore Broadcasting
Corporation and Ocean State Television, L.L.C.(6)
10.110 -- Subordinated Note between MacDonald Communications
Corporation and the Company for $3,000,000 dated June 7,
1996.(6)
10.116 -- Asset Purchase Agreement, dated July 1, 1996, by and among
Paxson Communications of New London-26, Inc., Paxson New
London License, Inc., and Roberts Broadcasting of Hartford,
L.L.C.(6)
10.123 -- Asset Exchange Agreement, dated August 7, 1996, by and
between Paxson Broadcasting of Birmingham-44, Inc. and
WNAL-TV Inc.(6)
10.124 -- Loan Agreement, dated August 7, 1996, by and between Paxson
Broadcasting of Birmingham-44 Inc. and WNAL-TV Inc.(6)
10.125 -- Time Brokerage Agreement, dated August 7, 1996, by and
between Paxson Broadcasting of Birmingham-44 Inc. and
WNAL-TV Inc.(6)
10.126 -- Option Agreement by and among Paxson Communications of Salt
Lake City-16, Inc. and Roberts Broadcasting of Salt Lake
City L.L.C., dated August 5, 1996(6)
10.127 -- Asset Purchase Agreement, dated July 31, 1996, by and
between Paxson Communications of Oklahoma City-62, Inc. and
Aracelis Ortiz for Television Station KMNZ-TV, Oklahoma
City, Oklahoma(8)
10.128 -- Purchase Agreement, dated July 31, 1996, by and among
America 51, L.P., Paxson Communications of Phoenix-51, Inc.,
and Hector Garcia Salvatierra for Television Station Channel
51, Tolleson, Arizona(8)
10.129 -- Loan, Option and Related Transactions, dated August 19,
1996, between Paxson Communications of Seattle-24, Inc. and
World Television of Washington, L.L.C. for Television
Station KBCB(TV), Bellingham, Washington(8)
10.130 -- Stock Purchase and Related Transactions, dated August 21,
1996, between Paxson Communications of Little Rock-42, Inc.,
Leininger-Geddes Partnership and Channel 42 of Little Rock,
Inc. for Television Station KVUT(TV), Little Rock,
Arkansas(8)
10.131 -- Asset Purchase and Sale Agreement, dated August 27, 1996,
between Intermart Broadcasting First Coast, Inc., and Paxson
Broadcasting of Jacksonville, Limited Partnership for Radio
Station WPVJ-FM of Ponte Verda Beach, Florida(8)
10.132 -- Purchase Agreement, dated August 29, 1996, by and between
Boardworks Outdoor Advertising Company, Inc., and Paxson
Outdoor, Inc.(8)
10.133 -- Asset Purchase Agreement, dated August 30, 1996, by and
between Paxson Communications Television, Inc. and Alpha &
Omega Communications, L.L.C. for Television Station KOOG-TV,
Ogden, Utah(8)
10.134 -- Loan Agreement, dated September 6, 1996, by and between
Ponce-Nicasio Broadcasting, A Limited Partnership and Paxson
Communications of Sacramento-29, Inc. for Television Station
KCMY-TV, Sacramento, California(8)
10.135 -- Option Agreement, dated September 6, 1996, by and between
Ponce-Nicasio Broadcasting, A Limited Partnership and Paxson
Communications of Sacramento for Television Station KCMY-TV,
Sacramento, California(8)
10.136 -- Asset Purchase Agreement, dated September 12, 1996, by and
between The Moody Bible Institute of Chicago and Paxson
Broadcasting of Tampa, Limited Partnership for Radio Station
WKES-FM, St., Petersburg, Florida(8)
10.137 -- Asset Purchase Agreement, dated September 27, 1996, by and
between Channel 46 of Boston, Inc. and Massachusetts
Redevelopment Limited Liability Company for Television
Station WHRC(TV), Norwell, Massachusetts(8)
10.138 -- Easement Agreement, dated October 9, 1996, by and between
Kartworlds of Central Florida L.C. and Paxson Outdoor,
Inc.(8)
10.139 -- Contract for Sale and Purchase, dated October 22, 1996,
between Southern Land Investors, LTD., and Paxson Outdoor,
Inc.(8)
</TABLE>
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10.139.1 -- Promissory Note, dated October 22, 1996, between Southern
Land Investors, LTD. and Paxson Outdoor, Inc.(8)
10.139.2 -- Real Estate Mortgage, dated October 22, 1996, Southern Land
Investors, Ltd. and Paxson Outdoor, Inc.(8)
10.139.3 -- Assignment of Rights Under Pre-annexation Agreement, dated
October 22, 1996, by and between Michael J. Grinstaff and
Southern Land Investors, Ltd.(8)
10.140 -- Stock Purchase Agreement, dated November 12, 1996, by and
between Housing Development Associates S.E. and Paxson
Communications of San Juan, Inc.(10)
10.141 -- Asset Purchase Agreement, dated November 21, 1996, by and
among Value Vision International, Inc., VVI Manassas, Inc.,
WVVI(TV), Inc., Paxson Communications of Washington-66,
Inc., and the Company(10)
10.142 -- Asset Purchase Agreement, dated November 21, 1996, by and
between Paxson Communications of Milwaukee-55, Inc. and
Channel 55 of Milwaukee, Inc.(10)
10.143 -- Asset Purchase Agreement, dated December 13, 1996, by and
between Paxson Communications of the Keys, Inc., and Key
Chain, Inc. for Radio Stations WFKZ-FM, Plantation Key,
Florida, WAVK-FM, Marathon, Florida, and WKRY-FM, Key West,
Florida(10)
10.144 -- Asset Purchase Agreement, dated December 10, 1996, by and
between Paxson Communications of Kansas City-50, Inc. and
Kansas City Youth for Christ, Inc. for Television Station
KYFC-TV, Kansas City, Missouri(10)
10.145 -- Stock Purchase Agreement, dated December 11, 1996, by and
among Channel 64 of Scranton, Inc., Paxson Communication of
Scranton-64, Inc. and Ted Ehrhardt D/B/A Ehrhardt
Broadcasting(10)
10.146 -- Asset Purchase Agreement, dated February 19, 1997, by and
between Paxson Communications of Ft. Pierce-34, Inc., and
Paramount Stations Group, Inc. for Television Station
WTVX(TV), Ft. Pierce, Florida(10)
10.147 -- Promissory Note, dated February 12, 1997, by and between
Roberts Broadcasting of Hartford, L.L.C. and Paxson
Communications of New London-26, Inc. for Television Station
WTWS (TV), New London, Connecticut(10)
10.147.1 -- Time Brokerage Agreement, dated February 12, 1997, by and
between Roberts Broadcasting of Hartford, L. L. C. and
Paxson Communications of New London-26, Inc. for Television
Station WTWS(TV), New London, Connecticut(10)
10.147.2 -- Amendment to Asset Purchase Agreement, dated December 16,
1996, by and among Roberts Broadcasting of Hartford, L.L.P.,
Paxson Communications of New London-26, Inc., and Paxson New
London License, Inc.(10)
10.148 -- Amended and Restated Promissory Note, dated April 16, 1996,
by and between Ocean State Television, L. L. C. and Paxson
Communications of Providence-69, Inc.(10)
10.149 -- Second Amendment to Stock Purchase and Option Agreement,
dated September 27, 1996, by and among Paxson Communications
of Battle Creek-43, Inc., Western Michigan Christian
Broadcasting, Inc., Western Michigan Family Broadcasting,
Inc., Horizon Broadcasting Corporation, and William B.
Popjes.(10)
10.150 -- Partnership Interest Purchase Agreement, dated February 14,
1997, by and among DP Media, Inc., Roberts Broadcasting,
L.L.C., and Roberts Broadcasting company of Raleigh-Durham,
L.P.(10)
10.151 -- Option Purchase Agreement, dated February 14, 1997, by and
between Paxson Communications of Raleigh-Durham-47, Inc.,
and D P. Media, Inc.(10)
10.153 -- Asset Purchase Agreement, dated March 13, 1997 by and among
Paxson Communications of Detroit-31, Inc. and Blackstar
Communications, Inc. for Television Stations WBSX(TV) and
W48AV(10)
10.154 -- Asset Purchase Agreement, dated March 25, 1997, by and
between Paxson Communications of West Palm Beach-25, Inc.
and The Hearst Corporation, for Television Station WPBF(TV),
West Palm Beach, Florida(10)
</TABLE>
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10.155 -- Purchase and Sale of Option, dated March 26, 1997, by and
between Paxson Communications of Cleveland-67, Inc., and
Global Broadcasting Systems, Inc. for Television Station
WOAC(TV), Cleveland, Ohio(10)
10.155.1 -- Purchase and Sale of Option, dated March 26, 1997, by and
between Paxson Communications of Atlanta-14, Inc., and
Global Broadcasting Systems, Inc. for Television Station
WNGM(TV), Atlanta, Georgia(10)
10.156 -- Asset purchase agreement, dated March 21, 1997, by and
between Whitehead Media of Florida, Inc., Whitehead
Broadcasting of Florida, Inc. and Paxson Communications of
Ft. Pierce-34, Inc. for Television Station WTVX(TV), Ft.
Pierce, Florida(10)
10.157 -- Paxson Communications Corporation 1996 Stock Incentive
Plan(9)
10.158 -- Loan agreement, dated March 26, 1996, by and between Paxson
Communications Corporation and Cocola Media Corporation of
San Francisco for television station KWOK-TV, Novato,
California(12)
10.159 -- Asset purchase agreement, dated April 1, 1997, by and
between Paxson Communications Corporation and The Kralowec
Children's Family Trust and KKAK-TV, Inc. for television
station KKAG(TV), Porterville, California(12)
10.160 -- Asset purchase agreement, dated May 5, 1997, by and among
Paxson Communications of Cedar Rapids-48, Inc., Fant
Broadcasting Company of Iowa, Inc. and Paxson Communications
Corporation for television station KTVC-TV, Cedar Rapids,
Iowa(12)
10.161 -- Asset purchase agreement, dated April 15, 1997, by and among
Paxson Communications of Buffalo-51, Inc., Fant Broadcasting
of New York, L.L.C., Anthony Fant and Paxson Communications
Corporation for television station WAQF-TV(12)
10.162 -- Assignment and acceptance agreement, dated April 18, 1997,
among WQED Pittsburgh and Paxson Communications of
Pittsburgh-40, Inc.(12)
10.163 -- Merger agreement, dated April 29, 1997, among WPBF Merger,
Inc. and WPBF License, Inc. and Paxson Communications of
West Palm Beach-25, Inc. and Paxson West Palm Beach License,
Inc.(11)
10.163.1 -- Paxson Communications of West Palm Beach-25, Inc. and Paxson
West Palm Beach License, Inc. Subordinated Promissory Note,
dated April 29, 1997(11)
10.163.2 -- Time brokerage agreement, dated April 29, 1997, by and
between Paxson Communications of West Palm Beach-25, Inc.,
and Paxson West Palm Beach License, Inc., and Paxson
Communications of Florida, Inc.(11)
10.164 -- Asset purchase agreement, dated April 22, 1997, by and
between Paxson Communications of Miami-35, Inc. and Channel
35 of Miami, Inc.(12)
10.165 -- Asset purchase agreement, dated April 22, 1997, by and
between Paxson Communications of Tampa-66, Inc. and Channel
66 of Tampa, Inc.(12)
10.166 -- Asset purchase agreement, dated April 30, 1997, by and
between Paxson Communications of Green Bay-14, Inc and VCY
America, Inc. for television station WSCO(TV), Green Bay,
Wisconsin(12)
10.167 -- Asset purchase agreement, dated May 12, 1997, by and between
the Company, Paxson communications of New York City, ITT-Dow
Jones Television, ITT Corporation and Dow Jones & Company
for Television Station WBIS(TV), New York City, New York(12)
10.167.1 -- Time brokerage agreement, dated May 1997, by and between
ITT-Dow Jones Television and Paxson Communications of New
York-31, Inc. for Television Station WBIS(TV), New York
City, New York(12)
10.168 -- Construction Agreement, dated December 23, 1996, between
WHCT Broadcasting, Inc., and Paxson Communications of
Hartford-18, Inc. for WHCT(TV), Channel 18, Hartford,
Connecticut(13)
10.169 -- Asset Purchase Agreement, dated April 11, 1997, by and
between Roberts Broadcasting of Cookeville, L.L.C. and
Paxson Communications of Nashville-28, Inc. (13)
</TABLE>
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10.170 -- Amended and Restated Asset Purchase Agreement, dated April
15, 1997, by and among Paxson Communications of Buffalo-51,
Inc., Fant Broadcasting Company of New York, L.L.C., Anthony
Fant and Paxson Communications Corporation(13)
10.171 -- Asset Purchase Agreement, dated May 14, 1997, by and between
Paxson Communications of West Palm Beach, Inc. and American
Radio Systems Corporation(13)
10.172 -- Option Agreement, dated May 20, 1997, by and between Paxson
Communications of Honolulu-66, Inc. and Dove Broadcasting
Company of Hawaii, Inc. for television station KAPA(TV),
Kaneohe, Hawaii(13)
10.172.1 -- Loan Agreement, dated May 20, 1997, by and among Paxson
Communications of Honolulu-66, Inc., and Dove Broadcasting
Company of Hawaii(13)
10.173 -- Asset Purchase Agreement, dated May 28, 1997, by and among
Paxson Communications of Roanoke-38, Inc., Vine and Branch,
Inc. and Evangel Foursquare Church for television station
WEFC, Roanoke, Virginia(13)
10.174 -- Loan Agreement, dated June 10, 1997, by and between Paxson
Communications of Boston-46, Inc. and Channel 46 of Boston,
Inc. for television station WHRC(TV), Norwell,
Massachusetts(13)
10.175 -- Asset Acquisition Agreement, dated June 13, 1997, by and
among Landmark Communications, Inc., The Travel Channel,
Inc., and Paxson Communications(13)
10.176 -- Asset Purchase Agreement, dated June 23, 1997, by and
between Paxson Communications of Orlando-56, Inc. and
Channel 56 of Orlando, Inc.(13)
10.177 -- Loan Agreement, dated June 30, 1997, by and between Roberts
Broadcasting Company of Albuquerque and Paxson
Communications of Albuqurque-14, Inc. relating to television
station (Channel 14), Albuquerque, New Mexico(13)
10.178 -- Asset Purchase Agreement, dated June 25, 1997, by and
between John W. Hyde, as Chapter 11 Trustee of the Chapter
11 Debtor Estate of Riklis Broadcasting Corporation, AKA
KADY-TV, AKA Pacific Rim Video and Paxson Communications of
Los Angeles-63, Inc.(13)
10.179 -- Asset Purchase Agreement, dated August 25, 1997, by and
among Paxson Communications Corporation, Clear Channel
Metroplex, Inc., Clear Channel Metroplex Licenses, Inc. and
Clear Channel Communications, Inc. (filed as exhibit 2.1
with the Company's Form 8-K, dated October 1, 1997 and
incorporated herein by reference)
10.180 -- Asset Purchase Agreement, dated August 25, 1997, by and
among Paxson Communications Corporation, L. Paxson, Inc.,
Clear Channel Metroplex, Inc., Clear Channel Metroplex
Licenses, Inc. and Clear Channel Communications, Inc. (filed
as exhibit 2.2 with the Company's Form 8-K, dated October 1,
1997 and incorporated herein by reference)
10.181 -- Asset Purchase Agreement, dated August 29, 1997, by and
among Paxson Communications of Fayetteville-62, Inc.,
Fayetteville-Cumberland Telecasters, Inc.,
Fayetteville-Cumberland Telecasters Inc.,
Debtor-in-Possession, and Poplar Apartments Limited
Partnership for Television station WFAY, Fayetteville, North
Carolina(14)
10.182 -- Stock Purchase Agreement, dated September 2, 1997, by and
among Channel 29 of Charleston, Inc., Paxson Communications
of Charleston-29, Inc. and Mountaineer Broadcasting
Corporation and William L. Kepper(14)
10.183 -- Stock Purchase Agreement, dated September 9, 1997, by and
among Channel 46 of Tucson, Inc., Paxson Communications of
Tucson-46, Inc. and Sungilt Corporation, Inc. (14)
10.184 -- Asset Purchase Agreement, dated October 16, 1997, by and
between Paxson Communications Corporation and Channel 49
Acquisition Corporation for television station WJCB-TV,
Norfolk, Virginia(14)
10.185 -- Asset Purchase Agreement, dated October 24, 1997, between
Universal Outdoor, Inc. and Paxson Communications
Corporation(14)
10.186 -- Option Agreement, dated November 14, 1997, by and between
Paxson Communications Corporation and Flinn Broadcasting
Corporation for Television station WCCL-TV, New Orleans,
Louisiana(15)
</TABLE>
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10.187 -- Option Agreement, dated November 14, 1997, by and between
Paxson Communications Corporation and Flinn Broadcasting
Corporation for Television station WFBI-TV, Memphis,
Tennessee(15)
10.188 -- Asset Purchase Agreement, dated January 26, 1998, by and
among DP Media of Milwaukee, Inc., Paxson Communications of
Milwaukee-55, Inc. and Paxson Milwaukee License, Inc. for
Television station WPXE(TV), Kenosha, Wisconsin(15)
10.189 -- Asset and Stock Purchase and Option Grant Agreement, dated
as of November 14, 1997, by and among ValueVision
International, Inc., VVI Seattle, Inc., VVI LPTV, Inc., VVI
Spokane, Inc., VVI Tallahassee, Inc. and Paxson
Communications Corporation(15)
10.190 -- Limited Liability Company Agreement of The Travel Channel,
L.L.C. dated as of November 24, 1997(15)
10.191 -- Asset Purchase Agreement, dated as of November 24, 1997, by
and among Travel Channel Acquisition Corporation, Project
Discovery, Inc., Paxson Communications Corporation and
Discovery Communications, Inc.(15)
10.192 -- Guaranty Agreement, dated as of November 24, 1997, made by
Discovery Communications, Inc., in favor of Travel Channel
Acquisition Corporation(15)
10.193 -- Asset Exchange Agreement, dated January 26, 1998, by and
among Paxson Communications of Chicago-38, Inc., Christian
Communications of Chicagoland, Inc., and Paxson
Communications Corporation(15)
10.193.1 -- Programming Agreement by and between Paxson Communications
of Chicago-38, Inc. and Christian Communications of
Chicagoland Inc.(15)
10.194 -- Asset Purchase Agreement, dated March 19, 1998, by and
between Paxson Communications of Atlanta-14, Inc. and SKMD
Broadcasting Partnership and USA Station Group of Maryland,
Inc.(16)
10.195 -- Asset Purchase Agreement, dated March 19, 1998, by and among
Paxson Communications of Portland-22, Inc.; Paxson
Communications Corporation; Blackstar Communications of
Oregon, Inc.; and Blackstar of Salem, Inc.(16)
10.196 -- Membership Purchase Agreement, dated January 14, 1998, by
and among Dr. Joseph A. Zavaletta, South Texas Vision,
L.L.C., Paxson Communications of San Antonio-26, Inc., and
Paxson Communications Corporation for television station
Channel 26, Uvalde, Texas(16)
10.197 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Jeffrey Sagansky*
10.198 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and James B. Bocock*
10.199 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Dean M. Goodman*
10.200 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and J. Jay Hoker*
10.201 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Arthur D. Tek*
10.202 -- Paxson Communications Corporation 1998 Stock Incentive Plan
12 -- Computation of Ratio of Earnings to Fixed Charges*
21 -- List of Subsidiaries
23.1 -- Consent of Holland & Knight LLP (contained in Exhibit 5.1)
23.2 -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants*
24 -- Powers of Attorney (included on signature pages of
Registration Statement)*
25 -- Statement of Eligibility of Trustee, The Bank of New York,
on Form T-1*
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
</TABLE>
II-13
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
99.3 -- Exchange Agent Agreement
</TABLE>
- ---------------
* Previously filed.
(1) Filed with the Company's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein by
reference.
(2) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
(3) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 and incorporated herein by reference.
(4) Filed with the Company's Registration Statement on Form S-4, as amended,
filed January 23, 1996, Registration No. 33-63765 and incorporated herein
by reference.
(5) Filed with the Company's Registration Statement on Form S-1, as amended,
filed January 26, 1996, Registration No. 333-473 and incorporated herein by
reference.
(6) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, and incorporated herein by reference.
(7) Filed with the Company's Registration Statement on Form S-3, as amended,
filed August 15, 1996, Registration No. 333-10267 and incorporated herein
by reference.
(8) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, and incorporated herein by reference.
(9) Filed with the Company's Registration Statement on Form S-8, filed January
22, 1997, Registration No. 333-20163 and incorporated herein by reference.
(10) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
(11) Filed with the Company's Report on Form 8-K, dated April 29, 1997, under
Item 7. Financial Statements and Exhibits and incorporated herein by
reference.
(12) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, and incorporated herein by reference.
(13) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference.
(14) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, and incorporated herein by reference.
(15) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and incorporated herein by reference.
(16) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, and incorporated herein by reference.
(b) Financial Statement Schedules
All required financial statement schedules have been filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference.
(c) Not Applicable.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(b)(1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by
II-14
<PAGE> 16
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes:
(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not subject of and included in the Registration Statement when it
became effective.
II-15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation, has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on July 30, 1998.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ ARTHUR D. TEK
-------------------------------------
Arthur D. Tek
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
* Chief Executive Officer, President and July 30, 1998
- --------------------------------------------- Director (Principal Executive Officer)
Jeffrey Sagansky
* Vice President, Chief Financial Officer July 30, 1998
- --------------------------------------------- and Director (Principal Financial
Arthur D. Tek Officer)
* Vice President and Controller (Principal July 30, 1998
- --------------------------------------------- Accounting Officer)
Kenneth M. Gamache
* Chairman of the Board, Director July 30, 1998
- ---------------------------------------------
Lowell W. Paxson
* Vice Chairman, Director July 30, 1998
- ---------------------------------------------
William E. Simon, Jr.
* Co-President, Director July 30, 1998
- ---------------------------------------------
James B. Bocock
* Director July 30, 1998
- ---------------------------------------------
Bruce L. Burnham
* Director July 30, 1998
- ---------------------------------------------
James L. Greenwald
*By: /s/ ARTHUR D. TEK
---------------------------------------
Arthur D. Tek
Attorney-in-Fact
</TABLE>
II-16
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of the Registrants listed directly below has duly caused this Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Palm Beach, State of Florida, on
July 30, 1998.
GUARANTORS:
PAXSON COMMUNICATIONS MANAGEMENT COMPANY, a Florida corporation
EXCEL MARKETING ENTERPRISES, INC., a Florida corporation
PAXSON COMMUNICATIONS TELEVISION, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ATLANTA-14, INC., a Florida corporation
PAXSON ATLANTA LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BOSTON-60, INC., a Florida corporation
PAXSON BOSTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DALLAS-68, INC., a Florida corporation
PAXSON DALLAS LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW LONDON-26, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC., a Florida corporation
PAXSON PHILADELPHIA LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MIAMI-35, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SAN JOSE-65, INC., a Florida corporation
PAXSON SAN JOSE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TAMPA-66, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC., a Florida corporation
PAXSON LOS ANGELES LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC., a Florida corporation
PAXSON MINNEAPOLIS LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ORLANDO-56, INC., a Florida corporation
PAXSON COMMUNICATIONS OF HOUSTON-49, INC., a Florida corporation
PAXSON HOUSTON LICENSE, INC., a Florida corporation
INFOMALL TV NETWORK, INC., a Delaware corporation
PAXSON COMMUNICATIONS OF CLEVELAND-67, INC., a Florida corporation
PAXSON COMMUNICATIONS OF WASHINGTON-60, INC., a Florida corporation
PAXSON WASHINGTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHOENIX-13, INC., a Florida corporation
PAXSON PHOENIX LICENSE, INC., a Florida corporation
INFOMALL LOS ANGELES, INC., Florida corporation
PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DENVER-59, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW YORK-43, INC., a Florida corporation
PAXSON NEW YORK LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF AKRON-23, INC., a Florida corporation
PAXSON AKRON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DAYTON-26, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ALBANY-55, INC., a Florida corporation
PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC., a Florida corporation
PAXSON COMMUNICATIONS L.P.T.V., INC., a Florida corporation
PAXSON DAYTON LICENSE, INC., a Florida corporation
PAXSON DENVER LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC., a Florida corporation
PAXSON COMMUNICATIONS OF GREENSBORO-16, INC., a Florida corporation
II-17
<PAGE> 19
PAXSON GREENSBORO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TULSA-44, INC., a Florida corporation
PAXSON SPORTS VENTURES COMPANY, a Florida corporation
PCC DIRECT, INC., a Florida corporation
PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC., a Florida corporation
PAXSON ALBANY LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC., a Florida corporation
PAXSON SACRAMENTO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SEATTLE-33, INC., a Florida corporation
PAXSON SEATTLE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SAN JUAN, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BOSTON-46, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHOENIX-51, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC., a Florida corporation
PAXSON LITTLE ROCK LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC., a Florida corporation
PAXSON BIRMINGHAM LICENSE, INC., a Florida corporation
PAXSON SPORTS OF MIAMI, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC., a Florida corporation
PAXSON SALT LAKE CITY LICENSE, INC., a Florida corporation
PAXSON OKLAHOMA CITY LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF WASHINGTON-66, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SCRANTON-64, INC., a Florida corporation
PAXSON SCRANTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC., a Florida corporation
PAXSON KANSAS CITY LICENSE, INC., a Florida corporation
PAXSON MILWAUKEE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF HARTFORD-18, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DETROIT-31, INC., a Florida corporation
PAXSON DETROIT LICENSE, INC., a Florida corporation
PAXSON PITTSBURGH LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ROANOKE-38, INC., a Florida corporation
PAXSON ROANOKE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF FRESNO-61, INC., a Florida corporation
PAXSON FRESNO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NASHVILLE-28, INC., a Florida corporation
PAXSON TENNESSEE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC., a Florida corporation
PAXSON CEDAR RAPIDS LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BUFFALO-51, INC., a Florida corporation
PAXSON BUFFALO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF GREEN BAY-14, INC., a Florida corporation
PAXSON GREEN BAY LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TUCSON-46, INC., a Florida corporation
PAXSON TUCSON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW YORK-31, INC., a Florida corporation
PAXSON MIAMI-35 LICENSE, INC., a Florida corporation
PAXSON TAMPA-66 LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF HAWAII-66, INC., a Florida corporation
PAXSON HAWAII LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC., a Florida corporation
II-18
<PAGE> 20
PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC., a Florida corporation
PAXSON FAYETTEVILLE LICENSE, INC., a Florida corporation
UNITED BROADCAST GROUP II, INC., a Texas corporation
PAXSON COMMUNICATIONS OF CHARLESTON-29, INC., a Florida corporation
PAXSON CHARLESTON LICENSE, INC., a Florida corporation
JETSTAR DEVELOPMENT, INC., a Florida corporation
PAX NET, INC., a Delaware corporation
PAXSON TELEVISION PRODUCTIONS, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SYRACUSE-56, INC., a Florida corporation
PAXSON SYRACUSE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DECATUR-23, INC., a Florida corporation
PAXSON DECATUR LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MEMPHIS-50, INC., a Florida corporation
PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PORTLAND-23, INC., a Florida corporation
PAXSON ORLANDO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF CHICAGO-38, INC., a Florida corporation
PAXSON CHICAGO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NORFOLK-49, INC., a Florida corporation
PAXSON ALBUQUERQUE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DAVENPORT-67, INC., a Florida corporation
PAXSON DAVENPORT LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DES MOINES-39, INC., a Florida corporation
PAXSON DES MOINES LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF GREENVILLE-38, INC., a Florida corporation
PAXSON GREENVILLE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF JACKSON-51, INC., a Florida corporation
PAXSON JACKSON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MOBILE-61, INC., a Florida corporation
PAXSON MOBILE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ODESSA-30, INC., a Florida corporation
PAXSON ODESSA LICENSE, INC., a Florida corporation
PAXSON PORTLAND LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC., a Florida corporation
PAXSON SHREVEPORT LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SPOKANE-34, INC., a Florida corporation
PAXSON SPOKANE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ST. CROIX-15, INC., a Florida corporation
PAXSON ST. CROIX LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC., a Florida corporation
PAXSON SPRINGFIELD LICENSE, INC., a Florida corporation
CHANNEL 56 OF ORLANDO, INC., a Florida corporation
TRAVEL CHANNEL ACQUISITION CORPORATION, a Delaware corporation
PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LEXINGTON-67, INC., a Florida corporation
PAXSON LEXINGTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PORTLAND-22, INC., a Florida corporation
PAXSON SALEM LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC., a Florida corporation
PAXSON COMMUNICATIONS OF FARGO-27, INC., a Florida corporation
PAXSON TULSA LICENSE, INC., a Florida corporation
PAXSON KNOXVILLE LICENSE, INC., a Florida corporation
II-19
<PAGE> 21
PAX NET TELEVISION PRODUCTIONS, INC., a Florida corporation
PAXSON COMMUNICATIONS OF WAUSAU-46, INC., a Florida corporation
PAXSON WAUSAU LICENSE, INC., a Florida corporation
PAXSON FARGO LICENSE, INC., a Florida corporation
COCOLA MEDIA CORPORATION OF SAN FRANCISCO, a California corporation
CHANNEL 44 OF TULSA, INC., a Delaware corporation
COCOLA MEDIA CORPORATION OF FLORIDA, a Delaware corporation
By: /s/ ARTHUR D. TEK
--------------------------------
Arthur D. Tek
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Chairman and Director (Principal July 30, 1998
- ----------------------------------------------------- Executive Officer)
Lowell W. Paxson
* Vice President and Treasurer July 30, 1998
- ----------------------------------------------------- (Principal Financial and
Arthur D. Tek Accounting Officer)
*By: /s/ ARTHUR D. TEK
------------------------------------------------
Arthur D. Tek
Attorney-in-Fact
</TABLE>
II-20
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant listed directly below has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of West Palm Beach, State of Florida, on July 30,
1998.
GUARANTORS:
S & E NETWORK, INC., a Puerto Rico corporation
By: /s/ ARTHUR D. TEK
--------------------------------
Arthur D. Tek
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Chairman and Director (Principal July 30, 1998
- ----------------------------------------------------- Executive Officer)
Lowell W. Paxson
* Vice President and Treasurer July 30, 1998
- ----------------------------------------------------- (Principal Financial and
Arthur D. Tek Accounting Officer)
* President and Director July 30, 1998
- -----------------------------------------------------
James B. Bocock
*By: /s/ ARTHUR D. TEK
------------------------------------------------
Arthur D. Tek
Attorney-in-Fact
</TABLE>
II-21
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of the Registrants listed directly below has duly caused this Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Palm Beach, State of Florida, on
July 30, 1998.
GUARANTORS:
OCEAN STATE TELEVISION, L.L.C., a Delaware limited liability company
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC, A Delaware limited liability company
By: /s/ ARTHUR D. TEK
--------------------------------
Arthur D. Tek
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Chairman and Manager (Principal July 30, 1998
- ----------------------------------------------------- Executive Officer)
Lowell W. Paxson
* Vice President and Treasurer July 30, 1998
- ----------------------------------------------------- (Principal Financial and
Arthur D. Tek Accounting Officer)
*By: /s/ ARTHUR D. TEK
------------------------------------------------
Arthur D. Tek
Attorney-in-Fact
</TABLE>
II-22
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.1.1 -- Certificate of Incorporation of the Company(2)
3.1.2 -- Bylaws of the Company(5)
3.2.1 -- Certificate of Designation of the Company's Junior
Cumulative Compounding Redeemable Preferred Stock(2)
3.2.2 -- Certificate of Designation of the Company's 12 1/2%
Cumulative Exchangeable Preferred Stock(5)
3.2.3 -- Certificate of Designation of the Company's original 13 1/4%
Cumulative Junior Exchangeable Preferred Stock*
3.2.4 -- Certificate of Designation of the Company's 9 3/4% Series A
Convertible Preferred Stock*
3.2.5 -- Certificate of Designation of the Company's new 13 1/4%
Cumulative Junior Exchangeable Preferred Stock
3.3.1 -- Articles of Incorporation of Paxson Communications
Management Company(4)
3.3.2 -- Bylaws of Paxson Communications Management Company(4)
3.4.1 -- Articles of Incorporation of Excel Marketing Enterprises,
Inc.(4)
3.4.2 -- Bylaws of Excel Marketing Enterprises, Inc.(4)
3.5.1 -- Articles of Incorporation of Paxson Communications
Television, Inc.(4)
3.5.2 -- Bylaws of Paxson Communications Television, Inc.(4)
3.6.1 -- Articles of Incorporation of Paxson Communications of
Atlanta-14, Inc.(4)
3.6.2 -- Bylaws of Paxson Communications of Atlanta-14, Inc.(4)
3.7.1 -- Articles of Incorporation of Paxson Atlanta License, Inc.(4)
3.7.2 -- Bylaws of Paxson Atlanta License, Inc.(4)
3.8.1 -- Articles of Incorporation of Paxson Communications of
Boston-60, Inc.(4)
3.8.2 -- Bylaws of Paxson Communications of Boston-60, Inc.(4)
3.9.1 -- Articles of Incorporation of Paxson Boston License, Inc.(4)
3.9.1 -- Bylaws of Paxson Boston License, Inc.(4)
3.10.1 -- Articles of Incorporation of Paxson Communications of
Dallas-68, Inc.(4)
3.10.2 -- Bylaws of Paxson Communications of Dallas-68, Inc.(4)
3.11.1 -- Articles of Incorporation of Paxson Dallas License, Inc.(4)
3.11.2 -- Bylaws of Paxson Dallas License, Inc.(4)
3.12.1 -- Articles of Incorporation of Paxson Communications of New
London-26, Inc.(4)
3.12.2 -- Bylaws of Paxson Communications of New London-26, Inc.(4)
3.13.1 -- Articles of Incorporation of Paxson Communications of
Philadelphia-61, Inc.(4)
3.13.2 -- Bylaws of Paxson Communications of Philadelphia-61, Inc.(4)
3.14.1 -- Articles of Incorporation of Paxson Philadelphia License,
Inc.(4)
3.14.2 -- Bylaws of Paxson Philadelphia License, Inc.(4)
3.15.1 -- Articles of Incorporation of Paxson Communications of
Miami-35, Inc.(4)
3.15.2 -- Bylaws of Paxson Communications of Miami-35, Inc.(4)
3.16.1 -- Articles of Incorporation of Paxson Communications of San
Jose-65, Inc.(4)
3.16.2 -- Bylaws of Paxson Communications of San Jose-65, Inc.(4)
3.17.1 -- Articles of Incorporation of Paxson San Jose License,
Inc.(4)
3.17.2 -- Bylaws of Paxson San Jose License, Inc.(4)
3.18.1 -- Articles of Incorporation of Paxson Communications of
Tampa-66, Inc.(4)
3.18.2 -- Bylaws of Paxson Communications of Tampa-66, Inc.(4)
3.19.1 -- Articles of Incorporation of Paxson Communications of Los
Angeles-30, Inc.(4)
3.19.2 -- Bylaws of Paxson Communications of Los Angeles-30, Inc.(4)
3.20.1 -- Articles of Incorporation of Paxson Los Angeles License,
Inc.(4)
3.20.2 -- Bylaws of Paxson Los Angeles License, Inc.(4)
3.21.1 -- Articles of Incorporation of Paxson Communications of
Minneapolis-41, Inc.(4)
3.21.2 -- Bylaws of Paxson Communications of Minneapolis-41, Inc.(4)
3.22.1 -- Articles of Incorporation of Paxson Communications of St.
Louis-13, Inc.(4)
3.22.2 -- Bylaws of Paxson Communications of St. Louis-13, Inc.(4)
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.23.1 -- Articles of Incorporation of Paxson Minneapolis License,
Inc.(4)
3.23.2 -- Bylaws of Paxson Minneapolis License, Inc.(4)
3.24.1 -- Articles of Incorporation of Paxson Communications of
Orlando-56, Inc.(4)
3.24.2 -- Bylaws of Paxson Communications of Orlando-56, Inc.(4)
3.25.1 -- Articles of Incorporation of Paxson Communications of
Houston-49, Inc.(4)
3.25.2 -- Bylaws of Paxson Communications of Houston-49, Inc.(4)
3.26.1 -- Articles of Incorporation of Paxson Houston License, Inc.(4)
3.26.2 -- Bylaws of Paxson Houston License, Inc.(4)
3.27.1 -- Certificate of Incorporation of Infomall TV Network, Inc.(4)
3.27.2 -- Bylaws of Infomall TV Network, Inc.(4)
3.28.1 -- Articles of Incorporation of Paxson Communications of
Cleveland-67, Inc.(4)
3.28.2 -- Bylaws of Paxson Communications of Cleveland-67, Inc.(4)
3.29.1 -- Articles of Incorporation of Paxson Communications of
Washington-60, Inc.(4)
3.29.2 -- Bylaws of Paxson Communications of Washington-60, Inc.(4)
3.30.1 -- Articles of Incorporation of Paxson Washington License,
Inc.(4)
3.30.2 -- Bylaws of Paxson Washington License, Inc.(4)
3.31.1 -- Articles of Incorporation of Paxson Communications of
Phoenix-13, Inc.(4)
3.31.2 -- Bylaws of Paxson Communications of Phoenix-13, Inc.(4)
3.32.1 -- Articles of Incorporation of Paxson Phoenix License, Inc.(4)
3.32.2 -- Bylaws of Paxson Phoenix License, Inc.(4)
3.33.1 -- Articles of Incorporation of Infomall Los Angeles, Inc.(4)
3.33.2 -- Bylaws of Infomall Los Angeles, Inc.(4)
3.34.1 -- Articles of Incorporation of Paxson Communications of
Milwaukee-55, Inc.(4)
3.34.2 -- Bylaws of Paxson Communications of Milwaukee-55, Inc.(4)
3.35.1 -- Articles of Incorporation of Paxson Communications of
Denver-59, Inc.(4)
3.35.2 -- Bylaws of Paxson Communications of Denver-59, Inc.(4)
3.36.1 -- Articles of Incorporation of Paxson Communications of New
York-43, Inc.(4)
3.36.2 -- Bylaws of Paxson Communications of New York-43, Inc.(4)
3.37.1 -- Articles of Incorporation of Paxson New York License,
Inc.(4)
3.37.2 -- Bylaws of Paxson New York License, Inc.(4)
3.38.1 -- Articles of Incorporation of Paxson Communications of
Akron-23, Inc.(4)
3.38.2 -- Bylaws of Paxson Communications of Akron-23, Inc.(4)
3.39.1 -- Articles of Incorporation of Paxson Akron License, Inc.(4)
3.39.2 -- Bylaws of Paxson Akron License, Inc.(4)
3.40.1 -- Articles of Incorporation of Paxson Communications of
Dayton-26, Inc.(4)
3.40.2 -- Bylaws of Paxson Communications of Dayton-26, Inc.(4)
3.41.1 -- Articles of Incorporation of Paxson Communications of San
Juan, Inc.(7)
3.41.2 -- Bylaws of Paxson Communications of San Juan, Inc.(7)
3.42.1 -- Articles of Incorporation of Paxson Communications of Battle
Creek-43, Inc.(7)
3.42.2 -- Bylaws of Paxson Communications of Battle Creek-43, Inc.(7)
3.43.1 -- Articles of Incorporation of Paxson Communications of
Albany-55, Inc.(7)
3.43.2 -- Bylaws of Paxson Communications of Albany-55, Inc.(7)
3.44.1 -- Articles of Incorporation of Paxson Albany License, Inc.(7)
3.44.2 -- Bylaws of Paxson Albany License, Inc.(7)
3.45.1 -- Articles of Incorporation of Paxson Communications of
Raleigh Durham-47, Inc.(7)
3.45.2 -- Bylaws of Paxson Communications of Raleigh Durham-47,
Inc.(7)
3.46.1 -- Articles of Incorporation of Paxson Communications L.P.T.V.,
Inc.(7)
3.46.2 -- Bylaws of Paxson Communications L.P.T.V., Inc.(7)
3.47.1 -- Articles of Incorporation of Paxson Dayton License, Inc.(7)
3.47.2 -- Bylaws of Paxson Dayton License, Inc.(7)
3.48.1 -- Articles of Incorporation of Paxson Denver License, Inc.(7)
3.48.2 -- Bylaws of Paxson Denver License, Inc.(7)
3.49.1 -- Articles of Incorporation of Paxson Communications of
Providence-69, Inc.(7)
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.49.2 -- Bylaws of Paxson Communications of Providence-69, Inc.(7)
3.50.1 -- Articles of Incorporation of Paxson Communications of
Greensboro-16, Inc.(7)
3.50.2 -- Bylaws of Paxson Communications of Greensboro-16, Inc.(7)
3.51.1 -- Articles of Incorporation of Paxson Greensboro License,
Inc.(7)
3.51.2 -- Bylaws of Paxson Greensboro License, Inc.(7)
3.52.1 -- Articles of Incorporation of Paxson Communications of
Tulsa-44, Inc.(7)
3.52.2 -- Bylaws of Paxson Communications of Tulsa-44, Inc.(7)
3.53.1 -- Articles of Incorporation of Paxson Sports Ventures
Company(7)
3.53.2 -- Bylaws of Paxson Sports Ventures Company(7)
3.54.1 -- Articles of Incorporation of PCC Direct, Inc.(7)
3.54.2 -- Bylaws of PCC Direct, Inc.(7)
3.55.1 -- Articles of Incorporation of Paxson Communications of
Oklahoma City-62, Inc.(7)
3.55.2 -- Bylaws of Paxson Communications of Oklahoma City-62, Inc.(7)
3.56.1 -- Articles of Incorporation of Paxson Communications of
Sacramento-29, Inc.(7)
3.56.2 -- Bylaws of Paxson Communications of Sacramento-29, Inc.(7)
3.57.1 -- Articles of Incorporation of Paxson Sacramento License,
Inc.(7)
3.57.2 -- Bylaws of Paxson Sacramento License, Inc.(7)
3.58.1 -- Articles of Incorporation of Paxson Communications of
Seattle-33, Inc.(7)
3.58.2 -- Bylaws of Paxson Communications of Seattle-33, Inc.(7)
3.59.1 -- Articles of Incorporation of Paxson Seattle License, Inc.(7)
3.59.2 -- Bylaws of Paxson Seattle License, Inc.(7)
3.60.1 -- Articles of Incorporation of Paxson Communications of
Boston-46, Inc.(7)
3.60.2 -- Bylaws of Paxson Communications of Boston-46, Inc.(7)
3.61.1 -- Articles of Incorporation of Paxson Communications of Little
Rock-42, Inc.(7)
3.61.2 -- Bylaws of Paxson Communications of Little Rock-42, Inc.(7)
3.62.1 -- Articles of Incorporation of Paxson Little Rock License,
Inc.(7)
3.62.2 -- Bylaws of Paxson Little Rock License, Inc.(7)
3.63.1 -- Articles of Incorporation of Paxson Communications of
Phoenix-51, Inc.(7)
3.63.2 -- Bylaws of Paxson Communications of Phoenix-51, Inc.(7)
3.64.1 -- Articles of Incorporation of Paxson Communications of
Birmingham-44, Inc.(7)
3.64.2 -- Bylaws of Paxson Communications of Birmingham-44, Inc.(7)
3.65.1 -- Articles of Incorporation of Paxson Birmingham License,
Inc.(7)
3.65.2 -- Bylaws of Paxson Birmingham License, Inc.(7)
3.66.1 -- Articles of Incorporation of Paxson Sports of Miami, Inc.(7)
3.66.2 -- Bylaws of Paxson Sports of Miami, Inc.(7)
3.67.1 -- Articles of Incorporation of Paxson Communications of Salt
Lake City-30, Inc.
3.67.2 -- Bylaws of Paxson Communications of Salt Lake City-30, Inc.
3.68.1 -- Articles of Incorporation of Paxson Salt Lake City License,
Inc.
3.68.2 -- Bylaws of Paxson Salt Lake City License, Inc.
3.69.1 -- Articles of Incorporation of Paxson Oklahoma City License,
Inc.
3.69.2 -- Bylaws of Paxson Oklahoma City License, Inc.
3.70.1 -- Articles of Incorporation of Paxson Communications of
Washington-66, Inc.
3.70.2 -- Bylaws of Paxson Communications of Washington-66, Inc.
3.71.1 -- Articles of Incorporation of Paxson Communications of
Scranton-64, Inc.
3.71.2 -- Bylaws of Paxson Communications of Scranton-64, Inc.
3.72.1 -- Articles of Incorporation of Paxson Scranton License, Inc.
3.72.2 -- Bylaws of Paxson Scranton License, Inc.
3.73.1 -- Articles of Incorporation of Paxson Communications of Kansas
City-50, Inc.
3.73.2 -- Bylaws of Paxson Communications of Kansas City-50, Inc.
3.74.1 -- Articles of Incorporation of Paxson Milwaukee License, Inc.
3.74.2 -- Bylaws of Paxson Milwaukee License, Inc.
3.75.1 -- Articles of Incorporation of Paxson Communications of
Hartford-18, Inc.
3.75.2 -- Bylaws of Paxson Communications of Hartford-18, Inc.
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.76.1 -- Articles of Incorporation of Paxson Communications of
Pittsburgh-40, Inc.
3.76.2 -- Bylaws of Paxson Communications of Pittsburgh-40, Inc.
3.77.1 -- Articles of Incorporation of Paxson Communications of
Detroit-31, Inc.
3.77.2 -- Bylaws of Paxson Communications of Detroit-31, Inc.
3.78.1 -- Articles of Incorporation of Paxson Detroit License, Inc.
3.78.2 -- Bylaws of Paxson Detroit License, Inc.
3.79.1 -- Articles of Incorporation of Paxson Pittsburgh License, Inc.
3.79.2 -- Bylaws of Paxson Pittsburgh License, Inc.
3.80.1 -- Articles of Incorporation of Paxson Communications of
Roanoke-38, Inc.
3.80.2 -- Bylaws of Paxson Communications of Roanoke-38, Inc.
3.81.1 -- Articles of Incorporation of Paxson Roanoke License, Inc.
3.81.2 -- Bylaws of Paxson Roanoke License, Inc.
3.82.1 -- Articles of Incorporation of Paxson Communications of
Fresno-61, Inc.
3.82.2 -- Bylaws of Paxson Communications of Fresno-61, Inc.
3.83.1 -- Articles of Incorporation of Paxson Fresno License, Inc.
3.83.2 -- Bylaws of Paxson Fresno License, Inc.
3.84.1 -- Articles of Incorporation of Paxson Communications of
Nashville-28, Inc.
3.84.2 -- Bylaws of Paxson Communications of Nashville-28, Inc.
3.85.1 -- Articles of Incorporation of Paxson Tennessee License, Inc.
3.85.2 -- Bylaws of Paxson Tennessee License, Inc.
3.86.1 -- Articles of Incorporation of Paxson Communications of Cedar
Rapids-48, Inc.
3.86.2 -- Bylaws of Paxson Communications of Cedar Rapids-48, Inc.
3.87.1 -- Articles of Incorporation of Paxson Cedar Rapids License,
Inc.
3.87.2 -- Bylaws of Paxson Cedar Rapids License, Inc.
3.88.1 -- Articles of Incorporation of Paxson Communications of
Buffalo-51, Inc.
3.88.2 -- Bylaws of Paxson Communications of Buffalo-51, Inc.
3.89.1 -- Articles of Incorporation of Paxson Buffalo License, Inc.
3.89.2 -- Bylaws of Paxson Buffalo License, Inc.
3.90 1 -- Articles of Incorporation of Paxson Communications of Green
Bay-14, Inc.
3.90.2 -- Bylaws of Paxson Communications of Green Bay-14, Inc.
3.91.1 -- Articles of Incorporation of Paxson Green Bay License, Inc.
3.91.2 -- Bylaws of Paxson Green Bay License, Inc.
3.92.1 -- Articles of Incorporation of Paxson Communications of
Tucson-46, Inc.
3.92.2 -- Bylaws of Paxson Communications of Tucson-46, Inc.
3.93.1 -- Articles of Incorporation of Paxson Tucson License, Inc.
3.93.2 -- Bylaws of Paxson Tucson License, Inc.
3.94.1 -- Articles of Incorporation of Paxson Communications of New
York-31, Inc.
3.94.2 -- Bylaws of Paxson Communications of New York-31, Inc.
3.95.1 -- Articles of Incorporation of Paxson Miami-35 License, Inc.
3.95.2 -- Bylaws of Paxson Miami-35 License, Inc.
3.96.1 -- Articles of Incorporation of Paxson Tampa-66 License, Inc.
3.96.2 -- Bylaws of Paxson Tampa-66 License, Inc.
3.97.1 -- Articles of Incorporation of Paxson Communications of
Hawaii-66, Inc.
3.97.2 -- Bylaws of Paxson Communications of Hawaii-66, Inc.
3.98.1 -- Articles of Incorporation of Paxson Hawaii License, Inc.
3.98.2 -- Bylaws of Paxson Hawaii License, Inc.
3.99.1 -- Articles of Incorporation of Paxson Communications of Los
Angeles-63, Inc.
3.99.2 -- Bylaws of Paxson Communications of Los Angeles-63, Inc.
3.100.1 -- Articles of Incorporation of Paxson Communications of
Albuquerque-14, Inc.
3.100.2 -- Bylaws of Paxson Communications of Albuquerque-14, Inc.
3.101.1 -- Articles of Incorporation of Paxson Communications of
Fayetteville-62, Inc.
3.101.2 -- Bylaws of Paxson Communications of Fayetteville-62, Inc.
3.102.1 -- Articles of Incorporation of Paxson Fayetteville License,
Inc.
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.102.2 -- Bylaws of Paxson Fayetteville License, Inc.
3.103.1 -- Operating Agreement of Ocean State Television L.L.C.
3.103.2 -- Certificate of Organization of Ocean State Television L.L.C.
3.104.1 -- Articles of Incorporation of United Broadcast Group II, Inc.
3.104.2 -- Bylaws of United Broadcast Group II, Inc.
3.105.1 -- Articles of Incorporation of Paxson Communications of
Charleston-29, Inc.
3.105.2 -- Bylaws of Paxson Communications of Charleston-29, Inc.
3.106.1 -- Articles of Incorporation of Paxson Charleston License, Inc.
3.106.2 -- Bylaws of Paxson Charleston License, Inc.
3.107.1 -- Articles of Incorporation of Jetstar Development, Inc.
3.107.2 -- Bylaws of Jetstar Development, Inc.
3.108.1 -- Certificate of Incorporation of Pax Net, Inc.
3.108.2 -- Bylaws of Pax Net, Inc.
3.109.1 -- Articles of Incorporation of Paxson Television Productions,
Inc.
3.109.2 -- Bylaws of Paxson Television Productions, Inc.
3.110.1 -- Articles of Incorporation of Paxson Communications of
Syracuse-56, Inc.
3.110.2 -- Bylaws of Paxson Communications of Syracuse-56, Inc.
3.111.1 -- Articles of Incorporation of Paxson Syracuse License, Inc.
3.111.2 -- Bylaws of Paxson Syracuse License, Inc.
3.112.1 -- Articles of Incorporation of Paxson Communications of
Decatur-23, Inc.
3.112.2 -- Bylaws of Paxson Communications of Decatur-23, Inc.
3.113.1 -- Articles of Incorporation of Paxson Decatur License, Inc.
3.113.2 -- Bylaws of Paxson Decatur License, Inc.
3.114.1 -- Articles of Incorporation of Paxson Communications of
Memphis-50, Inc.
3.114.2 -- Bylaws of Paxson Communications of Memphis-50, Inc.
3.115.1 -- Articles of Incorporation of Paxson Communications of
Knoxville-54, Inc.
3.115.2 -- Bylaws of Paxson Communications of Knoxville-54, Inc.
3.116.1 -- Articles of Incorporation of Paxson Communications of New
Orleans-49, Inc.
3.116.2 -- Bylaws of Paxson Communications of New Orleans-49, Inc.
3.117.1 -- Articles of Incorporation of Paxson Communications of
Portland-23, Inc.
3.117.2 -- Bylaws of Paxson Communications of Portland-23, Inc.
3.118.1 -- Articles of Incorporation of Paxson Orlando License, Inc.
3.118.2 -- Bylaws of Paxson Orlando License, Inc.
3.119.1 -- Articles of Incorporation of Paxson Communications of
Chicago-38, Inc.
3.119.2 -- Bylaws of Paxson Communications of Chicago-38, Inc.
3.120.1 -- Articles of Incorporation of Paxson Chicago License, Inc.
3.120.2 -- Bylaws of Paxson Chicago License, Inc.
3.121.1 -- Articles of Incorporation of Paxson Communications of
Norfolk-49, Inc.
3.121.2 -- Bylaws of Paxson Communications of Norfolk-49, Inc.
3.122.1 -- Articles of Incorporation of Paxson Albuquerque License,
Inc.
3.122.2 -- Bylaws of Paxson Albuquerque License, Inc.
3.123.1 -- Articles of Incorporation of Paxson Communications of
Davenport-67, Inc.
3.123.2 -- Bylaws of Paxson Communications of Davenport-67, Inc.
3.124.1 -- Articles of Incorporation of Paxson Davenport License, Inc.
3.124.2 -- Bylaws of Paxson Davenport License, Inc.
3.125.1 -- Articles of Incorporation of Paxson Communications of Des
Moines-39, Inc.
3.125.2 -- Bylaws of Paxson Communications of Des Moines-39, Inc.
3.126.1 -- Articles of Incorporation of Paxson Des Moines License, Inc.
3.126.2 -- Bylaws of Paxson Des Moines License, Inc.
3.127.1 -- Articles of Incorporation of Paxson Communications of
Greenville-38, Inc.
3.127.2 -- Bylaws of Paxson Communications of Greenville-38, Inc.
3.128.1 -- Articles of Incorporation of Paxson Greenville License, Inc.
3.128.2 -- Bylaws of Paxson Greenville License, Inc.
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.129.1 -- Articles of Incorporation of Paxson Communications of
Jackson-51, Inc.
3.129.2 -- Bylaws of Paxson Communications of Jackson-51, Inc.
3.130.1 -- Articles of Incorporation of Paxson Jackson License, Inc.
3.130.2 -- Bylaws of Paxson Jackson License, Inc.
3.131.1 -- Articles of Incorporation of Paxson Communications of
Mobile-61, Inc.
3.131.2 -- Bylaws of Paxson Communications of Mobile-61, Inc.
3.132.1 -- Articles of Incorporation of Paxson Mobile License, Inc.
3.132.2 -- Bylaws of Paxson Mobile License, Inc.
3.133.1 -- Articles of Incorporation of Paxson Communications of
Odessa-30, Inc.
3.133.2 -- Bylaws of Paxson Communications of Odessa-30, Inc.
3.134.1 -- Articles of Incorporation of Paxson Odessa License, Inc.
3.134.2 -- Bylaws of Paxson Odessa License, Inc.
3.135.1 -- Articles of Incorporation of Paxson Portland License, Inc.
3.135.2 -- Bylaws of Paxson Portland License, Inc.
3.136.1 -- Articles of Incorporation of Paxson Communications of
Shreveport-21, Inc.
3.136.2 -- Bylaws of Paxson Communications of Shreveport-21, Inc.
3.137.1 -- Articles of Incorporation of Paxson Shreveport License, Inc.
3.137.2 -- Bylaws of Paxson Shreveport License, Inc.
3.138.1 -- Articles of Incorporation of Paxson Communications of
Spokane-34, Inc.
3.138.2 -- Bylaws of Paxson Communications of Spokane-34, Inc.
3.139.1 -- Articles of Incorporation of Paxson Spokane License, Inc.
3.139.2 -- Bylaws of Paxson Spokane License, Inc.
3.140.1 -- Articles of Incorporation of Paxson Communications of St.
Croix-15, Inc.
3.140.2 -- Bylaws of Paxson Communications of St. Croix-15, Inc.
3.141.1 -- Articles of Incorporation of Paxson St. Croix License, Inc.
3.141.2 -- Bylaws of Paxson St. Croix License, Inc.
3.142.1 -- Articles of Incorporation of Paxson Communications of
Springfield-34, Inc.
3.142.2 -- Bylaws of Paxson Communications of Springfield-34, Inc.
3.143.1 -- Articles of Incorporation of Paxson Springfield License,
Inc.
3.143.2 -- Bylaws of Paxson Springfield License, Inc.
3.144.1 -- Articles of Incorporation of S&E Network, Inc.
3.144.2 -- Bylaws of S&E Network, Inc.
3.145.1 -- Articles of Incorporation of Channel 56 of Orlando, Inc.
3.145.2 -- Bylaws of Channel 56 of Orlando, Inc.
3.146.1 -- Certificate of Incorporation of Travel Channel Acquisition
Corporation
3.146.2 -- Bylaws of Travel Channel Acquisition Corporation
3.147.1 -- Articles of Incorporation of Paxson Communications of West
Palm Beach-67, Inc.
3.147.2 -- Bylaws of Paxson Communications of West Palm Beach-67, Inc.
3.148.1 -- Articles of Incorporation of Paxson Communications of
Lexington-67, Inc.
3.148.2 -- Bylaws of Paxson Communications of Lexington-67, Inc.
3.149.1 -- Articles of Incorporation of Paxson Lexington License, Inc.
3.149.2 -- Bylaws of Paxson Lexington License, Inc.
3.150.1 -- Articles of Incorporation of Paxson Communications of
Portland-22, Inc.
3.150.2 -- Bylaws of Paxson Communications of Portland-22, Inc.
3.151.1 -- Articles of Incorporation of Paxson Salem License, Inc.
3.151.2 -- Bylaws of Paxson Salem License, Inc.
3.152.1 -- Articles of Incorporation of Paxson Communications of San
Antonio-26, Inc.
3.152.2 -- Bylaws of Paxson Communications of San Antonio-26, Inc.
3.153.1 -- Articles of Incorporation of Paxson Communications of
Fargo-27, Inc.
3.153.2 -- Bylaws of Paxson Communications of Fargo-27, Inc.
3.154.1 -- Articles of Incorporation of Paxson Tulsa License, Inc.
3.154.2 -- Bylaws of Paxson Tulsa License, Inc.
3.155.1 -- Articles of Incorporation of Paxson Knoxville License, Inc.
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
3.155.2 -- Bylaws of Paxson Knoxville License, Inc.
3.156.1 -- Articles of Incorporation of Pax Net Television Productions,
Inc.
3.156.2 -- Bylaws of Pax Net Television Productions, Inc.
3.157.1 -- Articles of Incorporation of Paxson Communications of
Wausau-46, Inc.
3.157.2 -- Bylaws of Paxson Communications of Wausau-46, Inc.
3.158.1 -- Articles of Incorporation of Paxson Wausau License, Inc.
3.158.2 -- Bylaws of Paxson Wausau License, Inc.
3.159.1 -- Articles of Incorporation of Paxson Fargo License, Inc.
3.159.2 -- Bylaws of Paxson Fargo License, Inc.
3.160.1 -- Operating Agreement of Paxson Communications License
Company, LLC
3.160.2 -- Certificate of Organization of Paxson Communications License
Company, LLC
3.161.1 -- Articles of Incorporation of Cocola Media Corporation of San
Francisco
3.161.2 -- Bylaws of Cocola Media Corporation of San Francisco
3.162.1 -- Articles of Incorporation of Channel 44 of Tulsa, Inc.
3.162.2 -- Bylaws of Channel 44 of Tulsa, Inc.
3.163.1 -- Certificate of Incorporation of Cocola Media Corporation of
Florida
3.163.2 -- Bylaws of Cocola Media Corporation of Florida
3.164.1 -- Articles of Incorporation of Paxson Kansas City License,
Inc.
3.164.2 -- Bylaws of Paxson Kansas City License, Inc.
4.1 -- Indenture dated as of September 28, 1995 by and between the
Company, the guarantors named therein and The Bank of New
York, as Trustee, with respect to the Senior Subordinated
Notes(4)
4.2 -- Form of Senior Subordinated Note with Form of Guarantee(4)
4.3 -- Indenture dated as of October 4, 1996 by and between the
Company, the Guarantors named therein and the Bank of New
York, as Trustee, with respect to the Exchange Debentures(7)
4.4 -- Indenture dated as of June 10, 1998 by and between the
Company, the Guarantors named therein and the Bank of New
York, as Trustee, with respect to the New Exchange
Debentures*
4.5 -- Second Amended and Restated Credit Agreement, dated as of
April 28, 1998, among Paxson Communications Corporation, the
several lenders from time to time parties thereto and Union
Bank of California, N.A., as the Agent*
4.6 -- Form of Stock Certificate of the 13 1/4% Cumulative Junior
Exchangeable Preferred Stock*
5.1 -- Opinion of Holland & Knight LLP regarding the legality of
the New Junior Preferred Stock, including consent
9.1 -- Amended and Restated Stockholders Agreement, dated as of
December 22, 1994, by and among the Company and certain
stockholders thereof(2)
9.2 -- Agreement, dated March 26, 1996, amending the Amended and
Restated Stockholders Agreement, dated as of December 22,
1994, by and among the Company and certain stockholders
thereof and certain related agreements(5)
10.1 -- Securities Purchase Agreement, dated as of September 22,
1995, by and among the Company, the Guarantors named therein
and the Initial Purchasers named therein(4)
10.3 -- Stock Purchase Agreement, dated as of December 22, 1994, by
and among the Company and certain purchasers of Company
securities(2)
10.4 -- Amended and Restated Stockholders Agreement, dated as of
December 22, 1994, by and among the Company and certain
stockholders thereof (incorporated by reference to Exhibit
9.1)(2)
10.4.1 -- Agreement, dated March 26, 1996 amending the Amended and
Restated Stockholders Agreement, by and among the Company
and certain stockholders thereof and certain related
agreements (incorporated by reference to Exhibit 9.2)
10.5 -- Exchange and Consent Agreement, dated as of December 22,
1994 by and among the Company and certain stockholders
thereof(2)
10.26 -- Employment Agreement, dated as of June 30, 1994, by and
between the Company and Lowell W. Paxson(1)
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
10.27 -- Paxson Communications Corp. Profit Sharing Plan(1)
10.28 -- Paxson Communications Corp. Stock Incentive Plan(1)
10.36 -- Real Estate Sale and Purchase Agreement, dated as of May 18,
1995, by and between F&M Bank--Martinsburg and Paxson
Communications of Washington-60, Inc.(3)
10.46 -- Non-compete Agreement, dated August 18, 1995, between the
Company and Lowell W. Paxson(4)
10.54 -- Indenture, dated as of September 28, 1995, among the
Company, the Guarantors named therein and The Bank of New
York, as Trustee with respect to the Senior Subordinated
Notes(4)
10.83 -- Lease Agreement, dated June 14, 1994, between Paxson
Communications of Tampa-66, Inc. and The Christian Network,
Inc. for lease of production and distribution facilities at
WFCT-TV(5)
10.89 -- Amended and Restated Promissory Note dated August 5, 1996
between Roberts Broadcasting of Salt Lake City, L.L.C. and
Paxson Communications of Salt Lake City-16, Inc.(6)
10.90 -- First Amendment to Loan Agreement dated August 5, 1996
between Roberts Broadcasting of Salt Lake City, L.L.C. and
Paxson Communications of Salt Lake City-16, Inc.(6)
10.103 -- Construction Agreement, dated April 16, 1996, by and among
Offshore Broadcasting Corporation, Ocean State Television,
L.L.C. and Paxson Communications of Providence-69, Inc.(6)
10.104 -- Loan Agreement, dated April 16, 1996, by and among Paxson
Communications of Providence-69, Inc., Offshore Broadcasting
Corporation and Ocean State Television, L.L.C.(6)
10.110 -- Subordinated Note between MacDonald Communications
Corporation and the Company for $3,000,000 dated June 7,
1996.(6)
10.116 -- Asset Purchase Agreement, dated July 1, 1996, by and among
Paxson Communications of New London-26, Inc., Paxson New
London License, Inc., and Roberts Broadcasting of Hartford,
L.L.C.(6)
10.123 -- Asset Exchange Agreement, dated August 7, 1996, by and
between Paxson Broadcasting of Birmingham-44, Inc. and
WNAL-TV Inc.(6)
10.124 -- Loan Agreement, dated August 7, 1996, by and between Paxson
Broadcasting of Birmingham-44 Inc. and WNAL-TV Inc.(6)
10.125 -- Time Brokerage Agreement, dated August 7, 1996, by and
between Paxson Broadcasting of Birmingham-44 Inc. and
WNAL-TV Inc.(6)
10.126 -- Option Agreement by and among Paxson Communications of Salt
Lake City-16, Inc. and Roberts Broadcasting of Salt Lake
City L.L.C., dated August 5, 1996(6)
10.127 -- Asset Purchase Agreement, dated July 31, 1996, by and
between Paxson Communications of Oklahoma City-62, Inc. and
Aracelis Ortiz for Television Station KMNZ-TV, Oklahoma
City, Oklahoma(8)
10.128 -- Purchase Agreement, dated July 31, 1996, by and among
America 51, L.P., Paxson Communications of Phoenix-51, Inc.,
and Hector Garcia Salvatierra for Television Station Channel
51, Tolleson, Arizona(8)
10.129 -- Loan, Option and Related Transactions, dated August 19,
1996, between Paxson Communications of Seattle-24, Inc. and
World Television of Washington, L.L.C. for Television
Station KBCB(TV), Bellingham, Washington(8)
10.130 -- Stock Purchase and Related Transactions, dated August 21,
1996, between Paxson Communications of Little Rock-42, Inc.,
Leininger-Geddes Partnership and Channel 42 of Little Rock,
Inc. for Television Station KVUT(TV), Little Rock,
Arkansas(8)
10.131 -- Asset Purchase and Sale Agreement, dated August 27, 1996,
between Intermart Broadcasting First Coast, Inc., and Paxson
Broadcasting of Jacksonville, Limited Partnership for Radio
Station WPVJ-FM of Ponte Verda Beach, Florida(8)
10.132 -- Purchase Agreement, dated August 29, 1996, by and between
Boardworks Outdoor Advertising Company, Inc., and Paxson
Outdoor, Inc.(8)
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S> <C>
10.133 -- Asset Purchase Agreement, dated August 30, 1996, by and
between Paxson Communications Television, Inc. and Alpha &
Omega Communications, L.L.C. for Television Station KOOG-TV,
Ogden, Utah(8)
10.134 -- Loan Agreement, dated September 6, 1996, by and between
Ponce-Nicasio Broadcasting, A Limited Partnership and Paxson
Communications of Sacramento-29, Inc. for Television Station
KCMY-TV, Sacramento, California(8)
10.135 -- Option Agreement, dated September 6, 1996, by and between
Ponce-Nicasio Broadcasting, A Limited Partnership and Paxson
Communications of Sacramento for Television Station KCMY-TV,
Sacramento, California(8)
10.136 -- Asset Purchase Agreement, dated September 12, 1996, by and
between The Moody Bible Institute of Chicago and Paxson
Broadcasting of Tampa, Limited Partnership for Radio Station
WKES-FM, St., Petersburg, Florida(8)
10.137 -- Asset Purchase Agreement, dated September 27, 1996, by and
between Channel 46 of Boston, Inc. and Massachusetts
Redevelopment Limited Liability Company for Television
Station WHRC(TV), Norwell, Massachusetts(8)
10.138 -- Easement Agreement, dated October 9, 1996, by and between
Kartworlds of Central Florida L.C. and Paxson Outdoor,
Inc.(8)
10.139 -- Contract for Sale and Purchase, dated October 22, 1996,
between Southern Land Investors, LTD., and Paxson Outdoor,
Inc.(8)
10.139.1 -- Promissory Note, dated October 22, 1996, between Southern
Land Investors, LTD. and Paxson Outdoor, Inc.(8)
10.139.2 -- Real Estate Mortgage, dated October 22, 1996, Southern Land
Investors, Ltd. and Paxson Outdoor, Inc.(8)
10.139.3 -- Assignment of Rights Under Pre-annexation Agreement, dated
October 22, 1996, by and between Michael J. Grinstaff and
Southern Land Investors, Ltd.(8)
10.140 -- Stock Purchase Agreement, dated November 12, 1996, by and
between Housing Development Associates S.E. and Paxson
Communications of San Juan, Inc.(10)
10.141 -- Asset Purchase Agreement, dated November 21, 1996, by and
among Value Vision International, Inc., VVI Manassas, Inc.,
WVVI(TV), Inc., Paxson Communications of Washington-66,
Inc., and the Company(10)
10.142 -- Asset Purchase Agreement, dated November 21, 1996, by and
between Paxson Communications of Milwaukee-55, Inc. and
Channel 55 of Milwaukee, Inc.(10)
10.143 -- Asset Purchase Agreement, dated December 13, 1996, by and
between Paxson Communications of the Keys, Inc., and Key
Chain, Inc. for Radio Stations WFKZ-FM, Plantation Key,
Florida, WAVK-FM, Marathon, Florida, and WKRY-FM, Key West,
Florida(10)
10.144 -- Asset Purchase Agreement, dated December 10, 1996, by and
between Paxson Communications of Kansas City-50, Inc. and
Kansas City Youth for Christ, Inc. for Television Station
KYFC-TV, Kansas City, Missouri(10)
10.145 -- Stock Purchase Agreement, dated December 11, 1996, by and
among Channel 64 of Scranton, Inc., Paxson Communication of
Scranton-64, Inc. and Ted Ehrhardt D/B/A Ehrhardt
Broadcasting(10)
10.146 -- Asset Purchase Agreement, dated February 19, 1997, by and
between Paxson Communications of Ft. Pierce-34, Inc., and
Paramount Stations Group, Inc. for Television Station
WTVX(TV), Ft. Pierce, Florida(10)
10.147 -- Promissory Note, dated February 12, 1997, by and between
Roberts Broadcasting of Hartford, L.L.C. and Paxson
Communications of New London-26, Inc. for Television Station
WTWS (TV), New London, Connecticut(10)
10.147.1 -- Time Brokerage Agreement, dated February 12, 1997, by and
between Roberts Broadcasting of Hartford, L. L. C. and
Paxson Communications of New London-26, Inc. for Television
Station WTWS(TV), New London, Connecticut(10)
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
10.147.2 -- Amendment to Asset Purchase Agreement, dated December 16,
1996, by and among Roberts Broadcasting of Hartford, L.L.P.,
Paxson Communications of New London-26, Inc., and Paxson New
London License, Inc.(10)
10.148 -- Amended and Restated Promissory Note, dated April 16, 1996,
by and between Ocean State Television, L. L. C. and Paxson
Communications of Providence-69, Inc.(10)
10.149 -- Second Amendment to Stock Purchase and Option Agreement,
dated September 27, 1996, by and among Paxson Communications
of Battle Creek-43, Inc., Western Michigan Christian
Broadcasting, Inc., Western Michigan Family Broadcasting,
Inc., Horizon Broadcasting Corporation, and William B.
Popjes.(10)
10.150 -- Partnership Interest Purchase Agreement, dated February 14,
1997, by and among DP Media, Inc., Roberts Broadcasting,
L.L.C., and Roberts Broadcasting company of Raleigh-Durham,
L.P.(10)
10.151 -- Option Purchase Agreement, dated February 14, 1997, by and
between Paxson Communications of Raleigh-Durham-47, Inc.,
and D P. Media, Inc.(10)
10.153 -- Asset Purchase Agreement, dated March 13, 1997 by and among
Paxson Communications of Detroit-31, Inc. and Blackstar
Communications, Inc. for Television Stations WBSX(TV) and
W48AV(10)
10.154 -- Asset Purchase Agreement, dated March 25, 1997, by and
between Paxson Communications of West Palm Beach-25, Inc.
and The Hearst Corporation, for Television Station WPBF(TV),
West Palm Beach, Florida(10)
10.155 -- Purchase and Sale of Option, dated March 26, 1997, by and
between Paxson Communications of Cleveland-67, Inc., and
Global Broadcasting Systems, Inc. for Television Station
WOAC(TV), Cleveland, Ohio(10)
10.155.1 -- Purchase and Sale of Option, dated March 26, 1997, by and
between Paxson Communications of Atlanta-14, Inc., and
Global Broadcasting Systems, Inc. for Television Station
WNGM(TV), Atlanta, Georgia(10)
10.156 -- Asset purchase agreement, dated March 21, 1997, by and
between Whitehead Media of Florida, Inc., Whitehead
Broadcasting of Florida, Inc. and Paxson Communications of
Ft. Pierce-34, Inc. for Television Station WTVX(TV), Ft.
Pierce, Florida(10)
10.157 -- Paxson Communications Corporation 1996 Stock Incentive
Plan(9)
10.158 -- Loan agreement, dated March 26, 1996, by and between Paxson
Communications Corporation and Cocola Media Corporation of
San Francisco for television station KWOK-TV, Novato,
California(12)
10.159 -- Asset purchase agreement, dated April 1, 1997, by and
between Paxson Communications Corporation and The Kralowec
Children's Family Trust and KKAK-TV, Inc. for television
station KKAG(TV), Porterville, California(12)
10.160 -- Asset purchase agreement, dated May 5, 1997, by and among
Paxson Communications of Cedar Rapids-48, Inc., Fant
Broadcasting Company of Iowa, Inc. and Paxson Communications
Corporation for television station KTVC-TV, Cedar Rapids,
Iowa(12)
10.161 -- Asset purchase agreement, dated April 15, 1997, by and among
Paxson Communications of Buffalo-51, Inc., Fant Broadcasting
of New York, L.L.C., Anthony Fant and Paxson Communications
Corporation for television station WAQF-TV(12)
10.162 -- Assignment and acceptance agreement, dated April 18, 1997,
among WQED Pittsburgh and Paxson Communications of
Pittsburgh-40, Inc.(12)
10.163 -- Merger agreement, dated April 29, 1997, among WPBF Merger,
Inc. and WPBF License, Inc. and Paxson Communications of
West Palm Beach-25, Inc. and Paxson West Palm Beach License,
Inc.(11)
10163.1 -- Paxson Communications of West Palm Beach-25, Inc. and Paxson
West Palm Beach License, Inc. Subordinated Promissory Note,
dated April 29, 1997(11)
10.163.2 -- Time brokerage agreement, dated April 29, 1997, by and
between Paxson Communications of West Palm Beach-25, Inc.,
and Paxson West Palm Beach License, Inc., and Paxson
Communications of Florida, Inc.(11)
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
10.164 -- Asset purchase agreement, dated April 22, 1997, by and
between Paxson Communications of Miami-35, Inc. and Channel
35 of Miami, Inc.(12)
10.165 -- Asset purchase agreement, dated April 22, 1997, by and
between Paxson Communications of Tampa-66, Inc. and Channel
66 of Tampa, Inc.(12)
10.166 -- Asset purchase agreement, dated April 30, 1997, by and
between Paxson Communications of Green Bay-14, Inc and VCY
America, Inc. for television station WSCO(TV), Green Bay,
Wisconsin(12)
10.167 -- Asset purchase agreement, dated May 12, 1997, by and between
the Company, Paxson communications of New York City, ITT-Dow
Jones Television, ITT Corporation and Dow Jones & Company
for Television Station WBIS(TV), New York City, New York(12)
10.167.1 -- Time brokerage agreement, dated May 1997, by and between
ITT-Dow Jones Television and Paxson Communications of New
York-31, Inc. for Television Station WBIS(TV), New York
City, New York(12)
10.168 -- Construction Agreement, dated December 23, 1996, between
WHCT Broadcasting, Inc., and Paxson Communications of
Hartford-18, Inc. for WHCT(TV), Channel 18, Hartford,
Connecticut(13)
10.169 -- Asset Purchase Agreement, dated April 11, 1997, by and
between Roberts Broadcasting of Cookeville, L.L.C. and
Paxson Communications of Nashville-28, Inc. (13)
10.170 -- Amended and Restated Asset Purchase Agreement, dated April
15, 1997, by and among Paxson Communications of Buffalo-51,
Inc., Fant Broadcasting Company of New York, L.L.C., Anthony
Fant and Paxson Communications Corporation(13)
10.171 -- Asset Purchase Agreement, dated May 14, 1997, by and between
Paxson Communications of West Palm Beach, Inc. and American
Radio Systems Corporation(13)
10.172 -- Option Agreement, dated May 20, 1997, by and between Paxson
Communications of Honolulu-66, Inc. and Dove Broadcasting
Company of Hawaii, Inc. for television station KAPA(TV),
Kaneohe, Hawaii(13)
10.172.1 -- Loan Agreement, dated May 20, 1997, by and among Paxson
Communications of Honolulu-66, Inc., and Dove Broadcasting
Company of Hawaii(13)
10.173 -- Asset Purchase Agreement, dated May 28, 1997, by and among
Paxson Communications of Roanoke-38, Inc., Vine and Branch,
Inc. and Evangel Foursquare Church for television station
WEFC, Roanoke, Virginia(13)
10.174 -- Loan Agreement, dated June 10, 1997, by and between Paxson
Communications of Boston-46, Inc. and Channel 46 of Boston,
Inc. for television station WHRC(TV), Norwell,
Massachusetts(13)
10.175 -- Asset Acquisition Agreement, dated June 13, 1997, by and
among Landmark Communications, Inc., The Travel Channel,
Inc., and Paxson Communications(13)
10.176 -- Asset Purchase Agreement, dated June 23, 1997, by and
between Paxson Communications of Orlando-56, Inc. and
Channel 56 of Orlando, Inc.(13)
10.177 -- Loan Agreement, dated June 30, 1997, by and between Roberts
Broadcasting Company of Albuquerque and Paxson
Communications of Albuqurque-14, Inc. relating to television
station (Channel 14), Albuquerque, New Mexico(13)
10.178 -- Asset Purchase Agreement, dated June 25, 1997, by and
between John W. Hyde, as Chapter 11 Trustee of the Chapter
11 Debtor Estate of Riklis Broadcasting Corporation, AKA
KADY-TV, AKA Pacific Rim Video and Paxson Communications of
Los Angeles-63, Inc.(13)
10.179 -- Asset Purchase Agreement, dated August 25, 1997, by and
among Paxson Communications Corporation, Clear Channel
Metroplex, Inc., Clear Channel Metroplex Licenses, Inc. and
Clear Channel Communications, Inc. (filed as exhibit 2.1
with the Company's Form 8-K, dated October 1, 1997 and
incorporated herein by reference)
10.180 -- Asset Purchase Agreement, dated August 25, 1997, by and
among Paxson Communications Corporation, L. Paxson, Inc.,
Clear Channel Metroplex, Inc., Clear Channel Metroplex
Licenses, Inc. and Clear Channel Communications, Inc. (filed
as exhibit 2.2 with the Company's Form 8-K, dated October 1,
1997 and incorporated herein by reference)
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
10.181 -- Asset Purchase Agreement, dated August 29, 1997, by and
among Paxson Communications of Fayetteville-62, Inc.,
Fayetteville-Cumberland Telecasters, Inc.,
Fayetteville-Cumberland Telecasters Inc.,
Debtor-in-Possession, and Poplar Apartments Limited
Partnership for Television station WFAY, Fayetteville, North
Carolina(14)
10.182 -- Stock Purchase Agreement, dated September 2, 1997, by and
among Channel 29 of Charleston, Inc., Paxson Communications
of Charleston-29, Inc. and Mountaineer Broadcasting
Corporation and William L. Kepper(14)
10.183 -- Stock Purchase Agreement, dated September 9, 1997, by and
among Channel 46 of Tucson, Inc., Paxson Communications of
Tucson-46, Inc. and Sungilt Corporation, Inc. (14)
10.184 -- Asset Purchase Agreement, dated October 16, 1997, by and
between Paxson Communications Corporation and Channel 49
Acquisition Corporation for television station WJCB-TV,
Norfolk, Virginia(14)
10.185 -- Asset Purchase Agreement, dated October 24, 1997, between
Universal Outdoor, Inc. and Paxson Communications
Corporation(14)
10.186 -- Option Agreement, dated November 14, 1997, by and between
Paxson Communications Corporation and Flinn Broadcasting
Corporation for Television station WCCL-TV, New Orleans,
Louisiana(15)
10.187 -- Option Agreement, dated November 14, 1997, by and between
Paxson Communications Corporation and Flinn Broadcasting
Corporation for Television station WFBI-TV, Memphis,
Tennessee(15)
10.188 -- Asset Purchase Agreement, dated January 26, 1998, by and
among DP Media of Milwaukee, Inc., Paxson Communications of
Milwaukee-55, Inc. and Paxson Milwaukee License, Inc. for
Television station WPXE(TV), Kenosha, Wisconsin(15)
10.189 -- Asset and Stock Purchase and Option Grant Agreement, dated
as of November 14, 1997, by and among ValueVision
International, Inc., VVI Seattle, Inc., VVI LPTV, Inc., VVI
Spokane, Inc., VVI Tallahassee, Inc. and Paxson
Communications Corporation(15)
10.190 -- Limited Liability Company Agreement of The Travel Channel,
L.L.C. dated as of November 24, 1997(15)
10.191 -- Asset Purchase Agreement, dated as of November 24, 1997, by
and among Travel Channel Acquisition Corporation, Project
Discovery, Inc., Paxson Communications Corporation and
Discovery Communications, Inc.(15)
10.192 -- Guaranty Agreement, dated as of November 24, 1997, made by
Discovery Communications, Inc., in favor of Travel Channel
Acquisition Corporation(15)
10.193 -- Asset Exchange Agreement, dated January 26, 1998, by and
among Paxson Communications of Chicago-38, Inc., Christian
Communications of Chicagoland, Inc., and Paxson
Communications Corporation(15)
10.193.1 -- Programming Agreement by and between Paxson Communications
of Chicago-38, Inc. and Christian Communications of
Chicagoland Inc.(15)
10.194 -- Asset Purchase Agreement, dated March 19, 1998, by and
between Paxson Communications of Atlanta-14, Inc. and SKMD
Broadcasting Partnership and USA Station Group of Maryland,
Inc.(16)
10.195 -- Asset Purchase Agreement, dated March 19, 1998, by and among
Paxson Communications of Portland-22, Inc.; Paxson
Communications Corporation; Blackstar Communications of
Oregon, Inc.; and Blackstar of Salem, Inc.(16)
10.196 -- Membership Purchase Agreement, dated January 14, 1998, by
and among Dr. Joseph A. Zavaletta, South Texas Vision,
L.L.C., Paxson Communications of San Antonio-26, Inc., and
Paxson Communications Corporation for television station
Channel 26, Uvalde, Texas(16)
10.197 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Jeffrey Sagansky*
10.198 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and James B. Bocock*
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
10.199 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Dean M. Goodman*
10.200 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and J. Jay Hoker*
10.201 -- Employment Agreement, dated as of June 11, 1998, by and
between the Company and Arthur D. Tek*
10.202 -- Paxson Communications Corporation 1998 Stock Incentive Plan
12 -- Computation of Ratio of Earnings to Fixed Charges*
21 -- List of Subsidiaries
23.1 -- Consent of Holland & Knight LLP (contained in Exhibit 5.1)
23.2 -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants*
24 -- Powers of Attorney (included on signature pages of
Registration Statement)*
25 -- Statement of Eligibility of Trustee, The Bank of New York,
on Form T-1*
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Exchange Agent Agreement
</TABLE>
- ---------------
* Previously filed.
(1) Filed with the Company's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein by
reference.
(2) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
(3) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 and incorporated herein by reference.
(4) Filed with the Company's Registration Statement on Form S-4, as amended,
filed January 23, 1996, Registration No. 33-63765 and incorporated herein
by reference.
(5) Filed with the Company's Registration Statement on Form S-1, as amended,
filed January 26, 1996, Registration No. 333-473 and incorporated herein by
reference.
(6) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, and incorporated herein by reference.
(7) Filed with the Company's Registration Statement on Form S-3, as amended,
filed August 15, 1996, Registration No. 333-10267 and incorporated herein
by reference.
(8) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, and incorporated herein by reference.
(9) Filed with the Company's Registration Statement on Form S-8, filed January
22, 1997, Registration No. 333-20163 and incorporated herein by reference.
(10) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
(11) Filed with the Company's Report on Form 8-K, dated April 29, 1997, under
Item 7. Financial Statements and Exhibits and incorporated herein by
reference.
(12) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, and incorporated herein by reference.
(13) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference.
(14) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, and incorporated herein by reference.
(15) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and incorporated herein by reference.
(16) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, and incorporated herein by reference.
<PAGE> 1
Exhibit 3.2.5
CERTIFICATE OF DESIGNATION OF THE POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL AND OTHER SPECIAL RIGHTS OF 13 1/4% CUMULATIVE
JUNIOR EXCHANGEABLE PREFERRED STOCK AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS THEREOF
- -------------------------------------------------------------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
- -------------------------------------------------------------------------------
Paxson Communications Corporation (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify that, pursuant to authority conferred
upon the board of directors of the Corporation (the "Board of Directors") by its
Certificate of Incorporation, as amended (hereinafter referred to as the
"Certificate of Incorporation"), and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, said Board of
Directors, effective July 30, 1998, duly approved and adopted the following
resolution (the "Resolution"):
RESOLVED, that, pursuant to the authority vested in the Board
of Directors by its Certificate of Incorporation, the Board of
Directors does hereby create, authorize and provide for the issuance of
13 1/4% Cumulative Junior Exchangeable Preferred Stock, par value $.001
per share, with a stated value of $10,000.00 per share, consisting of
72,000 shares, having the designations, preferences, relative,
participating, optional and other special rights and the
qualifications, limitations and restrictions thereof that are set forth
in the Certificate of Incorporation and in this Resolution as follows:
(a) DESIGNATION. There is hereby created out of the authorized
and unissued shares of Preferred Stock of the Corporation a class of Preferred
Stock designated as the "13 1/4% Cumulative Junior Exchangeable Preferred
Stock". The number of shares constituting such class shall be 72,000 and are
referred to as the "Junior Preferred Stock." 20,000 shares of Junior Preferred
Stock shall be initially issuable in exchange for shares of the Corporation's
outstanding 13 1/4% Cumulative Junior Exchangeable Preferred Stock, with an
additional 52,000 shares reserved for issuance in accordance with paragraph
(c)(i) hereof. The liquidation preference of the Junior Preferred Stock shall be
$10,000.00 per share.
(b) RANK. The Junior Preferred Stock shall, with respect to
dividends and distributions upon liquidation, winding-up or dissolution of the
Corporation, rank (i) senior to the 9 3/4% Series A Convertible Preferred Stock,
par value $.001 per share (the "Convertible Preferred Stock"), to all classes of
Common Stock of the Corporation and to each other class of Capital Stock of the
Corporation or series of Preferred Stock of the Corporation hereafter created
the terms of which do not expressly provide that it ranks senior to, or on a
parity with, the Junior Preferred Stock as to dividends and distributions upon
liquidation, winding-up or dissolution of the Corporation (collectively referred
to, together with all classes of Common Stock of the Corporation, as "Junior
Securities"); (ii) on a parity with any class of Capital Stock of the
Corporation or series of Preferred Stock of the Corporation hereafter created
the terms of which expressly provide that such class or series will rank on a
parity with the Junior Preferred Stock as to dividends and distributions upon
liquidation, winding-up or dissolution (collectively referred to as "Parity
Securities"); PROVIDED that any such Parity Securities not issued in accordance
with the requirements of paragraph (f)(ii)(A) hereof shall be deemed to be
Junior
<PAGE> 2
Securities and not Parity Securities; and (iii) junior to the Existing Preferred
Stock and to each other class of Capital Stock of the Corporation or series of
Preferred Stock of the Corporation hereafter created the terms of which
expressly provide that such class or series will rank senior to the Junior
Preferred Stock as to dividends and distributions upon liquidation, winding-up
or dissolution of the Corporation (collectively referred to as "Senior
Securities"); PROVIDED that any such Senior Securities that were not approved by
the Holders in accordance with paragraph (f)(ii)(A) hereof shall be deemed to be
Junior Securities and not Senior Securities.
(c) DIVIDENDS.
(i) Beginning on the Issue Date, the Holders of the
outstanding shares of Junior Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors, out of funds legally available
therefor, dividends on each share of Junior Preferred Stock, at a rate per annum
equal to 13 1/4% of the liquidation preference per share of the Junior Preferred
Stock, payable semi-annually. All dividends shall be cumulative, whether or not
earned or declared, on a daily basis from the Issue Date and shall be payable
semi-annually in arrears on each Dividend Payment Date, commencing November 15,
1998. Dividends may be paid, at the Corporation's option, on any Dividend
Payment Date either in cash or by the issuance of additional shares of Junior
Preferred Stock (including fractional shares) having an aggregate liquidation
preference equal to the amount of such dividends. In the event that dividends
are declared and paid through the issuance of additional shares of Junior
Preferred Stock, as herein provided, such dividends shall be deemed paid in full
and will not accumulate. If any dividend payable on any Dividend Payment Date
subsequent to May 15, 2003 is not paid in full in cash, the per annum dividend
rate will be increased by 1.00% per annum for such dividend payment period.
After the date of which such dividend is paid in cash, the dividend rate will
revert to the rate originally borne by the Junior Preferred Stock. Each dividend
shall be payable to the Holders of record as they appear on the stock books of
the Corporation on the Dividend Record Date immediately preceding the related
Dividend Payment Date. Dividends shall cease to accumulate in respect of shares
of the Junior Preferred Stock on the Exchange Date with respect to such shares
or on the date of the earlier redemption of such shares unless the Corporation
shall have failed to issue the appropriate aggregate principal amount of New
Exchange Debentures in respect of such shares of the Junior Preferred Stock on
such Exchange Date or shall have failed to pay the relevant redemption price on
the date fixed for redemption.
(ii) All dividends paid with respect to shares of the Junior
Preferred Stock pursuant to paragraph (c)(i) shall be paid PRO RATA to the
Holders entitled thereto.
(iii) Unpaid dividends accumulating on the Junior Preferred
Stock for any past dividend period and dividends in connection with any optional
redemption may be declared and paid at any time, without references to any
regular Dividend Payment Date, to holders of record on such date, not more than
forty-five (45) days prior to the payment thereof, as may be fixed by the Board
of Directors.
(iv) Dividends payable on the Junior Preferred Stock for any
period less than a year shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed in the period for
which payable.
(d) LIQUIDATION PREFERENCE.
(i) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
Holders of shares of Junior Preferred Stock then outstanding shall initially be
entitled to be paid, out of the assets of the Corporation available for
distribution to its stockholders, an amount in cash equal to the liquidation
preference for each share outstanding, plus without duplication, an amount in
2
<PAGE> 3
cash equal to accumulated and unpaid dividends thereon to the date fixed for
liquidation, dissolution or winding up (including an amount equal to a prorated
dividend for the period from the last Dividend Payment Date to the date fixed
for liquidation, dissolution or winding up) before any distribution shall be
made or any assets distributed to the holders of any of the Junior Securities
including, without limitation, the Convertible Preferred Stock and Common Stock
of the Corporation. Except as provided in the preceding sentence, Holders of
Junior Preferred Stock shall not be entitled to any distribution in the event of
any liquidation, dissolution or winding up of the affairs of the Corporation. If
the assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the Holders of outstanding shares of the Junior Preferred
Stock and all Parity Securities, then the holders of all such shares shall share
equally and ratably in such distribution of assets first in proportion to the
full liquidation preference to which each is entitled until such preferences are
paid in full, and then in proportion to their respective amounts of accumulated
but unpaid dividends.
(ii) For the purposes of this paragraph (d), neither the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Corporation nor the consolidation or merger of the Corporation with or into
one or more entities shall be deemed to be a liquidation, dissolution or winding
up of the affairs of the Corporation.
(e) REDEMPTION.
(i) OPTIONAL REDEMPTION. (A) The Corporation may, at the
option of the Board of Directors, redeem at any time on or after May 15, 2003,
in whole or in part, in the manner provided for in paragraph (e)(iii) hereof,
any or all of the shares of the Junior Preferred Stock, at the redemption prices
(expressed an a percentage of the liquidation preference) set forth below, plus,
without duplication, an amount in cash equal to all accumulated and unpaid
dividends per share (including an amount in cash equal to a prorated dividend
for the period from the Dividend Payment Date immediately prior to the
Redemption Date to the Redemption Date) (the "Optional Redemption Price") if
redeemed during the 12-month period beginning May 15 of each of the years set
forth below:
2003........................................................ 106.625%
2004........................................................ 103.313%
2005 and thereafter......................................... 100.000%
(B) In addition to the foregoing paragraph (e)(i)(A), on or
prior to May 15, 2001, the Corporation may, at its option, use the Net
Proceeds of either or both of one or more Public Equity Offerings or
Major Asset Sales to redeem for cash up to an aggregate of 35% of the
shares of Junior Preferred Stock (whether initially issued or issued as
a dividend payment) at a redemption price equal to 113.25% of the
liquidation preference thereof, plus, without duplication, an amount in
cash equal to all accumulated and unpaid dividends (including an amount
in cash equal to a prorated dividend for the period from the Dividend
Payment Date immediately prior to the redemption date to the redemption
date) (the "Net Proceeds Redemption Price"); PROVIDED, HOWEVER, that
after any such redemption, there is at least (i) $75,000,000 aggregate
liquidation preference of the Junior Preferred Stock or (ii)
$130,000,000 of combined aggregate liquidation preference of the Junior
Preferred Stock and aggregate principal amount of the New Exchange
Debentures remaining outstanding. Any such redemption pursuant to this
paragraph (e)(i)(B) will be required to occur on or prior to 90 days
after the receipt by the Corporation of the proceeds of each Public
Equity Offering or Major Asset Sale.
(C) In the event of a redemption pursuant to paragraph
(e)(i)(A) or (e)(i)(B) hereof of only a portion of the then outstanding
shares of the Junior Preferred Stock, the Corporation shall effect such
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redemption on a PRO RATA basis according to the number of shares held
by each Holder of the Junior Preferred Stock, except that the
Corporation may redeem all shares held by any Holders of fewer than one
share (or shares held by Holders who would hold less than one share as
a result of such redemption), as may be determined by the Corporation,
PROVIDED that no optional redemption shall be authorized or made unless
prior thereto full accumulated and unpaid dividends are declared and
paid in full, or declared and a sum in cash set apart sufficient for
such payment, on the Junior Preferred Stock for all Dividend Periods
terminating on or prior to the Redemption Date.
(ii) MANDATORY REDEMPTION. On November 15, 2006, the
Corporation shall redeem, to the extent of funds legally available therefor, in
the manner provided for in paragraph (e)(iii) hereof, all of the shares of the
Junior Preferred Stock then outstanding at a redemption price equal to 100% of
the liquidation preference per share, plus, without duplication, an amount in
cash equal to all accumulated and unpaid dividends per share (including an
amount equal to a prorated dividend for the period from the Dividend Payment
Date immediately prior to the Redemption Date to the Redemption Date) (the
"Mandatory Redemption Price").
(iii) PROCEDURES FOR REDEMPTION. (A) At least thirty (30)
days and not more than sixty (60) days prior to the date fixed for any
redemption of the Junior Preferred Stock, written notice (the "Redemption
Notice") shall be given by first class mail, postage prepaid, to each Holder of
record on the record date fixed for such redemption of the Junior Preferred
Stock at such Holder's address as it appears on the stock books of the
Corporation, PROVIDED that no failure to give such notice nor any deficiency
therein shall affect the validity of the procedure for the redemption of any
shares of Junior Preferred Stock to be redeemed except as to the Holder or
Holders to whom the Corporation has failed to give said notice or to whom such
notice was defective. The Redemption Notice shall state:
(1) whether the redemption is pursuant to paragraph
(e)(i)(A), (e)(i)(B) or (e)(ii) hereof;
(2) the Optional Redemption Price, the Mandatory
Redemption Price or the Net Proceeds Redemption Price, as the
case may be;
(3) whether all or less than all the outstanding
shares of the Junior Preferred Stock are to be redeemed and
the total number of shares of the Junior Preferred Stock being
redeemed;
(4) the date fixed for redemption;
(5) that the Holder is to surrender to the
Corporation, in the manner, at the place or places and at the
price designated, his certificate or certificates representing
the shares of Junior Preferred Stock to be redeemed; and
(6) that dividends on the shares of the Junior
Preferred Stock to be redeemed shall cease to accumulate on
such Redemption Date unless the Corporation defaults in the
payment of the Optional Redemption Price, the Mandatory
Redemption Price or the Net Proceeds Redemption Price, as the
case may be.
(B) Each Holder of Junior Preferred Stock shall surrender the
certificate or certificates representing such shares of Junior
Preferred Stock to the Corporation, duly endorsed (or otherwise in
proper form for transfer, as determined by the Corporation), in the
manner and at the place designated in
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the Redemption Notice, and on the Redemption Date the full Optional
Redemption Price, Mandatory Redemption Price or Net Proceeds Redemption
Price, as the case may be, for such shares shall be payable in cash to
the Person whose name appears on such certificate or certificates as
the owner thereof, and each surrendered certificate shall be canceled
and retired. In the event that less than all of the shares represented
by any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.
(C) On and after the Redemption Date, unless the Corporation
defaults in the payment in full of the applicable redemption price,
dividends on the Junior Preferred Stock called for redemption shall
cease to accumulate on the Redemption Date, and all rights of the
Holders of redeemed shares shall terminate with respect thereto on the
Redemption Date, other than the right to receive the Optional
Redemption Price, the Mandatory Redemption Price or the Net Proceeds
Redemption Price, as the case may be, without interest; PROVIDED,
HOWEVER, that if a notice of redemption shall have been given as
provided in paragraph (iii)(A) above and the funds necessary for
redemption (including an amount in respect of all dividends that will
accrue to the Redemption Date) shall have been segregated and
irrevocably deposited in trust for the equal and ratable benefit of the
Holders of the shares to be redeemed, then, at the close of business on
the day on which such funds are segregated and set aside, the Holders
of the shares to be redeemed shall cease to be stockholders of the
Corporation and shall be entitled only to receive the Optional
Redemption Price, the Mandatory Redemption Price or the Net Proceeds
Redemption Price, as the case may be, without interest.
(f) VOTING RIGHTS.
(i) The Holders of Junior Preferred Stock, except as
otherwise required under Delaware law or as set forth in paragraphs (ii), (iii)
and (iv) below, shall not be entitled or permitted to vote on any matter
required or permitted to be voted upon by the stockholders of the Corporation.
(ii) (A) So long as any shares of the Junior Preferred Stock
are outstanding, the Corporation may not issue any additional shares of Junior
Preferred Stock, any new class of Parity Securities or Senior Securities (or
amend the provisions of any existing class of capital stock to make such class
of capital stock Parity Securities or Senior Securities) without the approval of
the holders of at least a majority of the shares of Junior Preferred Stock then
outstanding, voting or consenting, as the case may be, together as one class;
PROVIDED, HOWEVER, that the Corporation may: (I) issue additional shares of
Junior Preferred Stock to pay dividends on the Junior Preferred Stock in
accordance with its terms on the Issue Date, (II) issue additional shares of (x)
Public Preferred Stock or Senior Securities, which Senior Securities are PARI
PASSU with the Public Preferred Stock, or (y) Junior Preferred Stock or Parity
Securities, and which Senior Securities or Parity Securities require cash
dividends at a time and in an amount not in excess of one percentage point
greater than the dividend rate borne by the Private Preferred Stock (as existing
on the Issue Date) and which does not prevent either the payment or cash
dividends on the Junior Preferred Stock or the exchange of the Junior Preferred
Stock for the New Exchange Debentures, in an amount sufficient to acquire the
Private Preferred Stock in accordance with its terms on the Issue Date
(including any premium required to be paid), plus the amount of reasonable
expenses incurred by the Corporation in acquiring such Private Preferred Stock
and issuing such additional Junior Preferred Stock, Public Preferred Stock,
Parity Securities or Senior Securities (as the case may be); with such shares
being issued no sooner than the date the Corporation repurchases, redeems or
otherwise retires the Private Preferred Stock and (III) issue additional shares
of Public Preferred Stock as dividends on the Public Preferred Stock in
accordance with the certificate of designation of the Public Preferred Stock, as
in existence on the Issue Date.
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(B) So long as any shares of the Junior Preferred Stock are
outstanding, the Corporation shall not amend this Resolution so as to
affect materially and adversely the specified rights, preferences,
privileges or voting rights of holders of shares of Junior Preferred
Stock without the affirmative vote or consent of Holders of at least a
majority of the issued and outstanding shares of Junior Preferred
Stock, voting or consenting, as the case may be, as one class, given in
person or by proxy, either in writing or by resolution adopted at an
annual or special meeting.
(C) While any of the Junior Preferred Stock is outstanding,
the Corporation shall not amend or modify the Indenture for the New
Exchange Debentures (the "New Exchange Indenture") in the form as
executed on the Issue Date (except as expressly provided therein in
respect of amendments without the consent of Holders of New Exchange
Debentures) as permitted by Section 8.02 of the New Exchange Indenture
to be amended or modified by (I) a majority vote (x) without the
affirmative vote or consent of Holders of at least a majority of the
shares of Junior Preferred Stock then outstanding or, (y) if any New
Exchange Debentures are then outstanding, without the affirmative vote
or consent of, in the aggregate, Holders of at least a majority in
liquidation preference of the Junior Preferred Stock and holders of at
least a majority in principal amount of the New Exchange Debentures or
(II) unanimous consent without the consent of each Holder of Junior
Preferred Stock and each holder of New Exchange Debentures in the case
of each of clauses (I)(x) and (y) and (II), voting or consenting, as
the case may be, as one class, and given in person or by proxy, either
in writing or by resolution adopted at an annual or special meeting (in
the case of Holders of Junior Preferred Stock and, in accordance with
the terms of the New Exchange Indenture, in the case of holders of New
Exchange Debentures).
(D) Except as set forth in paragraphs (f)(ii)(A) above, (x)
the creation, authorization or issuance of any shares of any Junior
Securities, Parity Securities or Senior Securities or (y) the increase
or decrease in the amount of authorized Capital Stock of any class,
including Preferred Stock, shall not require the consent of Holders of
Junior Preferred Stock and shall not be deemed to affect adversely the
rights, preferences, privileges or voting rights of Holders of Junior
Preferred Stock.
(iii) Without the affirmative vote or consent of Holders of
a majority of the issued and outstanding shares of Junior Preferred Stock,
voting or consenting, as the case may be, as a separate class, given in person
or by proxy, either in writing or by resolution adopted at an annual or special
meeting, the Corporation shall not, in a single transaction or series of related
transactions, consolidate or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets (as
entirely or substantially as an entirety in one transaction or series of related
transactions) to, another Person (other than a Wholly-Owned Subsidiary with,
into or to another Wholly-Owned Subsidiary) or adopt a plan of liquidation
unless (A) either (I) the Corporation is the surviving or continuing Person or
(II) the Person (if other than the Corporation) formed by such consolidation or
into which the Corporation is merged or the Person that acquires by conveyance,
transfer or lease the properties and assets of the Corporation substantially as
an entirety or, in the case of a plan liquidation, the Person to which assets of
the Corporation have been transferred shall be a corporation, partnership or
trust organized and existing under the laws of the United States or any State
thereof or the District of Columbia; (B) the Junior Preferred Stock shall be
converted into or exchanged for and shall become shares of such successor,
transferee or resulting Person the same powers, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereon, that the Junior Preferred Stock had
immediately prior to such transaction; (C) immediately after giving effect to
such transaction and the use of the proceeds therefrom (on a pro forma basis,
including giving effect to any Indebtedness incurred or anticipated to be
incurred in connection with such transaction), the Corporation (in the case of
clause (I) of the foregoing clause (A) or such Person (in the case of clause
(II) of the foregoing clause (A)
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shall be able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under paragraph (1)(i) hereof; (D) immediately after
giving effect to such transactions, no Voting Rights Triggering Event shall have
occurred or be continuing; and (E) the Corporation has delivered to the transfer
agent for the Junior Preferred Stock prior to the consummation of the proposed
transaction an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer complies with the terms hereof and
that all conditions precedent herein relating to such transaction have been
satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of related transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of the
Corporation, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Corporation shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Corporation.
(iv) (A) If (I) the Corporation fails to redeem all of the
then outstanding shares of Junior Preferred Stock on or before November 15, 2006
or otherwise fails to discharge any redemption obligation with respect to the
Junior Preferred Stock; (II) the Corporation fails to make a Change of Control
Offer (whether pursuant to the terms of paragraph (h)(v) or otherwise) following
a Change of Control if such Change of Control Offer is required by paragraph (h)
hereof or fails to purchase shares of Junior Preferred Stock from Holders who
elect to have such shares purchased pursuant to the Change of Control Offer;
(III) the Corporation breaches or violates one of the provisions set forth in
any of paragraphs (1)(i), (1)(ii), (1)(iii) or (1)(iv) hereof and the breach or
violation continues for a period of 60 days or more after the Corporation
receives notice thereof specifying the default from the holders of at least 25%
of the shares of Junior Preferred Stock then outstanding, (IV) the Corporation
fails to pay at the final stated maturity (giving effect to any extensions
thereof) the principal amount of any Indebtedness of the Corporation or any
Restricted Subsidiary of the Corporation, or the final stated maturity of any
such Indebtedness is accelerated, if the aggregate principal amount of such
Indebtedness, together with the aggregate principal amount of any other such
Indebtedness in default for failure to pay principal at the final stated
maturity (giving effect to any extensions thereof) or which has been
accelerated, aggregates $10,000,000 or more at any time, in each case, after a
20-day period during which such default shall not have been cured or such
acceleration rescinded or (V) any event occurs or condition exists which results
in an increase in the dividend rate borne by the Private Preferred Stock in
accordance with the terms thereof, then in the case of any of clauses (I) - (V),
the number of directors constituting the Board of Directors shall be adjusted by
the number, if any, necessary to permit the Holders of the then outstanding
shares of Junior Preferred Stock, voting separately and as one class, to elect
the lesser of two directors and that number of directors constituting 25% of the
members of the Board of Directors. Each such event described in clauses (I),
(II), (III), (IV), and (V) is a "Voting Rights Triggering Event." Holders of a
majority of the issued and outstanding shares of Junior Preferred Stock, voting
separately and as one class, shall have the exclusive right to elect the lesser
of two directors and that number of directors constituting 25% of the members of
the Board of Directors at a meeting therefor called upon occurrence of such
Voting Rights Triggering Event, and at every subsequent meeting at which the
terms of office of the directors so elected by the Holders of the Junior
Preferred Stock expire (other than as described in (f)(iv)(B) below). The voting
rights provided herein shall be the exclusive remedy at law or in equity of the
holders of the Junior Preferred Stock for any Voting Rights Triggering Event.
(B) The right of the Holders of Junior Preferred Stock voting
together as a separate class to elect members of the Board of Directors
as set forth in subparagraph (f)(iv)(A) above shall continue until such
time as in all other cases, the failure, breach or default giving rise
to such Voting Rights Triggering Event is remedied, cured (including,
but not limited to, in the case of clause (IV) of subparagraph
(f)(iv)(A) above through the issuance of Refinancing Indebtedness or
the waiver of any
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breach or default by the holder of such Indebtedness) or waived by the
holders of at least a majority of the shares of Junior Preferred Stock
then outstanding and entitled to vote thereon, at which time (I) the
special right of the Holders of Junior Preferred Stock so to vote as a
class for the election of directors and (II) the term of office of the
directors elected by the Holders of the Junior Preferred Stock shall
each terminate and the directors elected by the holders of Common Stock
or Capital Stock (other than the Junior Preferred Stock), if
applicable, shall constitute the entire Board of Directors. At any time
after voting power to elect directors shall have become vested and be
continuing in the Holders of Junior Preferred Stock pursuant to
paragraph (f)(iv) hereof, or if vacancies shall exist in the offices of
directors elected by the Holders of Junior Preferred Stock, a proper
officer of the Corporation may, and upon the written request of the
Holders of record of at least twenty-five percent (25%) of the shares
of Junior Preferred Stock then outstanding addressed to the secretary
of the Corporation shall, call a special meeting of the Holders of
Junior Preferred Stock, for the purpose of electing the directors which
such Holders are entitled to elect. If such meeting shall not be called
by a proper officer of the Corporation within twenty (20) days after
personal service of said written request upon the secretary of the
Corporation, or within twenty (20) days after mailing the same within
the United States by certified mail, addressed to the secretary of the
Corporation at its principal executive offices, then the Holders of
record of at least twenty-five percent (25%) of the outstanding shares
of Junior Preferred Stock may designate in writing one of their number
to call such meeting at the reasonable expense of the Corporation, and
such meeting may be called by the Person so designated upon the notice
required for the annual meetings of stockholders of the Corporation and
shall be held at the place for holding the annual meetings of
stockholders. Any Holder of Junior Preferred Stock so designated shall
have, and the Corporation shall provide, access to the lists of
stockholders to be called pursuant to the provisions hereof.
(C) At any meeting held for the purpose of electing directors
at which the Holders of Junior Preferred Stock shall have the right,
voting together as a separate class, to elect directors an aforesaid,
the presence in person or by proxy of the Holders of at least a
majority of the outstanding shares of Junior Preferred Stock shall be
required to constitute a quorum of such Junior Preferred Stock.
(D) Any vacancy occurring in the office of a director elected
by the Holders of Junior Preferred Stock may be filled by the remaining
directors elected by the Holders of Junior Preferred Stock unless and
until such vacancy shall be filled by the Holders of Junior Preferred
Stock.
(v) In any case in which the Holders of Junior Preferred
Stock shall be entitled to vote pursuant to this paragraph (f) or pursuant to
Delaware law, each Holder of Junior Preferred Stock entitled to vote with
respect to such matter shall be entitled to one vote for each share of Junior
Preferred Stock held.
(g) EXCHANGE.
(i) REQUIREMENTS. (A) Subject to subparagraph (B) below, the
outstanding shares of Junior Preferred Stock are exchangeable, in whole or in
part, on a PRO RATA basis, at the option of the Corporation, at any time on any
Dividend Payment Date for the New Exchange Debentures to be substantially in the
form of Exhibit A to the form of New Exchange Indenture, a copy of which is on
file with the secretary of the Corporation; PROVIDED, HOWEVER, that immediately
after giving effect to any partial exchange, there shall be shares of Junior
Preferred Stock outstanding with an aggregate liquidation preference of not less
than $75,000,000 and not less than $75,000,000 aggregate principal amount of New
Exchange Debentures are then outstanding; and PROVIDED, FURTHER, that any such
exchange may only be made if on or prior to the date of such exchange (A) the
Corporation has paid (or is deemed to have paid) all accumulated dividends on
the Junior
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Preferred Stock (including the dividends payable on the date of exchange) and
there shall be no contractual impediment to such exchange; (B) there shall be
funds legally available sufficient therefor; (C) such exchange would be
permitted under the terms of the Existing Preferred Stock, to the extent then
outstanding, and immediately after giving effect to such exchange, no Default or
Event of Default (as defined in the New Exchange Indenture) would exist under
the New Exchange Indenture and no default or event of default would exist under
the Credit Facility or the Existing Debt Indentures and no default or event of
default under any other material instrument governing Indebtedness outstanding
at the time would be caused thereby; (D) that New Exchange Indenture has been
qualified under the Trust Indenture Act of 1939, as amended, if such
qualification is required at the time of such exchange; and (E) the Corporation
shall have delivered a written opinion to the effect that all conditions to be
satisfied prior to such exchange have been satisfied. The exchange rate shall be
$1.00 principal amount of New Exchange Debentures for each $1.00 of liquidation
preference of Junior Preferred Stock, including, to the extent necessary, New
Exchange Debentures in principal amounts less than $1,000, PROVIDED that the
Corporation shall have the right, at its option, to pay cash in an amount equal
to the principal amount of that portion of any New Exchange Debenture that is
not an integral multiple of $1,000 instead of delivering an New Exchange
Debenture in a denomination of less than $1,000.
(B) At the time of the Exchange, the Corporation shall deliver
Debentures which may be resold by the holder thereof to the public
without delivering a prospectus under the Securities Act.
(ii) PROCEDURE FOR EXCHANGE. (A) At least thirty (30) days
and not more than sixty (60) days prior to the date fixed for exchange, written
notice (the "Exchange Notice") shall be given by first-class mail, postage
prepaid, to each Holder of record on the record date fixed for such exchange of
the Junior Preferred Stock at such Holder's address as the same appears on the
stock books of the Corporation; PROVIDED that no failure to give such notice nor
any deficiency therein shall affect the validity of the procedure for the
exchange of any shares of Junior Preferred Stock to be exchanged except as to
the Holder or Holders to whom the Corporation has failed to give said notice or
to whom such notice was defective. The Exchange Notice shall state:
(1) the date fixed for exchange;
(2) that the Holder is to surrender to the
Corporation, in the manner and at the place or places
designated, his certificate or certificates representing the
shares of Junior Preferred Stock to be exchanged;
(3) that dividends on the shares of Junior Preferred
Stock to be exchanged shall cease to accrue on such Exchange
Date whether or not certificates for shares of Junior
Preferred Stock are surrendered for exchange on such Exchange
Date unless the Corporation shall default in the delivery of
New Exchange Debentures; and
(4) that interest on the New Exchange Debentures
shall accrue from the Exchange Date whether or not
certificates for shares of Junior Preferred Stock are
surrendered for exchange on such Exchange Date.
(B) On or before the Exchange Date, each Holder of Junior
Preferred Stock shall surrender the certificate or certificates
representing such shares of Junior Preferred Stock, in the manner and
at the place designated in the Exchange Notice. The Corporation shall
cause the New Exchange Debentures to be executed on the Exchange Date
and, upon surrender in accordance with the Exchange Notice of the
certificates for any shares of Junior Preferred Stock so exchanged,
duly endorsed (or other-
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wise in proper form for transfer, as determined by the Corporation),
such shares shall be exchanged by the Corporation into New Exchange
Debentures. In the event that any certificate surrendered pursuant to
this paragraph (g) represents shares in excess of those being
surrendered pursuant to the Exchange Notice, the Corporation shall
issue a new certificate representing the unexchanged portion of shares
of Junior Preferred Stock. The Corporation shall pay interest on the
New Exchange Debentures at the rate and on the dates specified therein
from the Exchange Date.
(C) If notice has been mailed as aforesaid, and if before the
Exchange Date specified in such notice (I) the New Exchange Indenture
shall have been duly executed and delivered by the Corporation and the
trustee thereunder and (II) all New Exchange Debentures necessary for
such exchange shall have been duly executed by the Corporation and
delivered to the trustee under the New Exchange Indenture with
irrevocable instructions to authenticate the New Exchange Debentures
necessary for such exchange, then the rights of the Holders of Junior
Preferred Stock so exchanged as stockholders of the Corporation shall
cease (except the right to receive New Exchange Debentures, an amount
in cash equal to the amount of accrued and unpaid dividends to the
Exchange Date and, if the Corporation so elects, cash in lieu of any
New Exchange Debenture not an integral multiple of $1,000), and the
Person or Persons entitled to receive the New Exchange Debentures
issuable upon exchange shall be treated for all purposes as the
registered Holder or Holders of such New Exchange Debentures as of the
Exchange Date.
(iii) NO EXCHANGE IN CERTAIN CASES. Notwithstanding the
foregoing provisions of this paragraph (g), the Corporation shall not be
entitled to exchange the Junior Preferred Stock for New Exchange Debentures if
such exchange, or any term or provision of the New Exchange Indenture or the New
Exchange Debentures, or the performance of the Corporation's obligations under
the New Exchange Indenture or the New Exchange Debentures, shall materially
violate any applicable law or if, at the time of such exchange, the Corporation
is insolvent or if it would be rendered insolvent by such exchange.
(h) CHANGE OF CONTROL.
(i) In the event of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Corporation shall notify the
Holders of the Junior Preferred Stock in writing of such occurrence and shall
make an offer to purchase (the "Change of Control Offer") all then outstanding
shares of Junior Preferred Stock at a purchase price of 101% of the liquidation
preference thereof plus, without duplication, an amount in cash equal to all
accumulated and unpaid dividends thereon (including an amount in cash equal to a
prorated dividend for the period from the immediately preceding Dividend Payment
Date to the Change of Control Payment Date) (such applicable purchase price
being hereinafter referred to as the "Change of Control Purchase Price").
(ii) Within 30 days following the Change of Control Date,
the Corporation shall (i) cause a notice of the Change of Control to be sent at
least once to the Dow Jones News Service or similar business news service in the
United States and (ii) send by first class mail, postage prepaid, a notice to
each Holder of Junior Preferred Stock at such Holder's address as it appears in
the register maintained by the Transfer Agent, which notice shall govern the
terms of the Change of Control Offer. The notice to the Holders shall contain
all instructions and materials necessary to enable such Holders to tender Junior
Preferred Stock pursuant to the Change of Control Offer. Such notice shall
state:
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(A) that a Change of Control has occurred, that the Change of
Control Offer is being made pursuant to this paragraph (h) and that all
Junior Preferred Stock validly tendered and not withdrawn will be
accepted for payment;
(B) the Change of Control Purchase Price and the purchase date
(which shall be a Business Day no earlier than 30 Business Days nor
later than 60 Business Days from the date such notice is mailed, other
than as may be required by law) (the "Change of Control Payment Date");
(C) that any shares of Junior Preferred Stock not tendered
will continue to accumulate dividends;
(D) that, unless the Corporation defaults in making payment of
the Change of Control Purchase Price, any share of Junior Preferred
Stock accepted for payment pursuant to the Change of Control Offer
shall cease to accumulate dividends after the Change of Control Payment
Date;
(E) that Holders accepting the offer to have any shares of
Junior Preferred Stock purchased pursuant to a Change of Control Offer
will be required to surrender their certificate or certificates
representing such shares, properly endorsed for transfer together with
such customary documents as the Corporation and the transfer agent may
reasonably require, in the manner and at the place specified in the
notice prior to the close of business on the Business Day preceding to
the Change of Control Payment Date;
(F) that Holders will be entitled to withdraw their acceptance
if the Corporation receives, not later than the close of business on
the third Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the number of shares of Junior Preferred Stock the
Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such shares of Junior Preferred Stock
purchased;
(G) that Holders whose shares of Junior Preferred Stock are
purchased only in part will be issued a new certificate representing
the number of shares of Junior Preferred Stock equal to the unpurchased
portion of the certificate surrendered; and
(H) the circumstances and relevant facts regarding such Change
of Control.
(iii) The Corporation will comply with any securities laws
and regulations, to the extent such laws and regulations are applicable to the
repurchase of the Junior Preferred Stock in connection with a Change of Control
Offer.
(iv) On the Change of Control Payment Date, the Corporation
shall (A) accept for payment the shares of Junior Preferred Stock tendered
pursuant to the Change of Control Offer, (B) promptly mail to each Holder of
shares so accepted payment in an amount in cash equal to the Change of Control
Purchase Price for such Junior Preferred Stock, (C) execute and issue a new
Junior Preferred Stock certificate equal to any unpurchased shares of Junior
Preferred Stock represented by certificates surrendered and (D) cancel and
retire each surrendered certificate. Unless the Corporation defaults in the
payment for the shares of Junior Preferred Stock tendered pursuant to the Change
of Control Offer, dividends will cease to accumulate with respect to the shares
of Junior Preferred Stock tendered and all rights of Holders of such tendered
shares will terminate, except for the right to receive payment therefor, on the
Change of Control Payment Date.
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(v) If the purchase of the Junior Preferred Stock would
violate or constitute a default or be prohibited under the Credit Facility, any
then outstanding Senior Debt, the Existing Debt Indentures or the Existing
Preferred Stock, then, notwithstanding anything to the contrary contained above,
prior to complying with the foregoing provisions, but in any event within 30
days following the Change of Control Date, the Corporation shall, to the extent
needed to permit such purchase of the Junior Preferred Stock, either (A) repay
in full all Indebtedness under the Credit Facility, such Senior Debt, the
Existing Notes and the Existing Exchange Debentures and, in the case of the
Credit Facility or such other Senior Debt, terminate all commitments outstanding
thereunder and effect the termination of any such prohibition under the Existing
Preferred Stock or (B) obtain the requisite consents, if any, under the Credit
Facility, the instruments governing such Senior Debt, the Existing Debt
Indentures and the certificate of designation governing the Existing Preferred
Stock required to permit the repurchase of the Junior Preferred Stock required
by this paragraph (h). Until the requirements of the immediately preceding
sentence are satisfied, the Corporation shall not make, and shall not be
obligated to make, any Change of Control Offer; PROVIDED that the Corporation's
failure to comply with the provision of this paragraph (h)(v) shall constitute a
Voting Rights Triggering Event.
(i) CONVERSION OR EXCHANGE. The Holders of shares of Junior
Preferred Stock shall not have any rights hereunder to convert such shares into
or exchange such shares for shares of any other class or classes or of any other
series of any class or classes of Capital Stock of the Corporation.
(j) REISSUANCE OF JUNIOR PREFERRED STOCK. Shares of Junior
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or redeemed or exchanged, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized and
unissued shares of Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of Preferred Stock; PROVIDED
that any issuance of such shares as Junior Preferred Stock must be in compliance
with the terms hereof.
(k) BUSINESS DAY. If any payment, redemption or exchange shall
be required by the terms hereof to be made on a day that is not a Business Day,
such payment, redemption or exchange shall be made on the immediately succeeding
Business Day.
(l) CERTAIN ADDITIONAL PROVISIONS.
(i) LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS. The
Corporation shall not, and shall not permit any Restricted Subsidiary of the
Corporation to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the
foregoing limitation, the Corporation and its Restricted Subsidiaries may incur
Indebtedness if on the date of the incurrence of such Indebtedness (i) no Voting
Rights Triggering Event shall have occurred and be continuing or shall occur as
a consequence thereof and (ii) after giving effect to the incurrence of such
Indebtedness and the receipt and application of the proceeds thereof, the ratio
of the Corporation's total Indebtedness to the Corporation's Adjusted EBITDA
(determined on a pro forma basis for the last four full fiscal quarters of the
Corporation for which financial statements are available at the date of
determination) is less than 7.0 to 1; PROVIDED, HOWEVER, that if the
Indebtedness which is the subject of a determination under this provision is
Acquired Indebtedness, or Indebtedness incurred in connection with the
simultaneous acquisition of any Person, business, property or assets, then such
ratio shall be determined by giving effect (on a pro forma basis, as if the
transaction had occurred at the beginning of the four quarter period) to both
the incurrence or assumption of such Acquired Indebtedness or such other
Indebtedness by the Corporation and the inclusion in the Corporation's Adjusted
EBITDA of the Consolidated EBITDA of the acquired Person, business, property or
assets; and PROVIDED, FURTHER, that in the event that the Consolidated EBITDA of
the acquired Person, business, property or assets
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reflects an operating loss, no amounts shall be deducted from the Corporation's
Adjusted EBITDA in making the determinations described above.
(ii) LIMITATION ON RESTRICTED PAYMENTS. (A) The Corporation
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, make any Restricted Payment if at the time of such Restricted
Payment and immediately after giving effect thereto:
(I) any Voting Rights Triggering Event shall have occurred and
be continuing; or
(II) the Corporation could not incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with
paragraph (1)(i) above; or
(III) the aggregate amount of Restricted Payments declared or
made after the Issue Date (the amount expended for such purposes, if
other than in cash, being the fair market value of such property as
determined by the Board of Directors in good faith) exceeds the sum of
(x) 100% of the Corporation's Cumulative EBITDA minus 1.4 times the
Corporation's Cumulative Consolidated Interest Expense, plus (y) 100%
of the aggregate Net Proceeds and the fair market value of securities
or other property received by the Corporation from the issue or sale,
after the Issue Date, of Capital Stock (other than Disqualified Capital
Stock of the Corporation or Capital Stock of the Corporation issued to
any Restricted Subsidiary of the Corporation) of the Corporation or any
Indebtedness or other securities of the Corporation convertible into or
exercisable or exchangeable for Capital Stock (other than Disqualified
Capital Stock) of the Corporation which have been so converted or
exercised or exchanged, an the case may be, plus (c) $10,000,000.
(B) Notwithstanding the foregoing, these provisions will not
prohibit: (I) the payment of any dividend or the making of any
distribution within 60 days after the date of its declaration if such
dividend or distribution would have been permitted on the date of
declaration; or (II) the purchase, redemption or other acquisition or
retirement of any Capital Stock of the Corporation or any warrants,
options or other rights to acquire shares of any class of such Capital
Stock (x) solely in exchange for shares of Qualified Capital Stock or
other rights to acquire Qualified Capital Stock, (y) through the
application of the Net Proceeds of a substantially concurrent sale for
cash (other than to a Restricted Subsidiary) of shares of Qualified
Capital Stock or warrants, options or other rights to acquire Qualified
Capital Stock or (z) in the case of Disqualified Capital Stock, solely
in exchange for, or through the application of the Net Proceeds of a
substantially concurrent sale for cash (other than to a Restricted
Subsidiary) of, Disqualified Capital Stock that has a redemption date
no earlier than, is issued by the Corporation or the same Person as and
requires the payment of current dividends or distributions in cash no
earlier than, in each case, the Disqualified Capital Stock being
purchased, redeemed or otherwise acquired or retired and which
Disqualified Capital Stock does not prohibit cash dividends on the
Junior Preferred Stock or the exchange thereof for New Exchange
Debentures.
(iii) LIMITATIONS ON TRANSACTIONS WITH AFFILIATES. (A) The
Corporation shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate or holder of 10% or more of the Corporation's Common Stock (an
"Affiliate Transaction") or extend, renew, waive or otherwise modify the terms
of any Affiliate Transaction entered into prior to the Issue Date unless (I)
such Affiliate Transaction is between or among the Corporation and its
Wholly-Owned Subsidiaries; or (II) the terms of such Affiliate Transaction are
fair and reasonable to the Corporation or such Restricted Subsidiary, as the
case may be, and the terms of such Affiliate
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Transaction are at least as favorable as the terms which could be obtained by
the Corporation or such Restricted Subsidiary, as the case may be, in a
comparable transaction made on an arm's-length basis between unaffiliated
parties. In any Affiliate Transaction involving an amount or having a value in
excess of $1,000,000 which is not permitted under clause (I) above the
Corporation must obtain a Board Resolution certifying that such Affiliate
Transaction complies with clause (II) above. In transactions with a value in
excess of $5,000,000 which are not permitted under clause (I) above, unless such
transaction is with a Subsidiary in which no Affiliate has a minority interest
therein, the Corporation must obtain a valuation of the assets subject to such
transaction by an Independent Appraiser or a written opinion as to the fairness
of such a transaction from an independent investment banking firm or an
Independent Appraiser.
(B) The foregoing provisions shall not apply to (I) any
Restricted Payment that is not prohibited by the provisions described
in paragraph (1) (ii) above, (II) any transaction approved by the Board
of Directors with an officer or director of the Corporation or of any
Subsidiary in his or her capacity as officer or director entered into
in the ordinary course of business, including compensation and employee
benefit arrangements with any officer or director of the Corporation or
of any Subsidiary that are customary for public companies in the
broadcasting industry, or (III) modifications of the Existing Preferred
Stock.
(iv) LIMITATION ON PREFERRED STOCK OF SUBSIDIARIES. The
Corporation shall not permit any Restricted Subsidiary to issue any Preferred
Stock (except to the Corporation or to a Restricted Subsidiary) or permit any
Person (other than the Corporation or a Restricted Subsidiary) to hold any such
Preferred Stock unless the Corporation or such Restricted Subsidiary would be
entitled to incur or assume Indebtedness in compliance with paragraph (1)(i)
above in an aggregate principal amount equal to the aggregate liquidation value
of the Preferred Stock to be issued.
(v) REPORTS. The Corporation shall provide to the holders of
Junior Preferred Stock, within 15 days after it files them with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may by
rules and regulations prescribe) which the Corporation files with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. In the event that the
Corporation is no longer required to furnish such reports to its securityholders
pursuant to the Exchange Act, the Corporation will provide to the Holders copies
of all annual and quarterly reports and other information which the Corporation
would have been required to file with the Commission pursuant to Sections 13 and
15(d) of the Exchange Act had it been so subject without cost to the Holders.
(m) DEFINITIONS. As used in this Certificate of Designation,
the following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
"ACQUIRED INDEBTEDNESS" means Indebtedness of a Person
(including an Unrestricted Subsidiary) existing at the time such Person becomes
a Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person.
"ADJUSTED EBITDA" means, for any Person, prior to the date
specified by the Corporation in a written notice delivered to the Trustee of the
Corporation's election of its one time right to change the calculation of
Adjusted EBITDA (the "Calculation Change Notice"), the sum of (a) Consolidated
EBITDA of such Person and its Restricted Subsidiaries for the four most recent
fiscal quarters for which internal financial statements are available, minus
inTV EBITDA for the most recent four fiscal quarter period and (b) inTV EBITDA
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for the most recent quarterly period, multiplied by four and, subsequent to the
effective date specified by the Corporation in its Calculation Change Notice,
the Consolidated EBITDA of such Person and its Restricted Subsidiaries for the
four most recent fiscal quarters for which internal financial statements are
available.
"AFFILIATE" means, for any Person, a Person who, directly or
indirectly, through one or more intermediaries controls, or is controlled by, or
is under common control with, such other Person. The term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. With respect to the
Corporation, Affiliate will also include any Permitted Holders or Persons
controlled by the Permitted Holders.
"AFFILIATE TRANSACTION" shall have the meaning ascribed to it
in paragraph (1)(iii) hereof.
"ASSET SALE" means the sale, transfer or other disposition
(other than to the Corporation or any of its Restricted Subsidiaries) in any
single transaction or series of related transactions involving assets with a
fair market value in excess of $2,000,000 of (a) any Capital Stock of or other
equity interest in any Restricted Subsidiary of the Corporation other than in a
transaction where the Corporation or a Restricted Subsidiary receives therefor
one or more media properties with a fair market value equal to the fair market
value of the Capital Stock issued, transferred or disposed of by the Corporation
or the Restricted Subsidiary (with such fair market values being determined by
the Board of Directors), (b) all or substantially all of the assets of the
Corporation or of any Restricted Subsidiary thereof, (c) real property or (d)
all or substantially all of the assets of any media property, or part thereof,
owned by the Corporation or any Restricted Subsidiary thereof, or a division,
line of business or comparable business segment of the Corporation or any
Restricted Subsidiary thereof; PROVIDED that Asset Sales shall not include
sales, leases, conveyances, transfers or other dispositions to the Corporation
or to a Restricted Subsidiary or to any other Person if after giving effect to
such sale, lease, conveyance, transfer or other disposition such other Person
becomes a Restricted Subsidiary, or the sale of all or substantially all of the
assets of the Corporation or a Restricted Subsidiary in a transaction complying
with f(iii), in which case only the assets not so sold shall be deemed an Asset
Sale.
"BOARD OF DIRECTORS" shall have the meaning ascribed to it in
the first paragraph of this Resolution.
"BOARD RESOLUTION" means a copy of a resolution certified
pursuant to an Officers' Certificate to have been duly adopted by the Board of
Directors of the Corporation and to be in full force and effect, and delivered
to the Holders.
"BUSINESS DAY" means any day except a Saturday, a Sunday, or
any day on which banking institutions in New York, New York are required or
authorized by law or other governmental action to be closed.
"CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital stock, including each class of common stock and
preferred stock of such Person and (ii) with respect to any Person that is not a
corporation, any and all partnership or other equity interests of such Person.
"CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligation of such Person to pay rent or other amounts under a lease to which
such Person is a party that is required to be classified and accounted for as
capital lease obligations under GAAP and, for purposes of this definition, the
amount of such
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obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP.
"CASH EQUIVALENTS" means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Corporation ("S&P") or
Moody's Investors Service, Inc. ("Moody's"); (iii) commercial paper maturing no
more than one year from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
one year from the date of acquisition thereof issued by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or any U.S. branch of a foreign bank having at the date
of acquisition thereof combined capital and surplus of not less than
$250,000,000; (v) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clause (i) above entered
into with any bank meeting the qualifications specified in clause (iv) above;
and (vi) investments in money market funds which invest substantially all their
assets in securities of the types described in clauses (i) through (v) above.
"CERTIFICATE OF INCORPORATION" shall have the meaning ascribed
to it in the first paragraph of this Resolution.
A "CHANGE OF CONTROL" of the Corporation will be deemed to
have occurred at such time as (i) any Person (including a Person's Affiliates),
other than a Permitted Holder, becomes the beneficial owner (as defined under
Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act) of 50% or more of the total voting power of the Corporation's Common Stock,
(ii) any Person (including a Person's Affiliates), other than a Permitted
Holder, becomes the beneficial owner of more than 33 1/3% of the total voting
power of the Corporation's Common Stock, and the Permitted Holders beneficially
own, in the aggregate, a lesser percentage of the total voting power of the
Common Stock of the Corporation than such other Person and do not have the right
or ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of the Corporation, (iii) there
shall be consummated any consolidation or merger of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant to which
the Common Stock of the Corporation would be converted into cash, securities or
other property, other than a merger or consolidation of the Corporation in which
the holders of the Common Stock of the Corporation outstanding immediately prior
to the consolidation or merger hold, directly or indirectly, at least a majority
of the voting power of the Common Stock of the surviving corporation immediately
after such consolidation or merger, (iv) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Corporation (together with any new directors whose election by
such Board of Directors or whose nomination for election by the shareholders of
the Corporation has been approved by a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or recommendation for election was previously so approved) cease to
constitute a majority of the Board of Directors of the Corporation or (v) any
"change in control" occurs (as defined at such time) with respect to the
Existing Preferred Stock or any issue of Disqualified Capital Stock.
"CHANGE OF CONTROL DATE" shall have the meaning ascribed to it
in paragraph (h)(i) hereof.
"CHANGE OF CONTROL OFFER" shall have the meaning ascribed to
it in paragraph (h)(i) hereof.
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"CHANGE OF CONTROL PAYMENT DATE" shall have the meaning
ascribed to it in paragraph (h)(ii) hereof.
"CHANGE OF CONTROL PURCHASE PRICE" shall have the meaning
ascribed to it in paragraph (h)(i) hereof.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of, such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.
"CONSOLIDATED EBITDA" means, for any Person, for any period,
an amount equal to (a) the sum of Consolidated Net Income for such period, plus,
to the extent deducted from the revenues of such Person in determining
Consolidated Net Income, (i) the provision for taxes for such period based on
income or profits and any provision for taxes utilized in computing a loss in
Consolidated Net Income above, plus (ii) Consolidated Interest Expense, net of
interest income earned on cash or cash equivalents for such period (including,
for this purpose, dividends on the Existing Preferred Stock and the Junior
Preferred Stock and the Convertible Preferred Stock and any Redeemable Dividends
in each case only to the extent that such dividends were deducted in determining
Consolidated Net Income), plus (iii) depreciation for such period on a
consolidated basis, plus (iv) amortization of intangibles and broadcast program
licenses for such period on a consolidated basis, minus (b) scheduled payments
relating to broadcast program license liabilities, except that with respect to
the Corporation each of the foregoing items shall be determined on a
consolidated basis with respect to the Corporation and its Restricted
Subsidiaries only; PROVIDED, HOWEVER, that, for purposes of calculating
Consolidated EBITDA during any fiscal quarter, cash income from a particular
Investment of such Person shall be included only if cash income has been
received by such Person as a result of the operation of the business in which
such Investment has been made in the ordinary course without giving effect to
any extraordinary unusual and non-recurring gains.
"CONSOLIDATED INTEREST EXPENSE" means, with respect to any
Person, for any period, the aggregate amount of interest which, in conformity
with GAAP, would be set forth opposite the caption "interest expense" or any
like caption on an income statement for such Person and its Subsidiaries on a
consolidated basis, including, but not limited to, Redeemable Dividends, whether
paid or accrued, on Subsidiary Preferred Stock, imputed interest included in
Capitalized Lease Obligations, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, the net costs associated with hedging obligations, amortization of
other financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other non-cash
interest expense (other than interest amortized to cost of sales) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, all time
brokerage fees relating to financing of radio or television stations which the
Corporation has an agreement or option to acquire, plus the amount of all
dividends or distributions paid on Disqualified Capital Stock (other than
dividends paid or payable in shares of Capital Stock of the Corporation).
"CONSOLIDATED NET INCOME" means, with respect to any Person,
for any period, the aggregate of the net income (or loss) of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; PROVIDED, HOWEVER, that (a) the net income of any Person (the "other
Person")
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in which the Person in question or any of its Subsidiaries has less than a 100%
interest (which interest does not cause the net income of such other Person to
be consolidated into the net income of the Person in question in accordance with
GAAP) shall be included only to the extent of the amount of dividends or
distributions paid to the Person in question or to the Subsidiary, (b) the net
income of any Subsidiary of the Person in question that is subject to any
restriction or limitation on the payment of dividends or the making of other
distributions (other than pursuant to the New Exchange Debentures, the Existing
Exchange Debentures or the Existing Notes) shall be excluded to the extent of
such restriction or limitation, (c) (i) the net income of any Person acquired in
a pooling of interests transaction for any period prior to the date of such
acquisition and (ii) any net gain (but not loss) resulting from an Asset Sale by
the Person in question or any of its Subsidiaries other than in the ordinary
course of business shall be excluded, (d) extraordinary, unusual and
non-recurring gains and losses shall be excluded, (e) losses associated with
discontinued and terminated operations in an amount not to exceed $1,000,000 per
annum shall be excluded and (f) all non-cash items (including, without
limitation, cumulative effects of changes in GAAP and equity entitlements
granted to employees of the Corporation and its Restricted Subsidiaries)
increasing and decreasing Consolidated Net Income and not otherwise included in
the definition of Consolidated EBITDA shall be excluded.
"CONVERTIBLE PREFERRED STOCK" shall have the meaning ascribed
to it in paragraph (b) hereof.
"CORPORATION" shall have the meaning ascribed to it in the
first paragraph of this Resolution.
"CREDIT FACILITY" means the Credit Agreement dated as of
December 19, 1995, and amended and restated as of April 30, 1998, among the
Corporation, the financial institutions party thereto in their capacities as
lenders thereunder and Union Bank, as agent, as the same may be amended from
time to time, and any one or more agreements evidencing the refinancing,
modification, replacement, renewal, restatement, refunding, deferral, extension,
substitution, supplement, reissuance or resale thereof.
"CUMULATIVE CONSOLIDATED EBITDA" means, with respect to any
Person, as of any date of determination, Consolidated EBITDA from June 10, 1998
to the end of the Corporation's most recently ended full fiscal quarter prior to
such date, taken as a single accounting period.
"CUMULATIVE CONSOLIDATED INTEREST EXPENSE" means, with respect
to any Person, as of any date of determination, Consolidated Interest Expense
plus any cash dividends paid on Senior Securities or Parity Securities not
already reflected in Consolidated Interest Expense that do not require the
approval of the holders of a majority of the shares of Junior Preferred Stock
outstanding to be issued, in each case from June 10, 1998 to the end of such
Person's most recently ended full fiscal quarter prior to such date, taken as a
single accounting period.
"DISQUALIFIED CAPITAL STOCK" means any Capital Stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder thereof, in whole
or in part, on or prior to the mandatory redemption date of the Junior Preferred
Stock. Without limitation of the foregoing, Disqualified Capital Stock shall be
deemed to include (i) any Preferred Stock of a Restricted Subsidiary, (ii) any
Preferred Stock of the Corporation, with respect to either of which, under the
terms of such Preferred Stock, by agreement or otherwise, such Restricted
Subsidiary or the Company is obligated to pay current dividends or distributions
in cash during the period prior to the redemption date of the Junior Preferred
Stock; and (iii) as long as the Junior Preferred Stock remains outstanding,
Senior Securities and Parity Securities; PROVIDED, HOWEVER, that (i) Preferred
Stock of the Corporation or any Restricted Subsidiary
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that is issued with the benefit of provisions requiring a change of control
offer to be made for such Preferred Stock in the event of a change of control of
the Corporation or Restricted Subsidiary, which provisions have substantially
the same effect as the provisions described under paragraph (h), shall not be
deemed to be Disqualified Capital Stock solely by virtue of such provisions;
(ii) the Junior Preferred Stock, the Existing Preferred Stock and the
Convertible Preferred Stock, as in effect on the Issue Date, shall not be
considered Disqualified Capital Stock; (iii) Disqualified Capital Stock paid as
dividends on Preferred Stock existing on the date hereof or subsequently issued,
in each case in accordance with the terms of such Preferred Stock at the time it
was issued, shall not be considered Disqualified Capital Stock; and (iv)
issuances of Junior Preferred Stock, Senior Securities and Parity Securities
that the Corporation is permitted to issue, as described under paragraph (b),
without the approval of the holders of at least a majority of the shares of
Junior Preferred Stock then outstanding.
"DIVIDEND PAYMENT DATE" means May 15 and November 15 of each
year commencing November 15, 1998.
"DIVIDEND PERIOD" means the Initial Dividend Period and,
thereafter, each Semi-annual Dividend Period.
"DIVIDEND RECORD DATE" means May 1 and November 1 of each
year.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"EXCHANGE DATE" means the date of original issuance of the New
Exchange Debentures.
"EXCHANGE NOTICE" shall have the meaning ascribed to it in
paragraph (g)(ii) hereof.
"EXISTING DEBT INDENTURES" means the Existing Indenture and
the Existing Exchange Indenture.
"EXISTING EXCHANGE DEBENTURES" means the 12 1/2% Exchange
Debentures due 2006 (if issued) issued under the Existing Exchange Indenture.
"EXISTING EXCHANGE INDENTURE" means the indenture dated
October 4, 1996 between the Corporation, the guarantors thereto and The Bank of
New York, as trustee, which governs the Existing Exchange Debentures.
"EXISTING INDENTURE" means the indenture dated as of September
28, 1995 among the Corporation and The Bank of New York, as trustee which
governs the Existing Notes.
"EXISTING NOTES" means the 11 5/8% Senior Subordinated Notes
due 2002 issued under the Existing Indenture.
"EXISTING PREFERRED STOCK" means the Private Preferred Stock
and the Public Preferred Stock, collectively.
"GAAP" means generally accepted accounting principles
consistently applied as in effect in the United States from time to time.
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"HOLDER" means a holder of shares of Junior Preferred Stock as
reflected in the stock books of the Corporation.
"INCUR" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "incurrence," "incurred," "incurrable" and "incurring" shall
have meanings correlative to the foregoing); PROVIDED that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.
"INDEBTEDNESS" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof) or evidenced by bonds, notes, debentures or similar instruments
or representing the balance deferred and unpaid of the purchase price of any
property (excluding, without limitation, any balances that constitute accounts
payable or trade payables and other accrued liabilities arising in the ordinary
course of business, including, without limitation, any and all programming
broadcast obligations) if and to the extent any of the foregoing indebtedness
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, and shall also include, to the extent not otherwise
included, (i) any Capitalized Lease Obligations, (ii) obligations secured by a
Lien to which the property or assets owned or held by such Person are subject,
whether or not the obligation or obligations secured thereby shall have been
assumed (PROVIDED, HOWEVER, that if such obligation or obligations shall not
have been assumed, the amount of such Indebtedness shall be deemed to be the
lesser of the principal amount of the obligation or the fair market value of the
pledged property or assets), (iii) guarantees of items of other Persons which
would be included within this definition for such other Persons (whether or not
such items would appear upon the balance sheet of the guarantor), (iv) all
obligations for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (v) in the case of the
Corporation, Disqualified Capital Stock of the Corporation or any Restricted
Subsidiary thereof and (vi) obligations of any such Person under any Interest
Rate Agreement applicable to any of the foregoing (if and to the extent such
Interest Rate Agreement obligations would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP). The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided that (i) the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the principal amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP and (ii) Indebtedness shall not include any
liability for federal, state, local or other taxes. Notwithstanding any other
provision of the foregoing definition, any trade payable arising from the
purchase of goods or materials or for services obtained in the ordinary course
of business or contingent obligations arising out of customary indemnification
agreements with respect to the sale of assets or securities shall not be deemed
to be "Indebtedness" of the Corporation or any Restricted Subsidiaries for
purposes of this definition. Furthermore, guarantees of (or obligations with
respect to letters of credit supporting) Indebtedness otherwise included in the
determination of such amount shall not also be included.
"INDEPENDENT APPRAISER" means an appraiser of national
reputation in the United States (i) which does not, and whose directors,
executive officers and Affiliates do not, have a direct or indirect financial
interest in excess of 5% of fully diluted outstanding voting securities of the
Corporation at the time of determination
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<PAGE> 21
and (ii) which, in the judgment of the Corporation, is independent from the
Corporation as evidenced by an Officer's Certificate.
"INITIAL DIVIDEND PERIOD" means the dividend period commencing
on the Issue Date and ending on November 15, 1998.
"INTEREST RATE AGREEMENT" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party indicated therein
against fluctuations in interest rates.
"INTV" means the Corporation's network of owned, operated or
affiliated television stations dedicated to Infomercial programming.
"inTV EBITDA" means Consolidated EBITDA for the Infomall TV
Network determined on a basis consistent with the Corporation's internal
financial statements, generated by stations declared by the Board of Directors
as inTV properties.
"INVESTMENT" means, directly or indirectly, any advance,
account receivable (other than an account receivable arising in the ordinary
course of business), loan or capital contribution to (by means of transfers of
property to others, payments for property or services for the account or use of
others or otherwise), the purchase of any stock, bonds, notes, debentures,
partnership or joint venture interests or other securities of, the acquisition,
by purchase or otherwise, of all or substantially all of the business or assets
or stock or other evidence of beneficial ownership of, any Person or the making
of any investment in any Person. Investments shall exclude extensions of trade
credit on commercially reasonable terms in accordance with normal trade
practices and repurchases or redemptions of the Existing Notes, the New Exchange
Debentures, the Existing Exchange Debentures, the Existing Preferred Stock, the
Junior Preferred Stock or the Convertible Preferred Stock by the Corporation.
"ISSUE DATE" means the date of original issuance of the Junior
Preferred Stock.
"JUNIOR PREFERRED STOCK" shall have the meaning ascribed to it
in paragraph (a) hereof.
"JUNIOR SECURITIES" shall have the meaning ascribed to it in
paragraph (b) hereof.
"LIEN" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).
"MAJOR ASSET SALE" means an Asset Sale or series of related
Asset Sales involving assets with a fair market value in excess of $25,000,000.
"MANDATORY REDEMPTION PRICE" shall have the meaning ascribed
to it in paragraph (e)(ii) hereof.
"NET PROCEEDS" means (a) in the case of any sale of Capital
Stock by the Corporation, an Asset Sale or a Major Asset Sale, the aggregate net
proceeds received by the Corporation, after payment of expenses, commissions and
the like incurred in connection therewith, whether such proceeds are in cash or
in property (valued at the fair market value thereof, as determined in good
faith by the Board of Directors, at the
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<PAGE> 22
time of receipt) and (b) in the case of any exchange, exercise, conversion or
surrender of outstanding securities of any kind for or into shares of Capital
Stock of the Corporation which is not Disqualified Capital Stock, the net book
value of such outstanding securities on the date of such exchange, exercise,
conversion or surrender (plus any additional amount required to be paid by the
holder to the Corporation upon such exchange, exercise, conversion or surrender,
less any and all payments made to the holders, E.G., on account of fractional
shares and less all expenses incurred by the Corporation in connection
therewith).
"NET PROCEEDS REDEMPTION PRICE" shall have the meaning
ascribed to it in paragraph (e)(i) hereof.
"NEW EXCHANGE DEBENTURES" shall mean the 13 1/4% Exchange
Debentures due 2006 (if issued) issued under the New Exchange Indenture.
"NEW EXCHANGE INDENTURE" shall have the meaning ascribed to it
in paragraph (f)(ii)(C) hereof.
"OBLIGATIONS" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing, or otherwise relating to,
any Indebtedness.
"OFFICERS' CERTIFICATE" means a certificate signed by two
officers or by an officer and either an Assistant Treasurer or an Assistant
Secretary of the Corporation which certificate shall include a statement that,
in the opinion of such signers all conditions precedent to be performed by the
Corporation prior to the taking of any proposed action have been taken. In
addition, such certificate shall include (i) a statement that the signatories
have read the relevant covenant or condition, (ii) a brief statement of the
nature and scope of such examination or investigation upon which the statements
are based, (iii) a statement that, in the opinion of such signatories, they have
made such examination or investigation as is reasonably necessary to express an
informed opinion and (iv) a statement as to whether or not, in the opinion of
the signatories, such relevant conditions or covenants have been complied with.
"OPINION OF COUNSEL" means an opinion of counsel that, in such
counsel's opinion, all conditions precedent to be performed by the Corporation
prior to the taking of any proposed action have been taken. Such opinion shall
also include the statements called for in the second sentence under "Officers'
Certificate".
"OPTIONAL REDEMPTION PRICE" shall have the meaning ascribed to
it in paragraph (e)(i) hereof.
"PARITY SECURITIES" shall have the meaning ascribed to it in
paragraph (b) hereof.
"PERMITTED HOLDERS" means collectively Lowell W. Paxson, his
spouse, children or other lineal descendants (whether adoptive or biological)
and any revocable or irrevocable INTER VIVOS or testamentary trust or the
probate estate of any such individual, so long as one or more of the foregoing
individuals is the principal beneficiary of such trust or probate estate.
"PERMITTED INDEBTEDNESS" means, without duplication, each of
the following:
(i) Indebtedness under the New Exchange Debentures and
the guarantees related thereto, including any New
Exchange Debentures issued in accordance with the New
Exchange Indenture as payment of interest on the New
Exchange Debentures;
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<PAGE> 23
(ii) Indebtedness under the Existing Exchange Debentures,
and the guarantees related thereto, including any
Existing Exchange Debentures issued in accordance
with the Existing Exchange Indenture as payment of
interest on the Existing Exchange Debentures;
(iii) Indebtedness incurred pursuant to any Credit Facility
in an aggregate principal amount at any time
outstanding not to exceed $25,000,000;
(iv) all other Indebtedness of the Corporation and its
Restricted Subsidiaries outstanding on the Issue
Date, including, without limitation, the Existing
Notes, reduced by the amount of any scheduled
amortization payments or mandatory prepayments when
actually paid or permanent reductions thereon;
(v) Obligations under Interest Rate Agreements of the
Corporation covering Indebtedness of the Corporation
or any of its Restricted Subsidiaries; PROVIDED,
HOWEVER, that such Interest Rate Agreements are
entered into to protect the Corporation and its
Restricted Subsidiaries from fluctuations in interest
rates on Indebtedness incurred in accordance with
paragraph (1)(i) hereof to the extent the notional
principal amount of such Interest Rate Agreement does
not exceed the principal amount of the Indebtedness
to which such Interest Rate Agreement relates;
(vi) Indebtedness of a Restricted Subsidiary of the
Corporation to the Corporation or to a Restricted
Subsidiary of the Corporation for so long as such
Indebtedness is held by the Corporation or a
Restricted Subsidiary of the Corporation, in each
case subject to no Lien held by a Person other than
the Corporation or a Restricted Subsidiary of the
Corporation; PROVIDED that if as of any date any
Person other than the Corporation or a Restricted
Subsidiary of the Corporation owns or holds any such
Indebtedness or holds a Lien in respect of such
Indebtedness, such date shall be deemed the
incurrence of Indebtedness not constituting Permitted
Indebtedness by the issuer of such Indebtedness;
(vii) Indebtedness of the Corporation to a Restricted
Subsidiary of the Corporation for so long as such
Indebtedness is held by a Restricted Subsidiary of
the Corporation, in each case subject to no Lien;
PROVIDED that (a) any Indebtedness of the Corporation
to any Restricted Subsidiary of the Corporation is
unsecured and subordinated, pursuant to a written
agreement, to the Corporation's Obligations under the
New Exchange Indenture and the New Exchange
Debentures and (b) if as of any date any Person other
than a Restricted Subsidiary of the Corporation owns
or holds any such Indebtedness or any Person holds a
Lien in respect of such Indebtedness, such date shall
be deemed the incurrence of Indebtedness not
constituting Permitted Indebtedness by the
Corporation;
(viii) Purchase Money Indebtedness and Capitalized Lease
Obligations incurred to acquire property in the
ordinary course of business which Indebtedness and
Capitalized Lease Obligations do not in the aggregate
exceed 5% of the Corporation's consolidated total
assets at any one time;
(ix) Refinancing Indebtedness; and
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<PAGE> 24
(x) additional Indebtedness of the Corporation in an
aggregate principal amount not to exceed $10,000,000
at any one time outstanding.
"PERMITTED INVESTMENTS" means, for any Person, Investments
made on or after the Issue Date consisting of:
(i) Investments by the Corporation, or by a Restricted
Subsidiary thereof, in the Corporation or a
Restricted Subsidiary;
(ii) Cash Equivalents;
(iii) Investments by the Corporation, or by a Restricted
Subsidiary thereof, in a Person (or in all or
substantially all of the business or assets of a
Person) if as a result of such Investment (a) such
Person becomes a Restricted Subsidiary of the
Corporation, (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated
into, the Corporation or a Restricted Subsidiary
thereof or (c) such business or assets are owned by
the Corporation or a Restricted Subsidiary;
(iv) reasonable and customary loans made to employees not
to exceed $5,000,000 in the aggregate at any one time
outstanding;
(v) an Investment that is made by the Corporation or a
Restricted Subsidiary thereof in the form of any
stock, bonds, notes, debentures, partnership or joint
venture interests or other securities that are issued
by a third party to the Corporation or a Restricted
Subsidiary solely as partial consideration for the
consummation of an Asset Sale;
(vi) time brokerage and other similar agreements under
which separately owned and licensed broadcast
properties enter into cooperative arrangements and
which may include an option to acquire the broadcast
property at a future date;
(vii) accounts receivable of the Corporation and its
Restricted Subsidiaries generated in the ordinary
course of business;
(viii) loans and guarantees of loans by third-party lenders
to third parties in connection with the acquisition
of media properties, secured by substantially all of
such Person's assets (to the extent permitted by the
rules of the Federal Communications Commission),
which are made in conjunction with the execution of a
time brokerage agreement;
(ix) options on media properties having an exercise price
of an amount not in excess of $100,000 plus the
forgiveness of any loan referred to in clause (viii)
above entered into in connection with the execution
of time brokerage agreements; and
(x) additional Investments of the Corporation and its
Restricted Subsidiaries from time to time of an
amount not to exceed $75,000,000.
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<PAGE> 25
"PERSON" means an individual, partnership, corporation,
unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.
"PREFERRED STOCK" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemption or upon liquidation.
"PRIVATE PREFERRED STOCK" means the Junior Cumulative
Compounding Redeemable Preferred Stock, $.001 par value, 12% dividend rate per
annum, of which 33,000 shares are outstanding with a liquidation preference of
$1,000 per share.
"PUBLIC EQUITY OFFERING" means a public offering by the
Corporation of shares of its Common Stock (however designated and whether voting
or non-voting) and any and all rights, warrants or options to acquire such
Common Stock.
"PUBLIC PREFERRED STOCK" means the Cumulative Exchangeable
Preferred Stock, $.001 par value, 12 1/2% dividend rate per annum, of which
170,782 shares are currently outstanding with a liquidation preference of $1,000
per share.
"PURCHASE MONEY INDEBTEDNESS" means any Indebtedness incurred
in the ordinary course of business by a Person to finance the cost (including
the cost of construction) of an item of property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.
"QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.
"REDEMPTION NOTICE" shall have the meaning ascribed to it in
paragraph (e)(iii) hereof.
"REDEMPTION DATE", with respect to any shares of Junior
Preferred Stock, means the date on which such shares of Junior Preferred Stock
are redeemed by the Corporation.
"REDEEMABLE DIVIDEND" means, for any dividend or distribution
with regard to Disqualified Capital Stock, the quotient of the dividend or
distribution divided by the difference between one and the maximum statutory
federal income tax rate (expressed as a decimal number between 1 and 0) then
applicable to the issuer of such Disqualified Capital Stock.
"REFINANCE" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.
"REFINANCING INDEBTEDNESS" means any Refinancing by the
Corporation or any Restricted Subsidiary of the Corporation of Indebtedness
incurred in accordance with paragraph (l)(i) above, in each case that does not
(i) result in an increase in the aggregate principal amount of Indebtedness of
such Person as of the date of such proposed Refinancing (plus the amount of any
premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred by the
Corporation in connection with such Refinancing) or (ii) create Indebtedness
with (a) a Weighted Average Life to Maturity that is less than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced or (b) a final
maturity earlier than the final maturity of the Indebtedness being Refinanced;
PROVIDED that (x) if such
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Indebtedness being Refinanced is Indebtedness of the Corporation, then such
Refinancing Indebtedness shall be Indebtedness solely of the Corporation and (y)
if such Indebtedness being Refinanced is subordinate or junior to the New
Exchange Debentures, then such Refinancing Indebtedness shall be subordinate to
the New Exchange Debentures at least to the same extent and in the same manner
as the Indebtedness being Refinanced.
"RESTRICTED PAYMENT" means (i) the declaration or payment of
any dividend or the making of any other distribution (other than dividends or
distributions payable in Qualified Capital Stock) on shares of Parity Securities
or Junior Securities, (ii) any purchase, redemption, retirement or other
acquisition for value of any Parity Securities or Junior Securities, or any
warrants, rights or options to acquire shares of Parity Securities or Junior
Securities, other than through the exchange of such Parity Securities or Junior
Securities or any warrants, rights or options to acquire shares of any class of
such Parity Securities or Junior Securities for Qualified Capital Stock or
warrants, rights or options to acquire Qualified Capital Stock, (iii) the making
of any Investment (other than a Permitted Investment), (iv) any designation of a
Restricted Subsidiary as an Unrestricted Subsidiary on the basis of the fair
market value of such Subsidiary utilizing standard valuation methodologies and
approved by the Board of Directors, excluding any such Subsidiary with a fair
market value equal to or less than $500, or (v) forgiveness of any Indebtedness
of an Affiliate of the Corporation to the Corporation or a Restricted
Subsidiary.
"RESTRICTED SUBSIDIARY" means a Subsidiary of the Corporation
other than an Unrestricted Subsidiary and includes all of the Subsidiaries of
the Corporation existing as of the Issue Date. The Board of Directors of the
Corporation may designate any Unrestricted Subsidiary or any Person that is to
become a Subsidiary as a Restricted Subsidiary if immediately after giving
effect to such action (and treating any Acquired Indebtedness as having been
incurred at the time of such action), the Corporation could have incurred at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to paragraph (l)(i) above.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
"SEMI-ANNUAL DIVIDEND PERIOD" shall mean the semi-annual
period commencing on each May 15 and November 15 and ending on the next
succeeding Dividend Payment Date, respectively.
"SENIOR DEBT" means, the principal of and premium, if any, and
interest (including, without limitation, interest accruing or that would have
accrued but for the filing of a bankruptcy, reorganization or other insolvency
proceeding whether or not such interest constitutes an allowed claim in such
proceeding) on, and any and all other fees, expense reimbursement obligations,
indemnities and other amounts due pursuant to their terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with (a) all Indebtedness of the
Corporation owed under the Credit Facility, (b) all obligations of the
Corporation with respect to any Interest Rate Agreement, (c) all obligations of
the Corporation to reimburse any bank or other person in respect of amounts paid
under letters of credit, acceptances or other similar instruments, (d) all other
Indebtedness of the Corporation which does not provide that it is to rank PARI
PASSU with or subordinate to the New Exchange Debentures and (e) all deferrals,
renewals, extensions and refundings of, and amendments, modifications and
supplements to, any of the Senior Debt described above. Notwithstanding anything
to the contrary in the foregoing, Senior Debt will not include (i) Indebtedness
of the Corporation to any of its Subsidiaries, (ii) Indebtedness represented by
the New Exchange Debentures, (iii) any Indebtedness which by the express terms
of the agreement or instrument creating, evidencing or governing the same is
junior or subordinate in right of payment to any item of Senior Debt, (iv) any
trade payable arising from the purchase of goods or materials or for services
obtained in the ordinary course of business or (v) Indebtedness incurred in
violation of paragraph (1)(i) hereof.
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<PAGE> 27
"SENIOR SECURITIES" shall have the meaning ascribed to it in
paragraph (b) hereof.
"SHELF REGISTRATION STATEMENT" means a registration statement
filed by the Corporation with the Commission for an offering to be made on a
continuous basis pursuant to Rule 415 promulgated under the Securities Act
covering all of the Junior Preferred Stock or the Private Exchange Preferred
Stock.
"SUBSIDIARY", with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.
"UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary of an
Unrestricted Subsidiary and (b) any Subsidiary of the Corporation which is
classified after the Issue Date as an Unrestricted Subsidiary by a resolution
adopted by the Board of Directors; PROVIDED that a Subsidiary organized or
acquired after the Issue Date may be so classified as an Unrestricted Subsidiary
only if such classification is not in violation of the covenant set forth under
paragraph (l)(ii) above. The transfer agent for the Junior Preferred Stock shall
be given prompt notice by the Corporation of each resolution adopted by the
Board of Directors under this provision, together with a copy of each such
resolution adopted.
"VOTING RIGHTS TRIGGERING EVENt" shall have the meaning
ascribed to it in paragraph (f)(iv) hereof.
"WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.
"WHOLLY-OWNED SUBSIDIARY" means any Restricted Subsidiary all
of the outstanding voting securities (other than directors' qualifying shares)
of which are owned, directly or indirectly, by the Corporation.
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<PAGE> 28
IN WITNESS WHEREOF, said Paxson Communications Corporation has
caused this Certificate to be signed by Arthur D. Tek, its Vice President and
Chief Financial Officer, this 30th day of July, 1998.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Arthur D. Tek
------------------------------------------
Name: Arthur D. Tek
Title: Vice President and Chief Financial
Officer
28
<PAGE> 1
EXHIBIT 3.67.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SALT LAKE CITY-30, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
ARTICLE X. AMENDMENTS
<PAGE> 3
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 16th day of December, 1996.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC., desiring to
organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.67.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.68.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SALT LAKE CITY LICENSE, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SALT LAKE CITY LICENSE, INC., under the Florida Business Corporation Act, adopts
the following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SALT LAKE CITY LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of October, 1996.
/s/ William L. Watson
---------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SALT LAKE CITY LICENSE, INC., desiring
to organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.68.2
BYLAWS
OF
PAXSON OKLAHOMA CITY LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
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person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.69.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF OKLAHOMA CITY LICENSE, INC.
The undersigned, acting as incorporator of PAXSON OKLAHOMA CITY
LICENSE, INC., under the Florida Business Corporation Act, adopts the following
Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF OKLAHOMA CITY LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 16th day of October, 1996.
/s/ William L. Watson
--------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF OKLAHOMA CITY LICENSE, INC., desiring
to organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.69.2
BYLAWS
OF
PAXSON SALT LAKE CITY LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.70.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
WASHINGTON-66, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 14th day of October, 1996.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF WASHINGTON-66, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.70.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.71.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SCRANTON-64, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 29th day of October, 1996.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SCRANTON-64, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.73.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
KANSAS CITY-50, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 12th day of November, 1996.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.72.1
ARTICLES OF INCORPORATION
OF
PAXSON SCRANTON LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SCRANTON LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SCRANTON LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his
rights under Section 607.0201, Florida Statutes, to constitute a corporation,
and he assigns to those persons designated by the board of directors any rights
he may have as incorporator to acquire any of the capital stock of this
corporation, this assignment becoming effective on the date corporate existence
begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 29th day of October, 1996.
/s/ William L. Watson
---------------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is
submitted:
That PAXSON SCRANTON LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.72.2
BYLAWS
OF
PAXSON SCRANTON LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.76.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PITTSBURGH-40, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 20th day of February, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.73.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must be
made available at the Corporation's principal office, registered agent's office,
transfer agent's office or at a place identified in the meeting notice in the
city where the meeting will be held. Any shareholder, his agent or attorney,
upon written demand and at his own expense may inspect the list during regular
business hours. The list shall be available at the meeting and any shareholder,
his agent or attorney is entitled to inspect the list at any time during the
meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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EXHIBIT 3.74.1
ARTICLES OF INCORPORATION
OF
PAXSON MILWAUKEE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON MILWAUKEE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON MILWAUKEE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 12th day of November, 1996.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON MILWAUKEE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.74.2
BYLAWS
OF
PAXSON MILWAUKEE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
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shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.75.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF HARTFORD-18, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
HARTFORD-18, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF HARTFORD-18, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 22nd day of November, 1996,
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF HARTFORD-18, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.75.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF HARTFORD-18, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.76.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PITTSBURGH-40, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 20th day of February, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.76.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.77.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF DETROIT-31, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
DETROIT-31, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF DETROIT-31, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 4th day of March, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF DETROIT-31, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.77.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF DETROIT-31, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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EXHIBIT 3.78.1
ARTICLES OF INCORPORATION
OF
PAXSON DETROIT LICENSE, INC.
The undersigned, acting as incorporator of PAXSON DETROIT LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON DETROIT LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 4th day of March, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON DETROIT LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.78.2
BYLAWS
OF
PAXSON DETROIT LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.79.1
ARTICLES OF INCORPORATION
OF
PAXSON PITTSBURGH LICENSE, INC.
The undersigned, acting as incorporator of PAXSON PITTSBURGH LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON PITTSBURGH LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 7th day of August, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON PITTSBURGH LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L.
Watson, as its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.79.2
BYLAWS
OF
PAXSON PITTSBURGH LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.80.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
ROANOKE-38, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 28th day of March, 1997.
/s/ William L. Watson
------------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF ROANOKE-38, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.80.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.81.1
ARTICLES OF INCORPORATION
OF
PAXSON ROANOKE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON ROANOKE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON ROANOKE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 28th day of March, 1997.
/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ROANOKE LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L.
Watson, as its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.81.2
BYLAWS
OF
PAXSON ROANOKE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.82.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF FRESNO-61, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
FRESNO-61, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF FRESNO-61, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 4th day of April, 1997.
/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF FRESNO-61, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.82.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF FRESNO-61, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.83.1
ARTICLES OF INCORPORATION
OF
PAXSON FRESNO LICENSE, INC.
The undersigned, acting as incorporator of PAXSON FRESNO LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON FRESNO LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 4th day of April, 1997.
/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON FRESNO LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.83.2
BYLAWS
OF
PAXSON FRESNO LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.84.1
ARTICLES OF AMENDMENT NO. 1
OF THE ARTICLES OF INCORPORATION OF
PAXSON COMMUNICATIONS OF COOKEVILLE-28, INC.
Pursuant to Section 607.1002 and 607.1006 of the Florida Business
Corporation Act, the Articles of Incorporation of Paxson Communications of
Cookeville-28, Inc. (the "Corporation"), are hereby amended according to these
Articles of Amendment:
FIRST: The name of the Corporation is Paxson Communications of
Cookeville-28, Inc.
SECOND: Article I of the Articles of Incorporation is amended in its
entirety to read as follows:
"The name of the Corporation is Paxson Communications of
Nashville-28, Inc."
THIRD: The foregoing amendment was adopted by written consent of the
sole shareholder of the Corporation, in accordance with Sections 607.1003(6) and
607.0704 of the Florida Statutes, on August 10, 1997 constituting a sufficient
number of votes to approve the amendment.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this instrument this 10th day of August, 1997.
By: /s/William L. Watson
-----------------------------------
Its: Secretary
---------------------
<PAGE> 2
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF COOKEVILLE-28, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
COOKEVILLE-28, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF COOKEVILLE-28, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 3
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/William L. Watson
-----------------------------------
William L. Watson, Incorporator
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<PAGE> 1
EXHIBIT 3.84.2
AMENDED & RESTATED BYLAWS
OF
PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
(as of August 7, 1997)
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of
<PAGE> 2
objecting to the transaction of any business because the meeting is not lawfully
called or convened, and (b) an objection to consideration of a particular matter
at the meeting that is not within the purpose of the meeting unless the
shareholders object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of
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<PAGE> 4
shareholders and until their successors have been elected and qualified or until
their earlier resignation, removal from office, or death. At the first annual
meeting of shareholders and at each annual meeting thereafter the shareholders
shall elect directors to hold office until the next succeeding annual meeting.
Each director shall hold office for the term for which he is elected and until
his successor is elected and qualifies or until his earlier resignation, removal
from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
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<PAGE> 5
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One person may
simultaneously hold any two or more offices. The failure to elect the chairman
of the board, president, secretary, or treasurer shall not affect the existence
of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and
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active management of the business and affairs of the Corporation, has the power
to sign certificates of stock, bonds, deeds, and contracts for the Corporation,
and shall preside at all meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other duties as from time to time may be assigned to him by the
chairman of the board, the president, or the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in the sum and with the surety or sureties that the
board of directors determines.
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SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
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ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss,
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destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.85.1
ARTICLES OF INCORPORATION
OF
PAXSON TENNESSEE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON TENNESSEE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON TENNESSEE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
--------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON TENNESSEE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.85.2
BYLAWS
OF
PAXSON TENNESSEE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.86.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
CEDAR RAPIDS-48, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.86.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.87.1
ARTICLES OF INCORPORATION
OF
PAXSON CEDAR RAPIDS LICENSE, INC.
The undersigned, acting as incorporator of PAXSON CEDAR RAPIDS LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON CEDAR RAPIDS LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON CEDAR RAPIDS LICENSE, INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated in
the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.87.2
BYLAWS
OF
PAXSON CEDAR RAPIDS LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.88.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
BUFFALO-51, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF BUFFALO-51, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
<PAGE> 1
EXHIBIT 3.88.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to
<PAGE> 2
notice shall be equivalent to giving notice. Attendance by a shareholder
entitled to vote at a meeting, in person or by proxy, shall constitute a waiver
of (a) notice of the meeting, except when the shareholder attends a meeting
solely for the purpose, expressed at the beginning of the meeting, of objecting
to the transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.89.1
ARTICLES OF INCORPORATION
OF
PAXSON BUFFALO LICENSE, INC.
The undersigned, acting as incorporator of PAXSON BUFFALO LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON BUFFALO LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON BUFFALO LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.89.2
BYLAWS
OF
PAXSON BUFFALO LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply
with the requirements of this section does not affect the validity of any action
taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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EXHIBIT 3.90.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF GREEN BAY-14, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
GREEN BAY-14, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF GREEN BAY-14, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF GREEN BAY-14, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
<PAGE> 1
EXHIBIT 3.90.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF GREEN BAY-14, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at
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<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.91.1
ARTICLES OF INCORPORATION
OF
PAXSON GREEN BAY LICENSE, INC.
The undersigned, acting as incorporator of PAXSON GREEN BAY LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON GREEN BAY LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
2
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
3
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON GREEN BAY LICENSE, INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated in
the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.91.2
BYLAWS
OF
PAXSON GREEN BAY LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to
<PAGE> 2
notice shall be equivalent to giving notice. Attendance by a shareholder
entitled to vote at a meeting, in person or by proxy, shall constitute a waiver
of (a) notice of the meeting, except when the shareholder attends a meeting
solely for the purpose, expressed at the beginning of the meeting, of objecting
to the transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.92.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF TUCSON-46, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
TUCSON-46, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF TUCSON-46, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF TUCSON-46, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
<PAGE> 1
EXHIBIT 3.92.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF TUCSON-46, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.93.1
ARTICLES OF INCORPORATION
OF
PAXSON TUCSON LICENSE, INC.
The undersigned, acting as incorporator of PAXSON TUCSON LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON TUCSON LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 10th day of April, 1997.
/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON TUCSON LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.93.2
BYLAWS
OF
PAXSON TUCSON LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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EXHIBIT 3.97.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF HAWAII-66, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice
<PAGE> 2
shall be equivalent to giving notice. Attendance by a shareholder entitled to
vote at a meeting, in person or by proxy, shall constitute a waiver of (a)
notice of the meeting, except when the shareholder attends a meeting solely for
the purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
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officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
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according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.94.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.95.1
ARTICLES OF INCORPORATION
OF
PAXSON MIAMI-35 LICENSE, INC.
The undersigned, acting as incorporator of PAXSON MIAMI-35 LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON MIAMI-35 LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 6th day of May, 1997.
/s/ William L. Watson
----------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON MIAMI-35 LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.95.2
BYLAWS
OF
PAXSON MIAMI-35 LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
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duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
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The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.96.1
ARTICLES OF INCORPORATION
OF
PAXSON TAMPA-66 LICENSE, INC.
The undersigned, acting as incorporator of PAXSON TAMPA-66 LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON TAMPA-66 LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 6th day of May, 1997.
/s/ William L. Watson
------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON TAMPA-66 LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.96.2
BYLAWS
OF
PAXSON TAMPA-66 LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except
<PAGE> 2
when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of
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<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase
insurance for the purpose of indemnifying these persons. The insurance may be
for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.97.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF HAWAII-66, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
HAWAII-66, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF HAWAII-66, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 15th day of May, 1997.
/s/ William L. Watson
------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF HAWAII-66, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.97.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF HAWAII-66, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice
<PAGE> 2
shall be equivalent to giving notice. Attendance by a shareholder entitled to
vote at a meeting, in person or by proxy, shall constitute a waiver of (a)
notice of the meeting, except when the shareholder attends a meeting solely for
the purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.98.1
ARTICLES OF INCORPORATION
OF
PAXSON HAWAII LICENSE, INC.
The undersigned, acting as incorporator of PAXSON HAWAII LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON HAWAII LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 15th day of May, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON HAWAII LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.98.2
BYLAWS
OF
PAXSON HAWAII LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice
<PAGE> 2
shall be equivalent to giving notice. Attendance by a shareholder entitled to
vote at a meeting, in person or by proxy, shall constitute a waiver of (a)
notice of the meeting, except when the shareholder attends a meeting solely for
the purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.99.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF LOS
ANGELES-63, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 4th day of June, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.99.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice
<PAGE> 2
shall be equivalent to giving notice. Attendance by a shareholder entitled to
vote at a meeting, in person or by proxy, shall constitute a waiver of (a)
notice of the meeting, except when the shareholder attends a meeting solely for
the purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.100.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
ALBUQUERQUE-14, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 7th day of July, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.100.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice
<PAGE> 2
shall be equivalent to giving notice. Attendance by a shareholder entitled to
vote at a meeting, in person or by proxy, shall constitute a waiver of (a)
notice of the meeting, except when the shareholder attends a meeting solely for
the purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.101.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
FAYETTEVILLE-62, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 25th day of July, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state. ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.101.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.102.1
ARTICLES OF INCORPORATION
OF
PAXSON FAYETTEVILLE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON FAYETTEVILLE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON FAYETTEVILLE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 25th day of July, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON FAYETTEVILLE LICENSE, INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated in
the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, Esq. as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBT 3.102.2
BYLAWS
OF
PAXSON FAYETTEVILLE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
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officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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<PAGE> 1
EXHIBIT 3.103.1
OPERATING AGREEMENT
OF
OCEAN STATE TELEVISION, L.L.C.
THIS OPERATING AGREEMENT (this "Agreement") for Ocean State Television,
L.L.C. (the "Company") is made as of April 16, 1996, by and between Offshore
Broadcasting Corporation, a Rhode Island corporation ("Offshore") and Paxson
Communications of Providence-69, Inc., a Florida corporation ("Paxson-69"),
together with any other Person who is admitted to the Company as a Member in
accordance with the terms of this Agreement, individually referred to herein as
a "Member" and collectively as the "Members").
WHEREAS, the Members desire to form a limited liability company under
the laws of the State of Delaware for the purposes and subject to the terms and
conditions set forth herein: and
WHEREAS, the Members further desire to set forth their mutual
agreements with respect to the allocation of profits and losses, cash flow and
other proceeds of the Company among the Members, the management and governance
of the Company, the respective rights, obligations and interests of the Members
to each other and to the Company, and certain other matters;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the Members, intending legally to be bound, hereby
agree as follows:
ARTICLE 1. DEFINITIONS AND OTHER GENERAL MATTERS
1.1. Definitions. The following terms used in this Agreement shall have
the meanings set forth in this Section 1.1:
"Act" means the Delaware Limited Liability Company Act.
"Adjusted Capital Account Deficit" shall mean, with respect to any
Member, the deficit balance, if any, in such member's Capital Account as of the
end of the relevant Fiscal Year or other period, after giving effect to the
following adjustments:
(i) Crediting to such Capital Account any amounts which such
Member is obligated to restore to the Company pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to the penultimate
sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and
<PAGE> 2
(ii) Debiting to such Capital Account the items described in
Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
and 1.704-(b)(2)(ii)(d)(6).
This definition of Adjusted Capital Account Deficit is intended to comply with
the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with such first-named Person. For the
purposes of this definition, "control" (including the terms "controlled by" and
"under common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of (or to block the direction of) the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" means this Agreement, as it may be amended, restated,
modified or supplemented from time to time in accordance with its terms.
"Available Units" shall have the meaning given such term in Section
10.3(a).
"Available Stock" shall have the meaning given such term in Section
10.3(a).
"Business Day" means any day (other than a day which is a Saturday or
Sunday) on which banks are permitted to be open for business in New York, New
York.
"Capital Account" means an account to be maintained for each Member in
accordance with the Code, which, subject to any contrary requirements of the
Code, for each Member shall equal (i) the amount of initial Capital
Contributions made by such Member, as set forth on Exhibit A; (ii) the amount of
any additional Capital Contributions made by such Member; (iii) allocations to
such Member of Net Profit pursuant to Article 5; and (iv) other additions made
in accordance with the Code; and decreased by (i) the amount of cash distributed
to such Member by the Company; (ii) allocations to such Member of Net Loss
pursuant to Article 5; (iii) the fair market value without regard to Code
Section 7701(g) of property distributed to such Member by the Company (net of
liabilities that are secured by such distributed property or that such Member is
considered to have assumed or is considered to take subject to Code Section
752); and (iv) other deductions made in accordance with the Code. The Members'
respective Capital Accounts shall be determined and maintained at all times in
accordance with all the provisions of Treasury Regulations Section
1.704-1(b)(2)(iv).
"Capital Contribution" shall mean, with respect to any Member, any
contributions made by such Member to the capital of the Company of cash or other
property pursuant to Article 5 hereof.
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"Capital Contribution Default" shall have the meaning set forth in
Section 5.5.
"Cash Flow" shall mean, for any period, an amount, determined in
accordance with GAAP, equal to the net earnings of the Company before the
deduction of interest, taxes, depreciation and amortization expenses.
"Cause" shall mean the commission by a Representative of an act
constituting bad faith, gross negligence, willful misconduct or fraud.
"Certificate of Formation" shall mean the Certificate of Formation of
Offshore Television Company, L.L.C., as filed with the Secretary of State of the
State of Delaware, as amended to change the name of the Company to "Ocean State
Television, L.L.C." and as the same may be further amended from time to time.
"Company" means Ocean State Television, L.L.C., the Delaware limited
liability company created by this Agreement.
"Contribution Agreement" means the Contribution Agreement dated as of
April 16, 1996 among Offshore Broadcasting Corporation, Ocean State Television,
L.L.C., Paxson Communications of Providence-69, Inc. and Paxson Communications
Corporation.
"Default Notice Date" shall have the meaning given such term in Section
5.5.
"Default Rate" shall mean as of any date of determination a per annum
interest rate in a percentage equal to (i) the interest rate announced publicly
by Union Bank, N.A., in Los Angeles, California, as of such date as its prime
lending rate plus (ii) 2%.
"Depreciation" means, for each fiscal period, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with
respect to an asset for such fiscal period, except that if the Gross Asset Value
of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such fiscal period, Depreciation shall be an amount which bears
the same ratio to such beginning Gross Asset Value as the federal income tax
depreciation, amortization, or other cost recovery deduction for such fiscal
period bears to such beginning adjusted tax basis; provided, however, that if
the federal income tax depreciation, amortization, or other cost recovery
deduction for such year is zero, Depreciation shall be determined with reference
to such beginning Gross Asset Value using any reasonable method selected by the
Management Committee.
"Distributable Cash" shall mean all cash, revenues and funds received
by the Company (other than Capital Contributions), less the sum of the following
to the extent paid or set aside by the Company:
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(i) all principal and interest payments on indebtedness of
the Company and all other sums paid to lenders, including without limitation, a
lender who is a Member or an Affiliate of a Member;
(ii) all cash expenditures incurred incident to the ordinary
course of the conduct of the Company's activities; and
(iii) such Reserves as the Management Committee deems
reasonably necessary to the proper conduct of the Company's activities.
"Dollars" or "$" means money in the form of lawful currency for money
of the United States of America.
"Engage" or "Engaging" means, with respect to an activity, venture or
business, directly or indirectly owning, investing in, managing, operating or
controlling either individually, jointly, in partnership or in conjunction with
any other person, or as a shareholder or providing or leasing in any material
respect any goods or services to such activity, venture or business.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" for the purposes of this Agreement shall mean the
fair market value of any asset of the Company or a Membership Interest, as
applicable, as determined by the Management Committee, in accordance with this
definition. In determining the Fair Market Value of any asset or a Membership
Interest, as applicable, the Management Committee shall consider all factors
that might reasonably affect the sales price of such property, including,
without limitation, if and as appropriate, the anticipated impact on any sales
price of an immediate sale, the presence or absence of a market for such
property, the length of time before any sale of property may occur and the cost
and complexity of any such sale; provided, however, that in determining the Fair
Market Value of a Membership Interest, there shall be no minority discount
applied. The Fair Market Value of any asset to be distributed to any Member
shall be net of any liabilities of the Company assumed by such Member in
connection with such distribution of assets. In determining Fair Market Value,
the Management Committee may obtain and rely on information and advice from any
source or sources it deems appropriate, including investment banks, consulting
firms, accounting firms and/or appraisal firms. Any determination of Fair Market
Value made by the Management Committee shall be final and conclusive on the
Company and the Members and their permitted successors and assigns. If there
arises any controversy between the Members with respect to the valuation of a
Defaulting Member's Membership Interest, Selling Member's Membership Interest or
a Terminating Member's Membership Interest for purposes of a sale pursuant to
Section 5.4, Section 10.4 or Section 10.6 hereof, respectively, then the
Management Committee shall select a qualified investment banker to determine the
Fair Market Value of such Membership Interest. If a Defaulting Member, Selling
Member or Terminating Member, as applicable, disagrees with the selection of the
investment banker,
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such Defaulting Member, Selling Member or Terminating Member shall select an
additional investment banker to determine Fair Market Value. With respect to the
determinations of Fair Market Value reported by these two investment bankers, if
the higher determination of Fair Market Value is not greater than one hundred
and ten percent (110%) of the lower determination of Fair Market Value, then the
Fair Market Value of the Membership Interest in question shall be equal to the
average of such two determinations of Fair Market Value; however, if the higher
determination of Fair Market Value is greater than one hundred and ten percent
(110%) of the lower determination of Fair Market Value, then the two original
investment bankers shall jointly select a third investment banker, and each of
the original investment bankers shall furnish such third investment banker with
the work product used by each of the original investment bankers in preparing
their respective determinations of Fair Market Value, and in such case the Fair
Market Value of the Membership Interest in question shall be equal to the
average of the two closest determinations of Fair Market Value reported by such
three investment bankers; provided, however, that if the highest and lowest of
such three investment bankers' determinations of Fair Market Value differ from
the middle determination by an equal amount, then the Fair Market Value of the
Membership Interest shall be equal to such middle determination. The Fair Market
Value of the Membership Interest as determined by the investment bankers shall
be final and conclusive on the Company and the Defaulting Member, Selling Member
or Terminating Member, as applicable. The costs of any investment banker and
advisors retained by the Management Committee in determining Fair Market Value
shall be borne by the Company. The costs of any investment bankers or other
advisors retained by a Defaulting Member, Selling Member or Terminating Member,
as applicable, who disagrees with the Management Committee's determination of
Fair Market Value shall be borne by such Member. If a third investment banker is
engaged pursuant to the procedures described above, the fees of such investment
banker shall be divided evenly between the Company and such Defaulting Member,
Selling Member or Terminating Member, as applicable.
"Fiscal Year" means the Company's fiscal year, which shall be the
calendar year.
"GAAP" means generally accepted accounting principles as in effect in
the United States from time to time, consistently applied.
"Governmental Agency" shall mean any agency or department or
subdivision of the United States federal government or any state or local
government.
"Gross Asset Value" means with respect to any asset, the asset's
adjusted basis for federal income tax purposes, except as follows:
(i) The initial Gross Asset Value of any asset contributed by
a Member to the Company shall be the Fair Market Value of such asset;
(ii) The Gross Asset Values of all Company assets shall be
adjusted to equal their respective Fair Market Values, as of the following
times: (a) the acquisition of an
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additional Membership Interest in the Company by any new or existing Member in
exchange for more than a de minimis Capital Contribution; (b) the distribution
by the Company to a Member of more than a de minimis amount of Company property
as consideration for an interest in the Company; and (c) the liquidation of the
Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);
provided, however, that the adjustments pursuant to clauses (a) and (b) above
shall be made only if the Management Committee reasonably determines that such
adjustments are necessary or appropriate to reflect the relative economic
interests of the Members in the Company;
(iii) The Gross Asset Value of any Company asset distributed
to any Member shall be adjusted to equal the Fair Market Value of such asset on
the date of distribution; and
(iv) The Gross Asset Value of Company assets shall be
increased (or decreased) to reflect any adjustments to the adjusted basis of
such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to
the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m);
provided, however, that Gross Asset Value shall not be adjusted pursuant to this
clause (iv) to the extent that the Management Committee determines that an
adjustment pursuant to clause (ii) of this definition is necessary or
appropriate in connection with a transaction that would otherwise result in an
adjustment pursuant to this clause (iv).
If the Gross Asset Value of an asset has been determined or adjusted pursuant to
clauses (i), (ii), or (iv) of this definition, the Gross Asset Value of such
asset shall thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purposes of computing Net Profit and Net Loss.
"Internal Revenue Code" or "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time (or any corresponding provision of
succeeding law), and to the extent applicable, the Treasury Regulations
promulgated thereunder.
"Majority Vote" shall have the meaning set forth in Section 8.6.
"Management Committee" shall mean the committee of representatives of
the Members designated in accordance with Section 8.4 of this Agreement and
having the powers described in Section 8.1 of this Agreement.
"Member" means each of the signatories hereto in their respective
capacities as Members of the Company, and any additional Person admitted as a
Member pursuant to the terms of this Agreement who has agreed to become a party
to this Agreement and be bound by all of the terms and conditions hereof.
"Member Nonrecourse Debt" has the meaning set forth in Treasury
Regulation Section 1.704-2(b)(4), substituting "Member" for "Partner" in such
section.
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"Member Nonrecourse Deductions" means losses, deductions or Code
Section 705(a)(2)(B) expenditures attributable to Member Nonrecourse Debt. The
amount of Member Nonrecourse Deductions shall be determined pursuant to Treasury
Regulations Section 1.704-2(i)(2).
"Membership Interest" means an ownership interest in the Company and
includes any and all benefits to which the holder of such Membership Interest
may be entitled as provided in this Agreement, together with all obligations of
such Person to comply with the terms and provisions of this Agreement. A
Membership Interest may be expressed as a number of Membership Units.
"Membership Unit" or "Unit" shall mean a fractional, undivided share of
the Membership Interests of all Members issued pursuant to Section 5.1 in such
number as set forth in Exhibit A attached hereto, as such Exhibit may be amended
from time to time.
"Net Profit and Net Loss" means, for each Fiscal Year or other period,
an amount equal to the Company's taxable income or loss for such year or period,
determined in accordance with Code Section 703(a) (for this purpose, all items
of income, gain, loss, or deduction required to be stated separately pursuant to
Code Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:
(i) Any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Net Profit or Net
Loss shall be added to such taxable income or loss;
(ii) Code Section 705(a)(2)(B) expenditures of the Company,
which are not otherwise taken into account in computing Net Profit or Net Loss,
shall be subtracted from such taxable income or loss;
(iii) If the Gross Asset Value of any Company asset is
adjusted pursuant to clause (ii) or (iii) of the definition of Gross Asset
Value, the amount of such adjustment shall be taken into account as gain or loss
from the disposition of such asset for purposes of computing Net Profit or Net
Loss;
(iv) Gain or loss resulting from any disposition of Company
property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the property
disposed of, notwithstanding that the adjusted tax basis of such property
differs from its Gross Asset Value;
(v) In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Fiscal Year or other
period;
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(vi) To the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Code Section 734(b) or 743(b) is required,
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Member's interest in the Company, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis) from the disposition of the asset, and such gain or loss
shall be taken into account for purposes of computing Net Profit and Net Loss;
(vii) Notwithstanding anything to the contrary in the
definition of the terms "Net Profit" and "Net Loss," any items which are
specially allocated pursuant to Section 6.2 or Section 6.3 of this Agreement
shall not be taken into account in computing Net Profit or Net Loss; and
(viii) For purposes of this Agreement, any deduction for a
loss on a sale or exchange of Company property which is disallowed to the
Company under Code Section 267(a)(1) or 707(b) shall be treated as a Code
Section 705(a)(2)(B) expenditure.
"Nonrecourse Deductions" means losses, deductions, or Code Section
705(a)(2)(B) expenditures attributable to nonrecourse liabilities (as defined in
Treasury Regulations Section 1.752-1(a)(2)) of the Company.
"Notice Date" shall mean the date that a Sale Notice is first
delivered, mailed or sent by courier, telex or telecopy to Members pursuant to
Section 10.2(b).
"Parent Entity" with respect to a Member or other Person, shall mean
any Person that, directly or through one or more majority owned or controlled
intermediary Persons, beneficially owns a majority of the outstanding capital
stock or other equity ownership interests of such Member or other Person or
otherwise controls such Member or other Person.
"Percentage Interest" shall mean, as to a Member, such Member's
interest in the Company as determined by dividing the Membership Units owned by
such Member by the total number of Membership Units then outstanding and as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time
to time.
"Person" means any individual, general partnership, limited
partnership, corporation, limited liability company, limited liability
partnership, joint venture, trust, business trust, cooperative, association,
Governmental Agency or a division or subdivision of any of the foregoing, and
the heirs, executors, administrators, legal representatives, successors, and
assigns of such Person where the context so permits.
"Prime Rate" means the interest rate announced publicly by Union Bank,
in Los Angeles, California, from time to time as its prime lending rate.
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"Put Notice" shall have the meaning given such term in Section 10.4.
"Put Right" shall have the meaning given such term in Section 10.4.
"Regulatory Allocations" shall have the meaning set forth in Section
6.3.
"Representative" means an individual designated by a Member pursuant to
Section 8.4 to act as its representative on the Management Committee and to
manage the activities and affairs of the Company on behalf of such Member.
"Reserves" shall mean, for any fiscal period, funds set aside or
amounts allocated during such period to reserves that shall be maintained in
amounts deemed sufficient by the Management Committee for working capital and to
pay taxes, insurance, debt service, or other costs or expenses incident to the
ownership or conduct of the Company's activities.
"Sale" shall have the meaning given such term in Section 10.2.
"Sale Notice" shall have the meaning given such term in Section
10.2(b).
"Sale Notice Requirement" shall have the meaning given such term in
Section 10.2(b).
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Member" shall mean any Member that Sells or proposes to Sell
all or any portion of its Membership Interest.
"Station" shall mean television station WOST-TV, Block Island, Rhode
Island.
"Subsidiary" means any Person controlled by the Company.
"Tax Matters Partner" shall have the meaning given to such term in
Section 8.2.
"Termination" shall mean, as to any Person, the bankruptcy, dissolution
or termination (other than by merger or consolidation in which the shareholders
or partners of such Person retain ownership of more than fifty percent (50%) of
the equity in the entity surviving the merger or created by the consolidation),
as applicable, of such Person. The "bankruptcy" of a Person shall mean that such
Person (i) shall have suffered the entry of a decree or order by a court having
jurisdiction adjudging such Person as a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, readjustment, arrangement,
composition or similar relief for such Person under bankruptcy laws, or any
other similar applicable law, or (ii) shall have suffered the entry of a decree
or order of a court having jurisdiction for the appointment of a receiver,
liquidator, trustee, assignee or custodian in bankruptcy or insolvency for the
winding up or liquidation of its affairs, and
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such decree or order shall have remained in force undischarged and unstayed for
a period of sixty (60) days, or (iii) shall institute proceedings to be
adjudicated a voluntary bankrupt or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent seeking
reorganization, readjustment, arrangement, composition or similar relief under
bankruptcy laws, or any other similar or applicable law, or shall consent to the
filing of any such petition, or (iv) shall consent to the appointment of a
receiver, liquidator, trustee, assignee or custodian in bankruptcy or
insolvency, or (v) shall make an assignment for the benefit of creditors, or
(vi) shall admit in writing its inability generally to pay its debts as they
become due.
"Treasury Regulations" means the Income Tax Regulations, including
Temporary Regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).
"United States" shall mean the states of the United States and the
District of Columbia.
"United States Person" shall mean any Person who is a citizen or
resident of the United States or any Person organized or formed under the laws
of the United States or any state or political jurisdiction thereof.
ARTICLE 2. ORGANIZATION AND PURPOSES
2.1. Formation. The Management Committee has caused the Company to be
formed as a Delaware limited liability company, by executing and delivering the
Certificate of Formation to the Delaware Secretary of State in accordance with
and pursuant to the Act. To the extent that the rights or obligations of any
Member are different by reason of any provision of this Agreement than they
would be in the absence of such provision, this Agreement shall, to the extent
permitted by the Act, control.
2.2. Company Name. The name of the Company shall be Ocean State
Television, L.L.C., a Delaware limited liability company. The Management
Committee shall cause the Company to file such assumed name certificates and
similar filings, and any amendments thereto, in such jurisdictions as the
Management Committee considers appropriate or advisable.
2.3. Principal Office. The principal office of the Company shall be 601
Clearwater Park Road, West Palm Beach, Florida, or such other place as shall be
designated by the Management Committee from time to time.
2.4. Registered Office and Registration Agent. The Company's initial
registered office shall be at the office of its registered agent at 1209 Orange
Street, Wilmington, Delaware, County of New Castle, and the name of its initial
registered agent at such address shall be The Corporation Trust Company, Inc.
The registered office and registered agent
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may be changed from time to time by filing the address of the new registered
office and/or the name of the new registered agent with the Delaware Secretary
of State pursuant to the Act.
2.5. Duration of Company. The term of the Company shall commence on the
date of filing of the Certificate of Formation with the Secretary of State of
the State of Delaware and shall continue until the Company is dissolved in
accordance with the provisions of this Agreement.
2.6. Fiscal Year. The Fiscal Year of the Company shall be the calendar
year. The Company shall have the same Fiscal Year for income tax purposes and
for financial and limited liability company accounting purposes.
ARTICLE 3. NAMES AND ADDRESSES OF MEMBERS
The names and addresses of the Members as of the date of this Agreement
are as follows:
Name Address
- ---- -------
Offshore Broadcasting Corporation 449 Barlow's Landing Road
Pocassett, Massachusetts 02559
Attention: Raymond A. Yorke
Paxson Communications of 601 Clearwater Park Road
Providence-69, Inc. West Palm Beach, Florida 33401
Attention: Lowell W. Paxson
ARTICLE 4. PURPOSE OF COMPANY
4.1. Purpose of the Company. The purposes of the Company are to
directly, or indirectly through Subsidiaries, (i) acquire own and operate
television stations; and (ii) do everything necessary or desirable for the
accomplishment of the above purposes or in furtherance of any of the powers
herein set forth and to do every other act and thing incident thereto or
connected therewith, including without limitation to do any of the following:
(a) To purchase or otherwise acquire, hold, and operate the
Station;
(b) To possess, transfer, mortgage, pledge or otherwise deal
in, and to exercise all rights, powers, privileges and other incidents of
ownership or possession with respect to television station assets held or owned
by the Company;
(c) To borrow or raise money, and from time to time to issue,
accept, endorse and execute promissory notes, loan agreements, options, stock
purchase agreements,
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contracts, documents, checks, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of, the
whole or any part of the property of the Company whether at the time or
thereafter acquired and to guarantee the obligations of others and to sell,
pledge or otherwise dispose of such bonds or other obligations of the Company
for its purposes;
(d) To guarantee the obligations of others in connection with
the purchase or acquisition by the Company of the Station;
(e) To maintain an office or offices in such place or places
as the Management Committee shall determine and in connection therewith to do
such other acts and things as may be necessary or advisable in connection with
the maintenance of such office, and on behalf of and in the name of the Company
to pay and incur reasonable expenses and obligations for legal, accounting,
investment advisory, consultative and custodial services, and all other
reasonable costs and expenses incident to the conduct of the Company's
activities;
(f) To form and own one or more partnerships, limited
liability companies, corporations, trusts or other Persons;
(g) To enter into, make and perform all such contracts,
agreements and other undertakings as may be necessary or advisable or incident
to the carrying out of the foregoing objects and purposes;
(h) To cause any of the foregoing actions to be taken through
one or more Subsidiaries of the Company; and
(i) To carry on any other activity which may be lawfully
carried on by a limited liability company under the Act.
ARTICLE 5. CAPITAL CONTRIBUTIONS TO THE COMPANY
5.1. Initial Capital Contributions. Upon the closing of the
Contribution Agreement, the Members shall make the Capital Contributions to the
Company as described below. Such Members shall own Membership Units initially in
the amounts set forth in Exhibit A and shall have an initial Membership
Percentage Interest in the Company as set forth in Exhibit A under the
Designation "Initial Membership Percentage Interest." Each Member's Percentage
Interest shall be adjusted in Exhibit A from time to time by the Management
Committee to the extent necessary to reflect accurately Capital Contributions,
the issuance of additional Membership Units, Sales of Membership Units permitted
under Article 10, or similar events having an effect on a Member's Percentage
Interest.
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(a) Offshore Initial Capital Contribution. Pursuant to the
Contribution Agreement, Offshore shall transfer to the Company substantially all
of the assets used or useful in the business or operation of the Station (the
"Offshore Capital Contribution"), for which Offshore shall receive an initial
Membership Interest in the Company of fifty percent (50%). The parties agree
that the Fair Market Value of Offshore's Capital Contribution pursuant to this
Section 5.1(a) shall be Two Million Dollars ($2,000,000).
(b) Paxson-69 Initial Capital Contribution. Pursuant to the
Contribution Agreement, Paxson-69 shall contribute to the Company the amount of
$1,000,000 (the "Paxson-69 Capital Contribution"), for which Paxson-69 shall
receive an initial Membership Interest in the Company of fifty percent (50%).
5.2. Additional Capital Contributions. Subject to the limitations
contained in this Agreement and in accordance with such rules and procedures as
the Management Committee shall hereafter reasonably adopt consistent with the
terms of this Agreement, the Management Committee may request the Members to
make additional Capital Contributions to the Company in cash or property;
provided, however, that any additional Capital Contributions shall be made by
Members on a proportional basis in accordance with their relative Percentage
Interests.
5.3. Issuance of Additional Membership Interests. The Management
Committee is hereby authorized to cause the Company to issue such additional
Membership Interests in the form of Membership Units at any time or from time to
time, to the Members or to other Persons for such consideration and on such
terms and conditions as shall be established by the Management Committee in
their sole and absolute discretion; provided, however, that the Management
Committee shall have first made a good faith determination that the issuance of
such additional equity is advisable and appropriate in connection with advancing
the purposes of the Company. No new Members shall be entitled to any retroactive
allocation of losses, income or expense deductions incurred by the Company. The
Management Committee may, at its option, at the time a Member is admitted, close
the Company's books (as though the Company's tax year had ended) or make
allocations of loss, income and expense deductions to a new Member for that
proportionate amount of the Company's tax year in which a Member was admitted in
accordance with the provisions of Code Section 706(d) and the Treasury
Regulations promulgated thereunder.
5.4. Capital Contribution Defaults. In the event any Member shall
default in the payment of any portion of a Capital Contribution (a "Capital
Contribution Default") when required to be made, and shall fail to make such
payment within ten (10) days after notice of default shall be given it by the
Management Committee (such tenth (10th) day being referred to herein as the
"Default Notice Date"), then such Member shall be a defaulting Member and shall
be liable to the Company for all damages resulting, directly or indirectly, from
such nonpayment and the Management Committee, other than the Representative
designated by the defaulting Member (and references in this Section 5.4 to the
Management Committee shall be deemed to be references to each Representative of
the Management Committee other than the
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Representative designated by the defaulting Member) may treat the defaulted
amount as a loan to the defaulting Member by the Company (and a deemed Capital
Contribution by such defaulting Member), which loan shall bear interest,
compounded annually, at the Default Rate, commencing from the date the defaulted
amount was initially due until the date the "loan" is fully repaid. The Company
may retain distributions otherwise payable to the defaulting Member, applying
such amounts as described below in Section 5.5(a). The Capital Account of the
defaulting Member shall be decreased by all amounts that would have been
distributed to the defaulting Member in the absence of such default but are
instead applied as described in Section 5.5(a), and shall be increased by so
much thereof as shall be applied to the portion of the Member's additional
Capital Contribution that such Member was required to fund. In the event that,
within 90 days from the Default Notice Date, any distributions retained by the
Company are not sufficient to remedy a Capital Contribution Default, and the
Defaulting Member has not otherwise made the required payments, including any
interest thereon, the Management Committee may take any one or more of the
following actions:
(a) The Management Committee may specifically enforce, by court
action, the defaulting Member's obligation to make the required payments,
including any accrued but unpaid interest thereon (as calculated pursuant to
Section 5.4(c)). The defaulting Member (unless a court of competent jurisdiction
determines in a final, non-appealable judgment that such Member did not commit
such default) shall pay all costs of the suit, including, without limitation,
reasonable attorneys' fees and all expenses incurred in recovering the amounts
(including interest) due.
(b) Subject to obtaining any required approval of the Federal
Communications Commission as contemplated by Section 10.5(d), the Management
Committee may cause the defaulting Member's Membership Interest to be sold for
cash. The Management Committee will first offer the defaulting Member's
Membership Interest for purchase by all non-defaulting Members in proportion to
their respective Percentage Interests at its Fair Market Value. Members desiring
to purchase such portions shall have fifteen (15) days after receipt of notice
from the Management Committee of the offer to so notify the Management
Committee. At the end of such 15-day period, the Management Committee will offer
any remaining portions of the defaulting Member's Membership Interest to those
Members who during such 15-day period expressed a desire to purchase portions of
such Membership Interest, which remaining portions shall be available for
purchase by such Members in proportion to their respective Percentage Interests
(or in such other proportions as such Members may mutually agree), and such
Members shall have an additional five (5) day period after receipt of notice
from the Management Committee of the offer to so notify the Management
Committee. Subject to obtaining any required approval of the Federal
Communications Commission as contemplated by Section 10.5(d), any portions of
the defaulting Member's Membership Interest remaining unpurchased after such
additional five-day period shall then be sold by the Management Committee for
cash to the Person submitting the best offer, on terms determined by the
Management Committee in their sole
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discretion; provided, however, that such Person must agree to comply with all of
the requirements hereunder before becoming a Member.
(c) The Management Committee may sue the defaulting Member for the
damages incurred, directly or indirectly, as a result of such defaulting
Member's nonpayment and interest on all amounts owed the Company by such
defaulting member from the date due at the Default Rate.
(d) The Management Committee and the Company may exercise the
rights and remedies of a secured party under the Uniform Commercial Code of
Delaware and the corresponding law of the state or other jurisdiction of
residence of such Member, and for purposes of this Section 5.4(d), each Member
hereby grants to the Company, as security for the prompt payment of all amounts
to be paid by such Member pursuant to this Agreement (including, without
limitation, damages incurred by the Company), a first-priority security interest
in its Membership Interest and all proceeds thereof, all pursuant to and in
accordance with the provisions of the Uniform Commercial Code of Delaware and
the corresponding law of the state or other jurisdiction of residence of such
Member, and agrees that in the event of any default in the payment of such
amounts and with such default continuing for a period through the Default Notice
Date, the Management Committee shall have, and is hereby granted, all of the
rights and remedies of a secured party under the Uniform Commercial Code of
Delaware and the corresponding law of the state or other jurisdiction of
residence of such Member. Each Member further agrees to execute and deliver all
such financing statements and other instruments as may be required to effectuate
and carry out the provisions of this Section 5.4(d).
5.5. Allocation of Capital Contribution Default Proceeds
(a) Any amounts recovered by the Company or withheld from the
distributions to the defaulting Member pursuant to Section 5.4 above shall be
applied in the following priorities: (i) first, to the expenses and costs,
including, without limitation, reasonable attorneys' fees, incurred by the
Company in recovering the amounts due, (ii) second, there shall be deducted and
retained by the Company the portion of such defaulting Member's additional
Capital Contribution that is due the Company (which shall include the amount of
any deemed loan made to such defaulting Member pursuant to Section 5.4), plus
any accrued but unpaid interest thereon (with all amounts applied to interest
first and then to such portion of the additional Capital Contribution), and
(iii) third, there shall be deducted and retained the full amount contemplated
by the second sentence of Section 5.4. The balance of proceeds remaining shall
be distributed to the defaulting Member in accordance with Article 7 or Section
11.3, as appropriate. The defaulting Member shall remain liable for all amounts
due under Section 5.4 to the extent such amounts remain unpaid after exercise of
the remedies provided for in Section 5.4.
(b) Each of the Members hereby consents to the application to it
of the remedies provided in Section 5.4 in recognition of the risk and
speculative damages its
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default would cause the other Members and further agrees that the availability
of such remedies and the choice of any such remedy shall not preclude any other
such remedy or any other remedies that may be available at law, in equity, by
statute or otherwise.
5.6. Loans by Members.
(a) Subject to the prior approval of the Management Committee with
respect to the terms thereof, any Member may lend or advance money to or on
behalf of the Company. The amount of such loan or advance shall be treated as a
Company debt, and not as a contribution to the capital of the Company, shall
bear interest at such rate as determined by the Management Committee consistent
with the market rate of interest for substantially similar loans and shall be
repaid on such terms and conditions as shall be determined by the Management
Committee. Loans by any Member shall not increase the Percentage Interest of the
lending Member, entitle it to a greater share of Company profits or subject it
to any greater proportion of Company losses.
(b) Should a Member make a loan to the Company that is secured by
any asset of the Company, in the event of a failure by the Company timely to pay
principal or interest due with respect to any such loan, before any Member may
exercise any right of foreclosure or other right of a secured creditor to
enforce any lien in any Company asset, the Company shall be first afforded an
opportunity to refinance the loan on terms then prevailing in the market and
acceptable to the Management Committee. If the Company shall not have secured
refinancing within forty-five (45) days of the date of such failure to pay
principal or interest, the Member may proceed to enforce any rights it possesses
with respect to security in the Company assets.
ARTICLE 6. ALLOCATION OF INCOME, PROFITS AND LOSSES
6.1. Allocations of Net Profit, Net Loss and Distributions. The parties
intend that the following provisions have substantial economic effect as that
term is used in Treasury Regulations Section 1.704-1(b)(1), and that,
notwithstanding any loan to the Company as provided by the Loan Agreement of
even date herewith among Offshore, Paxson-69 and the Company, Offshore and
Paxson are equally at risk with respect to that loan for purposes of Treasury
Regulations Section 1.752-2.
(a) Allocations of Net Profit. Except as otherwise provided in
this Agreement, Net Profit for each Fiscal Year (or portion thereof) shall be
allocated to all Members in proportion to their relative Percentage Interests.
(b) Allocations of Net Loss. Except as otherwise provided in this
Agreement, Net Loss for each Fiscal Year (or portion thereof) shall be allocated
among the Members in proportion to their Percentage Interests; provided,
however, that, to the extent an allocation of Net Loss pursuant to this Section
6.1(b) would cause a Member to have an Adjusted Capital Account Deficit as of
the end of the Fiscal Year to which the allocation
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relates (or would increase any such Deficit), then such Net Loss shall be
reallocated to the other Members in proportion to their Percentage Interests.
(c) Gain or Loss Upon Sale. Except as otherwise required by
Section 704(b) or 704(c) of the Code, items of income, gain, loss or deduction
recognized upon the sale, exchange or other disposition of all or substantially
all of the assets of the Company or upon the dissolution of the Company shall be
allocated first to Members having deficit balances in their Capital Accounts to
the extent of, and in proportion to, those deficits and thereafter so as to
cause the ratio of the credit balance in each Member's Capital Account to the
aggregate credit balances in all Members' Capital Accounts to equal such
Member's Percentage Interests.
6.2. Special Allocations. The following special allocations shall be
made in the following order:
(a) Minimum Gain and Partner Minimum Gain Chargebacks.
Notwithstanding any other provision of this Article 6, items of Company income
and gain shall be allocated so as to comply with the gain chargeback
requirements of Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b) Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations or distributions described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially
allocated to each such Member in an amount and manner sufficient to eliminate,
to the extent required by the Treasury Regulations, the Adjusted Capital Account
Deficit of such Member as quickly as possible; provided, however, that an
allocation pursuant to this Section 6.2(b) shall be made only if and to the
extent that such Member would have an Adjusted Capital Account Deficit after all
other allocations provided for in this Article 6 have been tentatively made as
if this Section 6.2(b) were not in the Agreement.
(c) Gross Income Allocation. In the event any Member has a deficit
Capital Account at the end of any Company Fiscal Year that is in excess of the
sum of (i) the amount such Member is obligated to restore to the Company
pursuant to any provision of this Agreement, (ii) the amount such Member is
deemed to be obligated to restore pursuant to the penultimate sentence of
Treasury Regulations Section 1.704-2(g)(1) and (iii) the amount such Member is
deemed to be obligated to restore pursuant to the penultimate sentence of
Treasury Regulations Section 1.704-2(i)(5), each such Member shall be specially
allocated items of Company income and gain in the amount of such excess as
quickly as possible; provided, however, that an allocation pursuant to this
Section 6.2(c) shall be made only if and to the extent that such Member would
have a deficit Capital Account in excess of such sum after all other allocations
provided for in this Article 6 have been tentatively made as if Section 6.2(b)
and this Section 6.2(c) were not in the Agreement.
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(d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
Year or other period shall be specially allocated among the Members in
proportion to their Percentage Interests.
(e) Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions for any Fiscal Year or other period shall be specially allocated to
the Member who bears the economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in
accordance with Treasury Regulations Section 1.704-2(i).
6.3. Curative Allocations. The allocations set forth in Section 6.2
hereof (the "Regulatory Allocations") are intended to comply with certain
requirements of the Treasury Regulations. It is the intent of the Members that,
to the extent possible, all Regulatory Allocations shall be offset either with
other Regulatory Allocations or with special allocations of other items of
Company income, gain, loss, or deduction pursuant to this Section 6.3.
Therefore, notwithstanding any other provision of this Article 6 (other than the
Regulatory Allocations), the Management Committee shall make such offsetting
special allocations of Company income, gain, loss, or deduction in whatever
manner it determines appropriate so that, after such offsetting allocations are
made, each Member's Capital Account balance is, to the extent possible, equal to
the Capital Account balance such Member would have had if the Regulatory
Allocations were not part of the Agreement and all Company items were allocated
pursuant to Section 6.1. In exercising its discretion under this Section 6.3.,
the Management Committee shall take into account any future Regulatory
Allocations under Sections 6.2(a) that, although not yet made, are likely to
offset Regulatory Allocations made under Sections 6.2(d) and 6.2(e).
6.4. Tax Allocations; Code Section 704(c)
(a) Items of income, gain, loss, deduction or credit for each
Fiscal Year shall be allocated for tax purposes among the Members in such a
manner as to reflect equitably allocations to each Member of such items pursuant
to Sections 6.1, 6.2 and 6.3 for the current and prior Fiscal Years.
(b) In accordance with Code Section 704(c) and the Treasury
Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its Gross Asset Value.
(c) Any elections or other decisions relating to such allocations
shall be made by the Management Committee in any manner that reasonably reflects
the purpose and intention of this Agreement. Such elections shall include
curative or remedial allocations to avoid the effect of the "ceiling rule" of
Treasury Regulation Section 1.704-1(c)(2)(i) which shall be made in accordance
with the Treasury Regulations. Allocations pursuant to this
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Section 6.4 are solely for purposes of federal, state, and local taxes and shall
not affect, or in any way be taken into account in computing, any Member's
Capital Account or share of Net Profit, Net Loss, other items, or distributions
pursuant to any provision of this Agreement.
6.5. Allocations in Event of Sale. If an interest in the Company is
Sold in accordance with Article 10 of this Agreement, the Net Profit and Net
Loss of the Company shall be calculated as of the end of the month immediately
prior to the month in which the Sale occurs. The transferor Member shall be
allocated an amount equal to the Net Profit and Net Loss of the Company
allocable to the period ending on the last day of the month immediately prior to
the Sale. The transferee of the interest in the Company to be so Sold shall be
allocated an amount equal to the Net Profit and Net Loss of the Company
allocable to the remainder of the calendar year. This paragraph shall apply for
purposes of computing a Member's Capital Account and for federal income tax
purposes.
6.6. Deficit Capital Account Balances. The Members shall not be
obligated at any time to repay or restore to the Company all or any part of any
distributions made to the Members by the Company, nor shall any Member be
required to restore a deficit Capital Account balance to the Company.
ARTICLE 7. DISTRIBUTIONS
7.1. Restriction on Distributions. Notwithstanding anything in this
Agreement to the contrary, no Member shall be entitled to receive any
distributions from the Company at any time that a Member has loaned money to the
Company and any portion of such loan, including amounts for principal, interest
and expenses, shall not have been repaid in full.
7.2. Distributions. Subject to the requirements of Section 7.1, the
Management Committee from time to time in its discretion may cause the Company
to make distributions to the Members of Distributable Cash; provided, however,
that, within sixty (60) days after the end of each Fiscal Year, the Company
shall be required to distribute to Members Distributable Cash in an amount equal
to (A) the product obtained by multiplying (i) the taxable income of the Company
for the previous Fiscal Year (as determined for federal income tax purposes)
allocated to the Members by (ii) 45% (subject to adjustment by the Management
Committee to reflect changes in tax rates after the date hereof reduced by (B)
the amount, if any, of tax credit allocated to the Members. Except as provided
in Section 11.3(a), all distributions of Distributable Cash shall be made to
Members in proportion to their respective Percentage Interests.
7.3. Amounts Withheld. All amounts withheld pursuant to the Code or any
provisions of any foreign, state or local tax law with respect to any
distribution to the Members or otherwise shall be treated as amounts distributed
to the Members or otherwise pursuant to this Article 7 for all purposes under
this Agreement.
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7.4. Distributions in Kind. Except as provided in Section 11.3, no
Member shall have the right to demand and receive property other than cash as a
distribution from the Company.
ARTICLE 8. RIGHTS, POWERS, AND DUTIES OF THE MANAGEMENT COMMITTEE
8.1. Management Generally.
(a) Management Committee. Subject to the limitations and
restrictions set forth in this Agreement, the Members shall conduct the
activities and affairs of the Company through the Management Committee, and all
powers of the Company and the Members, except those specifically reserved to the
Members by the Act or this Agreement, are hereby granted to and vested in the
Management Committee. Subject to such limitations and restrictions, the
responsibility for and control of the management and conduct of the Company's
day-to-day activities and operations shall be vested in the Management
Committee, and no Member shall be authorized to take actions to exercise such
control or responsibility, except through the Management Committee or as
otherwise expressly permitted hereunder.
(b) Authority of the Management Committee. Subject to the
provisions of this Agreement, the Management Committee shall have all powers
necessary to manage and control the day-to-day activities and operations of the
Company, including the power to cause the Company to take any of the actions
described in Section 4.1 hereof to the extent necessary, convenient, or
incidental to the accomplishment of the purposes of the Company. Without
limiting the generality of the foregoing, the Management Committee, subject to
the provisions of this Agreement, shall have the power on behalf of the Members,
for the Company itself or for any Subsidiary, to:
(i) acquire, hold, manage, own, sell, transfer, convey,
assign, exchange, pledge or otherwise dispose of any investment made or held by
the Company;
(ii) open, maintain and close accounts with brokers and
bank accounts and draw checks or other orders for the payment of money;
(iii) enter into, and take any action under, any contract,
agreement or other instrument as the Management Committee shall determine to be
necessary or desirable to further the purposes of the Company;
(iv) bring and defend actions and proceedings at law or
equity and before any governmental, administrative or other regulatory agency,
body or commission;
(v) employ, and dismiss from employment, any and all
attorneys, accountants, consultants, appraisers or custodians of the assets of
the Company or other
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agents, on such terms and for such compensation as the Management Committee may
determine, whether or not such person may also be otherwise employed by any
Affiliate of the Company or any other Member;
(vi) make all elections, investigations, evaluations and
decisions, binding the Company thereby, that may in the judgment of the
Management Committee be necessary or desirable for the acquisition, management
or disposition of investments by the Company;
(vii) incur expenses and other obligations on behalf of the
Company and, to the extent that funds of the Company are available for such
purpose, pay all such expenses and obligations;
(viii) borrow money to pay Company expenses or to make
Portfolio Company Investments, which borrowing shall be on such terms as the
Management Committee shall determine in its discretion; provided, however, that
any such borrowing shall be undertaken by the Management Committee only to the
extent provided for in this Agreement;
(ix) execute, acknowledge, verify, and file any
notifications, applications, statements, and other filings that the Management
Committee considers necessary or desirable to be filed with any Governmental
Agency;
(x) execute, acknowledge, verify, and file any and all
certificates, documents, and instruments that the Management Committee considers
necessary or desirable to permit the Company or any Subsidiary to conduct
activities in any jurisdiction in which the Management Committee deems
advisable;
(xi) do any or all of the foregoing, discretionary or
otherwise, through agents selected by the Management Committee and compensated
or uncompensated by the Company;
(xii) take any other actions and execute any other
contracts, documents, and instruments that it deems appropriate to carry out the
intent of this Agreement and the purposes of the Company; and
(xiii) to act for and on behalf of the Members in all other
matters.
(c) Unanimous Approval. So long as Offshore and Paxson-69 shall
have the same Percentage Interest, the approval of the Offshore Representative
and Paxson-69 Representative is required to:
(i) approve all capital and operating budgets of the
Company;
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(ii) hire and terminate employees of the Company and
establish and modify the compensation and benefits provided to such employees;
(iii) enter into time brokerage, affiliation or other
agreements regarding programming to be broadcast on the Station;
(iv) enter into agreements for the sale of advertising or
program time on the Station for consideration other than cash;
(v) enter into any commitment or agreement, written or
oral, pursuant to which the consideration to be received by the Company,
monetary and non-monetary, or the obligation of the Company, monetary or
non-monetary, exceeds Five Hundred Dollars ($500); and
(vi) draw checks or other orders for the payment of money
from any account of the Company in an amount in excess of Two Hundred Dollars
($200).
(d) Duties of the Management Committee. The Management Committee,
on behalf of and at the expense of the Company, shall perform duties as follows:
(i) file and publish all certificates, statements, and
instruments, and all amendments thereto, that are required by law for the
formation, continuation, and operation of the Company as a limited liability
company in the State of Delaware and for the qualification of the Company as a
foreign limited liability company in any other jurisdiction;
(ii) cause the Company to pay any uncontested taxes,
charges, and assessments that are levied, assessed, or imposed upon the Company
or its property, as they become due;
(iii) cause the Company to operate in full compliance with
the Communications Act of 1934, as amended, and the regulations and policies
promulgated pursuant thereto, including the timely filing of all applications
and reports required of an FCC broadcast licensee;
(iv) cause the Company to discharge in good faith the
duties and obligations of the Company under any agreement, contract, or other
document to which it is a party; and
(v) maintain complete and accurate books of account of
the Company's affairs and all other records required to be maintained by the
Company at the Company's principal office.
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(e) Fiduciary Obligations of the Members and Management Committee.
(i) Conduct of Company Activities. Each Member shall be
required to devote to the conduct of the affairs of the Company only as much
time and attention as it deems necessary to accomplish the purposes and to
conduct properly the affairs of the Company. The Members agree that day-to-day
operation, management, and supervision of the assets and activities of the
Company may be delegated to other Persons selected by the Management Committee.
(ii) Fiduciary Obligations. A Member shall be liable under
this Agreement for willful misconduct, recklessness, and gross negligence with
respect to the activities of the Company, but shall not be liable for errors in
judgment or for any acts or omissions that do not constitute willful misconduct,
recklessness, or gross negligence with respect to the activities and operations
of the Company. The Management Committee shall not be liable for the negligence,
whether of omission or commission, dishonesty, or bad faith of any employee or
agent of the Company selected and supervised by the Management Committee with
reasonable care. Any act or omission of the Management Committee, if done in
reliance upon the advice of legal counsel or public accountants selected with
the exercise of reasonable care by the Management Committee, shall be
conclusively presumed not to constitute, willful misconduct, recklessness, or
gross negligence with respect to the activities and operations of the Company.
Without limitation of the foregoing or of any other provision of this Agreement,
the Management Committee shall endeavor not to take any actions with respect to
any Membership Units that would discriminate among the Members unfairly and on a
basis other than the relative Percentage Interests of the Members.
(iii) Limitation on Powers of the Members. No Member may,
without a Majority Vote of the Management Committee (as defined in Section 8.6),
cause the Company to do any of the following:
(A) sell or otherwise dispose of, or agree to
sell or otherwise dispose of, all or substantially all the assets of the
Company, except in a liquidating sale upon dissolution of the Company in
accordance with this Agreement;
(B) create or incur, assume or permit to exist
any indebtedness or other obligation for borrowed money, whether matured or
unmatured, liquidated or unliquidated, direct or contingent;
(C) create, assume or suffer to exist, directly
or indirectly, any security interest, mortgage, deed of trusts, pledge, lien,
change or other encumbrance, of any nature whatsoever upon any of its properties
or assets; and
(D) change in any material respect, the nature
or character of its business or engage in any activity not reasonably related to
such business.
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(E) merge or consolidate with any other Person;
(F) make, execute, or deliver any assignment for
the benefit of creditors;
(G) do any act in contravention of this
Agreement;
(H) do any act that would make it impossible to
carry on the purpose of the Company except upon the dissolution of the Company
in accordance with this Agreement;
(I) confess a judgment against the Company;
(J) use any funds or assets of the Company other
than for the benefit of the Company; or
(K) possess Company property, or assign any
rights in specific Company property, for other than a Company purpose.
8.2. Tax Matters Partner.
(a) Destination. Paxson-69 shall be designated the Company's
initial "Tax Matters Partner" in accordance with Code Section 6231(a)(7);
provided, however, that the Management Committee shall have the power to
designate any other Member as the Tax Matters Partner at any time.
(b) Authority. The Tax Matters Partner shall have any powers
necessary to perform fully as Tax Matters Partner. The Tax Matters Partner is
authorized to represent the Company before taxing authorities and courts in tax
matters affecting the Company and the Members in their capacity as Members and
is entitled to take any actions on behalf of the Membership in any such tax
proceedings that it, in its reasonable judgment, deems to be in the best
interests of the Company.
(c) Duties. To the extent and in the same manner as provided by
applicable law, the Tax Matters Partner (A) shall furnish the name, address,
Percentage Interest, and taxpayer identification number of each Member to the
Secretary of the Treasury or its delegate, and (B) shall keep each Member
informed of any administrative and judicial proceedings for the adjustment at
the Company level of any items required to be taken into account by a Member for
income tax purposes. The Tax Matters Partner shall give notice to each Member of
a Company audit.
(d) Expenses and Indemnification. The Tax Matters Partner shall be
entitled to be reimbursed by the Company for all costs and expenses incurred by
it in connection with any administrative or judicial proceeding with respect to
any tax matter
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involving the Company or the Members in their capacity as Members and to be
indemnified by the Company (solely out of Company assets) with respect to any
action brought against it in connection with any judgment in or settlement of
any such proceeding.
(e) Third Parties. No Person dealing with the Tax Matters Partner
shall be required to inquire into the necessity or expediency of any act taken
by the Tax Matters Partner or be obligated or privileged to inquire into the
authority of the Tax Matters Partner to perform any such act. Every contract,
agreement, or other instrument executed by the Tax Matters Partner shall be
conclusive evidence in favor of any Person relying thereon or claiming
thereunder that (i) the Company was in existence at the time of the execution
and delivery thereof, (ii) such instrument was duly executed in accordance with
the terms and provisions of this Agreement and is binding upon the Company, and
(iii) the Tax Matters Partner was duly authorized and empowered to execute and
deliver such instrument in the name and on behalf of the Company.
8.3. Transactions With Affiliates. The Company may, in the sole
discretion of the Management Committee, contract with any Person (including any
Member or any Person affiliated with any Member or in which any Member may be
interested) for the performance of any services which may reasonably be required
to carry on the affairs of the Company, and any such Person dealing with the
Company, whether as an independent contractor, agent, or otherwise, may receive
from others or from the Company profits, compensation, commissions, or other
income incident to such dealings, provided that any such transaction with a
Member or an Affiliate of a Member (i) shall be on terms no less favorable to
the Company than would be obtained on an arms length basis and (ii) shall
otherwise not be in violation of this Agreement.
8.4. Designation of Representatives. The Management Committee shall
initially be composed of one Representative of each Member. A Member shall
appoint a Representative by providing written notice to the Company and the
other Members of the name of its Representative. Each Representative shall serve
on the Management Committee at the pleasure of the Member that designated such
Representative.
8.5. Voting. Each Representative shall have voting power for purposes
of all Management Committee actions equal to the Percentage Interest held by the
Member that designated such Representative.
8.6. Action by the Management Committee; Simple Majority Vote. Any
action taken by the Company may be taken by the affirmative approval, at a duly
called meeting or by written consent in lieu of a meeting, of Representatives
having voting power representing more than fifty percent (50%) of the Percentage
Interests of all Members whose Representatives are entitled to vote on such
action (a "Majority Vote"). Unless authorized to do so by this Agreement or by a
Majority Vote, no Member, Representative, attorney-in-fact, officer, employee or
other agent of the Company shall have any power or authority to
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bind the Company in any way, to pledge its credit or to render it liable
pecuniarily for any purpose.
8.7. Resignation. Any Representative of the Company may resign at any
time by giving written notice to the Member of the Company that designated such
Representative. The resignation of any Representative shall take effect upon
receipt of such notice or at such later time as shall be specified in the
notice; and, unless otherwise specified in the notice, the acceptance of the
resignation by the Company, the Members or the remaining Representatives shall
not be necessary to make such resignation effective.
8.8. Removal.
(a) Each Member shall at any time be entitled to remove and
replace the respective Representative that such Member has appointed with or
without Cause. In the event any Person shall cease to be a Member for any reason
or shall lose its right to appoint a Representative pursuant to Section 10.1,
the Representative appointed by such Member to the Management Committee shall be
automatically removed from the Management Committee without any further action
required to be taken by any party.
(b) Except as otherwise permitted in Section 8.4 and 8.8(a), no
Representative shall be removed from office without Cause. Any Representative
may be removed for Cause at any time by the affirmative vote of the remaining
Representative or Representatives of the Management Committee. The removal of
any Representative for Cause shall not prejudice the right of any Member who
appointed such Representative to appoint pursuant to this Agreement a substitute
Representative to fill the vacancy created by such removal. Any Representative
previously removed for Cause shall not be eligible thereafter to serve as a
Representative of the Company.
8.9. Vacancies. Any vacancy occurring for any reason in the number of
members of the Management Committee of the Company may be filled pursuant to the
following procedures:
(a) a Representative elected to fill a vacancy shall hold office
until the Representative's death, disability, resignation or removal; and
(b) if a vacancy occurs as a result of the death, disability,
resignation or removal of a Representative, the Member that appointed such
Representative (assuming such Member is then entitled to appoint another
Representative consistent with the provisions of Section 10.1) shall appoint a
replacement Representative.
8.10. Meetings. The Management Committee shall hold regular meetings no
less frequently than quarterly and shall establish meeting times, dates and
places and requisite notice requirements and adopt rules or procedures that are
not otherwise inconsistent with the terms of this Agreement.
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8.11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Management Committee or of any committee thereof may be
taken without a meeting if a written consent thereof is signed by
Representatives having the voting power required to approve such actions at any
meeting, provided that such written consent shall not be effective as to such
proposed action unless and until each Representative which has not signed such
written consent evidencing its approval of such action shall have been given
notice of such proposed action not less than seventy-two (72) hours prior to
such effectiveness. Any such actions by written consent shall be filed with the
minutes of proceedings of the Management Committee.
8.12. Committees. By a resolution adopted by a Majority Vote, the
Management Committee may designate such committees as the Management Committee
shall determine to serve at the pleasure of the Management Committee, and shall
prescribe the manner in which proceedings of such committees shall be conducted.
The appointment of members or alternate members of a committee shall be by a
Majority Vote.
8.13. Officers. The Company may have a Chief Executive Officer, a Chief
Financial Officer and such other officers as may be designated by the Management
Committee. Officers shall have such powers and duties as may be specified by, or
in accordance with, resolutions adopted by the Management Committee.
8.14. Compensation. The Representatives serving on the Management
Committee shall not be entitled to any compensation for their services in such
capacity, except that the Representatives shall be entitled to reimbursement by
the Company for their out-of-pocket travel and lodging expenditures incurred in
connection with attending meetings of the Management Committee.
8.15. Limitation of Liability of Members and Management Committee. The
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company; and no Member or Representative of the Company shall be obligated
personally for any such debt, obligation or liability of the Company solely by
reason of being a Member or Representative, except and only to the extent as
otherwise expressly required by law.
8.16. Representative Standard of Care; Liability to Members. The
Representatives shall perform their Representative duties in good faith in a
manner they reasonably believe to be in the best interests of the Company, and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances. A Representative does not, in any way, guarantee
the return of the Members' Capital Contributions or a profit for the Members
from the operations of the Company and shall not be liable to the Company or to
any Member for any loss or damage sustained by the Company or any Member, unless
the loss or damage shall have been the result of fraud, deceit, gross negligence
or willful misconduct by the Representative.
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8.17. Indemnity of Representatives, Officers, Employees and Other
Agents. The Company shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless any Person (or the estate of any Person) who was or is
a party to, or is threatened to be made a party to, a threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Company, whether, civil, criminal, administrative, investigative or otherwise,
by reason of the fact that such Person is or was a Representative, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Representative, director, officer, employee, agent or fiduciary of
another Person, from and against any and all claims, liabilities, losses,
damages, costs or expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by such Person in
connection with such action, suit or proceeding, except that no such Person
shall be indemnified for actions constituting the improper receipt of personal
benefits, willful misconduct, recklessness, or gross negligence with respect to
the affairs of the Company. The Company may, to the full extent permitted by
law, purchase and maintain insurance on behalf of any such Person against any
liability which may be asserted against such Person. Any expenses covered by the
foregoing indemnification shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the Person seeking indemnification to repay such amounts if it
is ultimately determined that such Person is not entitled to be indemnified. The
indemnification provided herein shall not be deemed to limit the right of the
Company to indemnify any other person for any such expenses to the fullest
extent permitted by law, nor shall it be deemed exclusive of any other rights to
which any person seeking indemnification from the Company may be entitled under
any agreement, vote of disinterested voting members of the Management Committee
or otherwise, both as to action in his, her or its official capacity and as to
action in another capacity while serving as a Member, Representative, officer,
employee or agent of the Company.
8.18. Member Indemnification.
(a) In any threatened, pending, or completed claim, action, suit,
or proceeding to which any Member was or is a party or is threatened to be made
a party by reason of its activities on behalf of the Company, the Company shall
indemnify and hold harmless such Member against losses, damages, expenses
(including attorneys' and accountants' fees), judgments, and amounts paid in
settlement actually and reasonably incurred in connection with such claim,
action, suit, or proceeding, except that no Member shall be indemnified for
actions constituting the improper receipt of personal benefits, willful
misconduct, recklessness, or gross negligence with respect to the affairs of the
Company; provided, however, that to the extent any Member has been successful on
the merits or otherwise in defense of any action, suit, or proceeding to which
it was or is a party or is threatened to be made a party by reason of the fact
that it was or is a Member of the Company, or in defense of any claim, issue, or
matter in connection therewith, the Company shall indemnify such Member and hold
it harmless against the expenses (including attorneys' and accountants' fees)
actually incurred by such Member in connection therewith.
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(b) Expenses (including attorneys' and accountants' fees) incurred
in defending a civil or criminal claim, action, suit, or proceeding shall be
paid by the Company in advance of the final disposition of the matter upon
receipt of an undertaking by or on behalf of any Member to repay such amount if
such Member is ultimately determined not to be entitled to indemnity.
(c) Each Member shall look solely to the assets of the Company for
return of the Member's investment, and if the property of the Company remaining
after the discharge of the debts and liabilities of the Company is insufficient
to return a Member's investment, the Member shall have no recourse against any
other Member, except as expressly provided herein.
(d) For purposes of this Section 8.18, the termination of any
action, suit, or proceeding by judgment, order, settlement, or otherwise adverse
to any Member shall not, of itself, create a presumption that the conduct of
such Member constitutes willful misconduct, recklessness, or gross negligence
with respect to the activities and operations of the Company.
ARTICLE 9. BOOKS, RECORDS AND REPORTS
9.1. Books and Records.
(a) The Management Committee shall cause to be kept by the Company
current and complete records and books of account in which shall be entered
fully and accurately all transactions of the Company. The books of the Company
shall be kept on an accrual basis of accounting in accordance with GAAP. The
Company's books and records shall be maintained at the principal offices of the
Company and shall be available for inspection and copying by the Members or
their duly authorized representatives during normal business hours. At a
minimum, the Company shall keep at its principal office the following records:
(i) A current list of the full name and last known
business, residence or mailing address of each Member and Representative, both
past and present;
(ii) A copy of the Certificate of Formation of the Company
and all amendments thereto, together with executed copies of any powers of
attorney pursuant to which any amendment has been executed;
(iii) Copies of the Company's federal, state and local
income tax returns and reports, if any, for the four most recent years;
(iv) A copy of this Agreement, as amended to date, any
correspondence relating to any Member's obligation to contribute cash, property
or services, and copies of any financial statements of the Company for the three
most recent years;
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(v) Minutes of every meeting of the Management Committee
or any written consents of the Management Committee obtained in lieu of a
meeting of the Management Committee; and
(vi) Any written consents obtained from Members with
respect to any actions taken or approved by Members.
(b) The Tax Matters Partner shall cause the preparation and timely
filing of all tax returns required to be filed by the Company pursuant to the
Code and all other tax returns deemed necessary and required in each
jurisdiction in which the Company is present. Copies of those returns, or
pertinent information from the returns, shall be furnished to the Members within
a reasonable time after the end of the Company's Fiscal Year. Except as
otherwise provided for herein, all elections permitted to be made by the Company
under federal or state laws shall be made by the Tax Matters Partner in the Tax
Matters Partner's sole discretion, provided that the Management Committee by a
Majority Vote may direct the Tax Matters Partner to make any tax election.
9.2. Financial Statements. The Management Committee shall cause to be
delivered to each Member the following financial statements:
(a) Promptly upon availability (i) a balance sheet as of the end
of each month; and (ii) the related statements of income or loss and cash flows
for the interim period through the end of such month and for the month then
ended, and setting forth in comparative form the figures for previous fiscal
periods and comparisons to the Company budget;
(b) Promptly upon availability (i) a balance sheet as of the end
of each quarter; and (ii) the related statements of income or loss and cash
flows for the interim period through the end of such quarter and for the quarter
then ended, and setting forth in comparative form the figures for previous
fiscal periods and comparisons to the Company budget;
(c) Promptly upon availability, a balance sheet of the Company as
of the end of each fiscal year, and the related statements of income or loss and
cash flows for such fiscal year, all in reasonable detail with appropriate notes
to such financial statements and supporting schedules, setting forth in each
case in comparative form the figures for the previous year, which financial
statements, at the option of the Management Committee, may be certified by a
certified public accountant;
(d) Together with the annual statements required pursuant to
Section 9 hereof, a report of the net profit or loss of the Company for the
fiscal year and distributions to the Members during the fiscal year, if any, and
a Schedule K-1 for each Member, a copy of the Company's federal and state tax
returns, if any, and other information required by
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applicable tax regulations or necessary for each Member to prepare its federal,
state and local tax returns; and
(e) With reasonable promptness, such other financial information
or reports as any Member may reasonably request from time to time.
9.3. Notice of Material Litigation. The Management Committee shall
cause to be delivered to each Member prompt notice of the commencement or
institution by or against the Company of any dispute, litigation, suit, action
or other proceeding before any court or other governmental, administrative or
taxing authority which the Management Committee in good faith determines is
reasonably likely to have a material adverse effect upon a Member or an
Affiliate of a Member.
9.4. Bank Accounts. The Company shall maintain bank accounts in such
banks or institutions as the Management Committee shall select, and such
accounts shall be drawn upon by check signed by such person or persons, and in
such manner, as may be designated by the Management Committee. All moneys of the
Company shall be deposited in the bank or other financial institution account or
accounts of the Company.
ARTICLE 10. TRANSFER OF COMPANY INTERESTS; RIGHT OF FIRST REFUSAL; AND PUT
RIGHTS
10.1. No Pledge of Membership Interests. Except as provided in Section
12.1, under no circumstances shall a Member be entitled to pledge, hypothecate,
grant a security interest or lien in or against, or otherwise encumber, directly
or indirectly through a pledge of the capital stock or other equity interests of
such Member (collectively, "pledge"), all or any part of its Membership
Interest, nor shall a Parent Entity of any Member be entitled to pledge all or
any of the capital stock of such Member. In the event that a Member pledges all
or any part of its Membership Interest in violation of this Section 10.1, such
Member shall continue to be a Member but shall cease to have any right to elect
or appoint a Representative to the Management Committee until such pledge is
extinguished, and such Member shall cause its Representative to resign
forthwith.
10.2. Restrictions on Sale of Units; Notice.
(a) General. Except as otherwise specifically provided in this
Article 10, a Member shall not have the right to sell, exchange, transfer,
assign or otherwise dispose of (a "Sale," including the correlative terms
"Sell," "Selling," and "Sold") all or any part of its Membership Interest, and
no Parent Entity of any Member shall have the right to Sell all or any part of
the capital stock of such Member; provided however, that such restrictions shall
not apply to (i) the transfer by a Parent Entity of any Member of all or part of
the capital stock of such Member to an Affiliate of such Parent Entity or (ii)
the transfer by any Member of all of its Membership Interest to an Affiliate of
such Member which, in each case, agrees to assume all the obligations and
liabilities of the transferor. No Sale of a
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Membership Interest in the Company or Sale of the capital stock of a Member
shall be effective unless and until the Sale Notice provided for in Section
10.2(b) shall have been provided to the Company and Remaining Members (as
defined below). Any Sale by Offshore or any Parent Entity of Offshore shall be
subject to the rights of first refusal described in Section 10.3. The Selling
Member or Parent Entity, as applicable, hereby indemnifies and holds harmless
the Company and the Remaining Members against any and all loss, damage, or
expense (including, without limitation, tax liabilities or loss of tax benefits)
arising directly or indirectly from any Sale or purported Sale in violation of
this Article 10. The restrictions of Sale contained in this Article 10 are
intended to comply with (and shall be interpreted consistently with) the
restrictions on Sale set forth in Section 18- 702(a) of the Act.
(b) Sale Notice. If (i) a Member desires to Sell all or any
portion of its Membership Interest in the Company or (ii) a Parent Entity of any
Member desires to Sell all or any portion of the capital stock of any such
Member, the Selling Member or Parent Entity, as applicable, shall obtain from
the purchaser a bona fide written offer to purchase the interest or capital
stock, as applicable, stating the terms and conditions upon which the purchase
is to be made and the consideration offered therefor. The Selling Member or
Parent Entity, as applicable, shall give written notice (a "Sale Notice") not
more than ninety (90) days nor less than sixty (60) days prior to the date on
which the sale is to be consummated (the "Sale Date") to the Members who are not
Selling their Membership Interests or whose capital stock is not being Sold, as
applicable (the "Remaining Members"), of its intention to Sell its interest or
capital stock. Each Sale Notice shall set forth: (i) the name and address of
each proposed transferee or purchaser of the Membership Interest or capital
stock in the Sale; (ii) the name and address of the Selling Member or Parent
Entity, as applicable, participating in the Sale and the number of Membership
Units or shares of capital stock of a Member, as applicable, proposed to be
Sold; (iii) the proposed amount and form of consideration to be paid for such
Units or capital stock and the terms and conditions of payment offered by each
proposed transferee or purchaser; (iv) the Sale Date; and (v) with respect to
any Sale by Offshore or Parent Entity of Offshore, confirmation that the
proposed purchaser or transferee has been informed of the right of first refusal
provisions of Section 10.3 (the "Sale Notice Requirement").
10.3. First Refusal.
(a) Right to Purchase. Upon receipt of a Sale Notice from Offshore
or a Parent Entity of Offshore, Paxson-69 shall have a right of first refusal to
purchase all or any portion of the Membership Interest proposed to be sold by
Offshore or the capital stock of Offshore proposed to be sold by the Parent
Entity of Offshore, as applicable, upon the same terms and conditions as stated
in the Sale Notice by giving written notice to Offshore or the Parent Entity of
Offshore, as applicable, of its intention to do so within ten (10) days after
receiving the Sale Notice. Paxson-69's notice shall state the number of
Membership Units or shares of capital stock, as applicable, to be purchased
pursuant to such election. The failure of Paxson-69 to notify Offshore or the
Parent Entity of Offshore, as applicable, of its desire
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to exercise the right of first refusal provided by this Section 10.3 within the
initial ten (10) day period provided herein shall result in the termination of
the right of first refusal and Offshore or the Parent Entity of Offshore, as
applicable, shall be entitled to consummate the Sale of its Membership Interest
or the capital stock of Offshore, as applicable, to the third-party purchaser;
provided, however, that (i) if such Sale is not consummated within the later of
one-hundred twenty (120) days after the date of the Sale Notice or ten business
days after the date upon which any required FCC consent to such Sale has become
a final, non-appealable order, or (ii) if the terms of such Sale with respect to
the consideration to be paid (or any other terms and conditions which a
reasonable investor would consider material a decision to exercise the right of
first refusal) are more favorable in any material respect to Offshore or the
Parent Entity of Offshore, as applicable, than as stated in the Sale Notice,
then Offshore or the Parent Entity of Offshore, as applicable, shall be required
to send a new Sale Notice and such Sale shall again be subject to the right of
first refusal provisions of this Section 10.3.
(b) Time of Purchase. If Paxson-69 gives written notice to
Offshore or the Parent Entity of Offshore, as applicable, of its desire to
exercise the right of first refusal and to purchase all or any portion of
Offshore's Membership Interest in the Company or the Parent Entity's capital
stock of Offshore, as applicable, Paxson-69's exercise of the right of first
refusal shall provide for the closing of such sale to occur within one hundred
twenty (120) days after Paxson-69's receipt of the Sale Notice.
10.4. Put Right.
(a) At any time on or after the consummation of the
transactions contemplated by the Contribution Agreement, Offshore shall have the
right (the "Put Right"), on a one-time basis only, to cause Paxson-69 or, at the
option of Paxson-69, the Company to purchase all but not less than all of its
Membership Interest upon the terms and conditions set forth herein (the "Put
Option"). The Put Option, if exercised at all, must be exercised by Offshore by
giving written notice (the "Put Notice") to the Company and Paxson-69 of its
election to exercise the Put Option. The price to be paid to Offshore for its
Membership Interest pursuant to the exercise of the Put Option shall be the Fair
Market Value of such Membership Interest as of the date of the Put Notice.
Paxson-69 and the Company shall use all reasonable efforts to cause the
consummation of the purchase of Offshore's Membership Interest subject to the
Put Right to occur on a date mutually agreed upon by Offshore and Paxson-69,
which date shall not be more than one hundred twenty (120) days after the
receipt of the Put Notice by the Company and Paxson-69.
(b) Notwithstanding any other provision of this Agreement,
neither the Company nor Paxson-69 shall be required to purchase Offshore's
Membership Interest upon the exercise of the Put Option if and to the extent
that such purchase or payment would, at the time the Company or Paxson-69 incurs
the obligation to purchase such Membership Interest, violate any applicable
statute or law or any provision of this Agreement.
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(c) If, in connection with the exercise of the Put Option, the
Company or Paxson-69 is prevented by the terms hereof from purchasing or making
a payment for Offshore's Membership Interest which it would otherwise be
required to purchase or make payment for, the Company or Paxson-69, as the case
may be, shall purchase so much of such Membership Interest or make so much of
the required payment as it can without violating the terms hereof and shall have
a continuing obligation to Offshore to make the remaining purchases or payments.
In such event, the unpaid amount of the purchase price for such Membership
Interest subject to the Put Option shall bear interest at a rate per annum equal
to the sum of (i) the prime rate (i.e., the minimum commercial lending rate)
publicly announced by Union Bank, N.A., Los Angeles, California, as in effect
from time to time, plus (ii) one-half percentage point. Until the obligation to
purchase or pay for Offshore's Membership Interest has been satisfied in full,
the Company or Paxson-69, as the case may be, shall use its best efforts to
obtain any waiver or consent or to take any other action to authorize or permit
the purchase or payment required by this Agreement.
10.5. Admission of Transferees as Members and Other Conditions to
Transfer.
(a) Upon a permitted Sale of all or any portion of a Selling
Member's Membership Interest effected in compliance with the terms of this
Agreement, the transferee of the Membership Interest shall become a Member, with
all of the rights of, and subject to all of the obligations applicable to,
Members specified in this Agreement.
(b) Prior to any such disposition, the party receiving
Membership Units shall agree in writing to be bound by the terms of this
Agreement as if such transferee were an original party hereto, and shall execute
any additional documentation required pursuant to this Section 10.5, and any
such Units shall continue to be subject to this Agreement.
(c) In the event of the Sale of the Selling Member's
Membership Interest in the Company to a third-party purchaser who is not a
Member, and as a condition to recognizing the effectiveness and binding nature
of any such sale and substitution of a new Member as against the Company or
otherwise, the Remaining Members, by a vote or consent of Remaining Members
holding a majority of the Membership Interests of the Remaining Members, may
require the Selling Member and the proposed purchaser, to execute, acknowledge
and deliver to the Remaining Members and the Company such instruments of
transfer, assignment and assumption and such other certificates,
representations, documents and opinions of counsel, and to perform all the other
acts that the Remaining Members may in their sole discretion deem necessary or
desirable to:
(i) Confirm the purchaser's status as a Member, if
appropriate;
(ii) Confirm that the Person desiring to acquire an
interest or interests in the Company or to be admitted as a Member, has
accepted, assumed and agreed to be subject and bound by all of the terms,
obligations and conditions of the Agreement, as
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the same may have been further amended (whether such Person is to be admitted as
a new Member or will merely be an assignee of an interest or a shareholder of a
Member);
(iii) Preserve the Company after the completion of such
Sale or substitution under the laws of each jurisdiction in which the Company is
qualified, organized or is present;
(iv) Maintain the status of the Company as a partnership
for federal income tax purposes; and
(v) Assure compliance with any applicable state and
federal laws and regulations, including securities laws and regulations.
(d) Notwithstanding anything herein to the contrary, the transfer
by a Parent Entity of any Member of all or part of the Capital Stock of such
Member or the transfer by any Member of all or any part of its Membership
Interest is subject to compliance with the Communications Act of 1934, as
amended, and all applicable rules, regulations and policies of the FCC, and
neither Member will take any action pursuant to this Agreement that would
constitute or result in any transfer of control of the Company if such transfer
would require under any existing law (including the written rules and
regulations promulgated by the FCC) the prior approval of the FCC without first
obtaining such approval.
10.6. Termination of a Member. If, in the event of the Termination of a
Member (hereinafter a "Terminating Member"), the remaining Members elect to
cause the Company to remain in existence pursuant to Article 11, the Terminating
Member's administrator, conservator, trustee in bankruptcy, liquidator or other
legal representative ("Legal Representative") shall have only the rights of an
assignee of the right to receive Company distributions applicable to the
Membership Interest of such Terminating Member. In the event of the Termination
of a Member, the remaining Members shall have the option to purchase the
Membership Interest owned by such Terminating Member pro rata based on their
Percentage Interests by serving written notice upon such Terminating Member's
Legal Representative. The price to be paid for such Membership Interest shall be
equal to the Fair Market Value of such Membership Interest as of the date of
Termination of the Terminating Member. The Sale of such Membership Interest to
the remaining Members shall be made within ninety (90) days after the remaining
Members serve written notice of their intent to purchase the Terminating
Member's Membership Interest. Any other Sale by such Legal Representative shall
be subject to all of the provisions of this Agreement.
ARTICLE 11. DISSOLUTION
11.1. Dissolution. Notwithstanding anything to the contrary contained
in this Agreement, the Company shall be dissolved upon the occurrence of any of
the following events:
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(a) Upon the unanimous written consent of the Members or upon a
Majority Vote of the Management Committee;
(b) The expiration of the term of this Agreement on April 16,
2016;
(c) The sale of all or substantially all of the assets of the
Company;
(d) Upon the Termination of a Member or the occurrence of any
other event that terminates the continued membership of a Member in the Company
(a "Withdrawal Event"), unless all of the remaining Members within 90 days after
the Withdrawal Event, elect to cause the Company to remain in existence and
there are at least two remaining Members; or
(e) The entry of a decree of dissolution pursuant to Section
18-802 of the Act.
Except as expressly permitted in this Agreement, a Member shall not
voluntarily resign or take any other voluntary action that directly causes a
Withdrawal Event. Damages for breach of the covenant contained in the preceding
sentence shall be monetary damages only (and not specific performance), and the
damages may be offset against distributions by the Company to which the
resigning Member would otherwise be entitled.
11.2. Effect of Dissolution Proceedings. After the occurrence of any
event constituting dissolution, the Company shall cease to carry on its
activities, except insofar as may be necessary to complete the winding up of its
affairs, but its separate existence shall continue until a Certificate of
Cancellation has been filed with the Delaware Secretary of State pursuant to
Section 11.4 or until a decree dissolving the Company has been entered by a
court of competent jurisdiction.
11.3. Winding Up, Liquidation, and Distribution of Assets.
(a) Upon dissolution of the Company, the Management Committee or,
if there is none, a person selected by a majority in interest of the remaining
Members to act as a liquidating trustee (the "Liquidating Trustee") shall wind
up the affairs of the Company pursuant to the following provisions. For any
Fiscal Year of the Company in which an event occurs resulting in the dissolution
or liquidation of the Company, and for each Fiscal Year thereafter, each item of
income, gain, loss or deduction which comprises the Company's Net Profit and Net
Loss for any such Fiscal Year shall be credited or charged to the Capital
Accounts of the Members in accordance with Section 6.1 (which Capital Accounts
shall first be adjusted to take into account all distributions made during the
Fiscal Year). The Management Committee or the Liquidating Trustee, as
applicable, shall, as soon as practicable, determine which assets, if any, will
be distributed in kind to the Members. Thereafter, the Management Committee or
the Liquidating Trustee, as applicable, shall sell or otherwise liquidate the
assets of the Company other than those that will be distributed in
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kind to the Members, after which the assets of the Company, or the proceeds
therefrom, shall be distributed or used as follows and in the following order of
priority:
(i) first, for the payment of the debts and liabilities
of the Company, and the expenses of liquidation;
(ii) second, to the setting up of any reasonable Reserves
that the Management Committee or the Liquidating Trustee may deem reasonably
necessary (considering, among other things, the previous experiences of the
Liquidating Trustee with respect to the adequacy of Reserves) for any unforeseen
or unfixed or contingent liabilities or obligations of the Company; and
(iii) finally, any remaining assets will be distributed to
the Members in accordance with their positive Capital Account balances in
accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2).
(b) Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed terminated.
(c) The Management Committee shall comply with any applicable
requirements of applicable law pertaining to the winding up of the affairs of
the Company and the final distribution of its assets.
11.4. Certificate of Cancellation. When all debts, liabilities and
obligations have been paid and discharged or adequate provisions have been made
therefor and all of the remaining property and assets have been distributed to
the Members, a certificate of cancellation shall be executed in duplicate and
verified by a majority of the Representatives on the Management Committee or the
Liquidating Trustee, which certificate shall set forth the information required
by the Act. Duplicate originals of the certificate of cancellation shall be
delivered to the Delaware Secretary of State.
11.5. Effect of Filing Certificate of Cancellation. Upon the issuance
of the certificate of cancellation, the existence of the Company shall cease.
The Management Committee or the Liquidating Trustee shall have authority to
distribute any Company property discovered after dissolution and take such other
action as may be necessary on behalf of and in the name of the Company.
11.6. Return of Contribution Nonrecourse to Other Members. Except as
provided by law or as expressly provided in this Agreement, upon dissolution,
each Member shall look solely to the assets of the Company for the return of its
Capital Contributions. If the Company property remaining after the payment or
discharge of the debts and liabilities of the Company is insufficient to return
the cash contribution of one or more Members, no Member shall have any recourse
against any other Member.
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ARTICLE 12. ADDITIONAL COVENANTS
12.1. Agreement to Pledge. Offshore agrees to pledge its interest in
the Company to secure any indebtedness of the Company to Paxson-69 pursuant to
the terms of the Loan Agreement dated as of the date hereof among Offshore, the
Company and Paxson-69.
12.2. Transactions Between a Member or Representative and the Company.
Notwithstanding the fact that it may constitute a conflict of interest, the
Members may, and may cause their Affiliates to, engage in transactions with the
Company so long as such transactions are not otherwise expressly prohibited by
this Agreement. A Member or any Affiliate of a Member shall have the same rights
and obligations when transacting with the Company as any Person who is not a
Member or an Affiliate of a Member.
12.3. Business Opportunities. Each Member and its Affiliates may engage
in whatever activities they choose, whether the same are competitive with the
Company or otherwise, without having or incurring any obligation to offer any
profit from or interest in such activities to the Company or any Member, and
neither this Agreement nor any activity undertaken pursuant hereto shall prevent
any Member or its Affiliates from engaging in such activities, or require any
Member or its Affiliates to permit the Company, any Member or its Affiliates to
participate in any such activities, and as a material part of the consideration
for the execution of this Agreement by each Member, each Member hereby waives,
relinquishes and renounces any such right or claim of participation.
12.4. Representations and Warranties of the Members. Each Member
represents, warrants and covenants to the other Members that, as of the date of
its admission to the Company, except as otherwise disclosed in writing to such
other Members:
(a) All action required to be taken by such Member as a condition
to the issuance and sale of the Membership Interests in the Company being
purchased by such Members has been taken.
(b) The Agreement has been duly authorized, executed and delivered
by such Member and, upon due execution and delivery of the Agreement by the
other Members, will constitute the valid and legally binding obligation of such
Members.
(c) The execution and delivery of the Agreement by such Member and
the performance of its duties and obligations hereunder do not result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under, any organizational document of such Member, indenture, mortgage, deed of
trust, credit agreement, note or other evidence of indebtedness, or any lease or
other agreement or understanding, or any license, permit, franchise or
certificate, to which such Member is a party or by which it is bound or to which
its properties are subject, or require any authorization or approval under or
pursuant to any of the foregoing, or violate any statute, regulation, law,
order, writ, injunction, judgment or decree to which such Member is subject.
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ARTICLE 13. MISCELLANEOUS
13.1. Assignment. This Agreement shall be binding upon and inure only
to the benefit of and be enforceable against the parties hereto and their
respective permitted successors and assigns. Nothing in this Agreement, express
or implied, is intended to confer upon any person, other than the parties hereto
and their respective permitted successors and assigns, any rights or remedies
under or by reason of this Agreement. No party may assign its rights or
obligations hereunder except in accordance with Article 10 hereof.
13.2. Amendment. This Agreement may not be amended except by the
unanimous written consent of the Members; provided, however, that no such
consent shall be required with respect to any amendments to this Agreement that
may be required or appropriate (in the determination of the Management
Committee) in order to effect the issuance of new Units, or other economic or
non-economic interests in the Company, and which issuance has been approved by a
Majority Vote of the Management Committee, acting in good faith and in a manner
so as not to discriminate unfairly among existing Members.
13.3. Use of Language. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words used in this
Agreement in the singular shall be held and construed to include the plural and
vice versa, unless the context otherwise requires. When used in this Agreement,
"or" shall mean "and/or," unless the context otherwise requires.
13.4. Attorneys' Fees. In the event of commencement of suit by any
party to enforce the provisions of this Agreement, the prevailing party shall be
entitled to receive such attorneys fees and costs as the court in which such
suit is adjudicated may determine reasonable in addition to all other relief
granted.
13.5. Governing Law. The Members (a) hereby irrevocably submit to the
jurisdiction of the state courts of the State of Delaware and to the
jurisdiction of the United States District Court for the District of Delaware,
for the purpose of any suit, action or other proceeding arising out of or based
upon this Agreement or any collateral document or the subject matter hereof or
thereof brought by any Member or their successors or assigns and (b) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in
any such suit, action or proceeding, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that this Agreement or any collateral document or the
subject matter hereof or thereof may not be enforced in or by such court, and
(c) hereby waive and agree not to seek any review by any court of any other
jurisdiction which may be called upon to grant enforcement of the judgment of
any such Delaware state or federal court.
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THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
13.6. Waiver of Action for Partition. Except as otherwise expressly
provided in this Agreement, the Members, on behalf of their administrators,
personal or legal representatives, successors and assigns, if any, hereby
specifically renounce, waive and forfeit all rights, whether arising under
contract or statute or by operation of law, to seek, bring or maintain any
action in any court of law or equity for partition of the Company, or any
interest that is considered to be Company property, regardless of the manner in
which title to any such property may be held.
13.7. Execution of Additional Instruments. Each Member agrees to
execute, with acknowledgment or affidavit, if required, any and all documents
and writings that may be expedient in connection with the continuance of the
Company and the achievement of its purposes, specifically including (i) all
amendments of this Agreement adopted pursuant to this Agreement, (ii) any
amendments, certificates and other documents as the Management Committee deems
necessary or appropriate to qualify the Company as a limited liability company
in all jurisdictions in which the Company conducts or plans to conduct its
affairs or owns or plans to own property and (iii) all such agreements,
certificates, tax statements, tax returns and other documents as may be required
of the Company or its Members by the laws of the United Stares of America and
the State of Delaware, or any other State in which the Company conducts or plans
to conduct its affairs or owns or plans to own property, or any political
subdivision or agency thereof.
13.8. Compliance with Laws. At all times during the term of this
Agreement, the Company shall obtain and maintain all permits, licenses and
approvals as may be required by applicable law in order to engage in its
activities as described herein, and shall otherwise operate in such a manner so
as to comply with all federal, state, local and foreign laws that may be
applicable to the Company or its affairs.
13.9. Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditors of the Company.
13.10. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered if delivered by hand, by telecopier device
(confirmed by hand delivery overnight courier service) or by overnight courier
service to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):
40
<PAGE> 41
if to the Company, to:
c/o Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, FL 33401
Attention: Lowell W. Paxson
with copies to each Member at the addresses set forth in Article 3; and
Dow, Lohnes & Albertson
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
Attention: John R. Feore, Esq.
-and-
Mary A. McReynolds, P.C.
888 Sixteenth Street, N.W.
Suite 400
Washington, D.C. 20006
Attention: Mary A. McReynolds, Esq.
13.11. Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the greatest extent possible.
13.12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement.
13.13. Headings. The Section headings used in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
any term or provision of this Agreement.
13.14. No Waiver, Remedies. No failure on the part of either party
hereto to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any
41
<PAGE> 42
other or further exercise thereof or the exercise of any other right. The rights
and remedies provided herein are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law.
13.15. Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set forth herein.
This Agreement supersedes all prior negotiations, discussions, correspondence,
communications and prior agreements among the parties relating to the subject
matter herein.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
42
<PAGE> 43
IN WITNESS WHEREOF, the parties have duly executed this Operating
Agreement as of the date first above written.
OFFSHORE BROADCASTING
CORPORATION
By: /s/ Raymond A. Yorke
-------------------------------
Name: Raymond A. Yorke
Title: President
PAXSON COMMUNICATIONS OF
PROVIDENCE-69, INC.
By: /s/ Lowell W. Paxson
-------------------------------
Name: Lowell W. Paxson
Title: Chairman
43
<PAGE> 44
Exhibit A
Capital Contributions and Commitments
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
INITIAL
MEMBERSHIP AMOUNT OF AMOUNT OF
AMOUNT OF PERCENTAGE CAPITAL CAPITAL
NAME AND ADDRESS OF MEMBERS MEMBERSHIP UNITS INTEREST COMMITMENT CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Offshore Broadcasting Corporation 50 50% $1,000,000 $1,000,000
449 Barlow's Landing Road
Pocassett, Massachusetts 02599
- ------------------------------------------------------------------------------------------------------------------
2. Paxson Communications of 50 50% $1,000,000 $1,000,000
Providence-69, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE> 1
EXHIBIT 3.103.2
AMENDMENT TO
CERTIFICATE OF FORMATION
OF
OFFSHORE TELEVISION COMPANY, L.L.C.
Offshore Television Company, L.L.C., a limited liability company organized
under the Delaware Limited Liability Company Act (the "Act"), for the purpose
of amending its Certificate of Formation filed with the office of the Secretary
of State of Delaware on February 15, 1996, hereby certifies that effective
March 21, 1996 its Certificate of Formation is amended to read as follows:
1. The name of the Company is Ocean State Television, L.L.C.
IN WITNESS WHEREOF, this Amendment to the Certificate of Formation has
been duly executed as of the 21st day of March, 1996.
Ocean State Television, L.L.C.
By: /s/ Michael D. Basile
-------------------------
Michael D. Basile, Esq.
Authorized Person
<PAGE> 2
CERTIFICATE OF FORMATION
OF
OFFSHORE TELEVISION COMPANY, L.L.C.
1. NAME
The name of the limited liability company is Offshore Television Company,
L.L.C. (the "LLC").
2. REGISTERED OFFICE AND AGENT
The address of the LLC's registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of the LLC's registered agent at such address is The Corporation Trust Company.
3. AUTHORIZED PERSON
The name and address of the authorized person is:
Michael D. Basile, Esq.
Dow, Lohnes & Albertson
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, DC 20036
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Offshore Television Company, L.L.C. this 14th day of February,
1996.
By: /s/Michael D. Basile
--------------------------------
authorized person
TPA3-559344
<PAGE> 1
EXHIBIT 3.104.1
CERTIFICATE OF INCORPORATION
OF
UNITED BROADCAST GROUP II, INC.
FIRST. The name of the corporation is United Broadcast Group II, Inc.
SECOND. Its registered office in the State of Texas is located at 350
North St. Paul Street, Dallas, TX 75201. The registered agent in charge
thereof is CT Corporation System.
THIRD. The purpose or purposes of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the Texas
Business Corporation Act, and to have and exercise all the powers conferred by
the laws of the State of Texas upon corporations formed under the Texas
Business Corporation Act.
FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares voting common, par value $0.01
per share.
FIFTH. The name and mailing address of the incorporator is as follows:
Sara J. Welch
1255 Twenty-Third Street, N.W.
Suite 500
Washington, DC 20037
SIXTH. The initial Board of Directors of the corporation shall consist of
three members whose names are Dr. O.K. Kyun Kim, Young Moo Kim and Lowell W.
Paxson.
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:
(a) To adopt, and to alter or amend the Bylaws, to fix the amount to be
reserved as working capital, and to authorize and cause to be executed
mortgages and liens (without limit as to the amount) upon the property of this
corporation; and
(b) With the consent in writing or pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.
EIGHTH. The shareholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Texas and at such place or places as may be from time to
time designated by the Bylaws or by resolution of the shareholders or
directors, except as otherwise required by the laws of the State of Texas.
<FF>
<PAGE> 2
NINTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and
powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.
TENTH. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Texas. A director shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director,
provided that the liability of a director (i) for any breach of the director's
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith that constitutes a breach of duty of the director to the
corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law, (iii) a transaction from which the director
received an improper benefit, whether or not the benefit resulted from an
action taken within the scope of the director's office; or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute.
ELEVENTH. The corporation shall have perpetual existence.
TWELFTH. The corporation shall not commence doing business until it has
received the value of one thousand dollars in total consideration for the
issuance of its shares.
The undersigned, Sara J. Welch, for the purpose of forming a corporation
under the laws of the State of Texas, does hereby make, file and record this
Certificate of Incorporation and does hereby certify that the facts herein
stated are true, and has accordingly hereunto set her hand and seal.
/s/Sara J. Welch
----------------------------------
Sara J. Welch, Incorporator
Dated: December 27, 1994
<FF>
<PAGE> 1
EXHIBIT 3.104.2
BY-LAWS
OF
UNITED BROADCAST GROUP II, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be located at 350 North St. Paul
Street, Dallas, Texas 75201.
Section 2. The corporation may also have offices at such other places both
within and without the State of Texas and the United States as the Board of
Directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All annual meetings of the shareholders for the election of
directors shall be held in Texas at such place and time as may be fixed from
time to time by the Board of Directors, or at such other place either within or
without the State of Texas or the United States, 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 the notice thereof. Meetings of shareholders
for any other purpose may be held at such time and place, within or without the
State of Texas or the United States, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the shareholders shall be held on such date
and at such time as shall be designated from
<PAGE> 2
time to time by the Board of Directors. At the annual meeting, the
shareholders shall elect the Board of Directors and shall transact such other
business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and time of the meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each shareholder entitled to
vote at such meeting.
Section 4. Special meetings of the shareholders for any purpose or
purposes, unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, may be called by the President and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors or at the request in writing of shareholders owning a
majority of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such requests shall state the purpose or purposes of the
proposed meeting.
Section 5. Written notice of a special meeting shall state the place, date
and time of the meeting and the purpose or purposes for which the meeting is
called and shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote at such
meeting.
Section 6. Business transacted at any special meeting of the shareholders
shall be limited to the purpose or purposes
-2-
<PAGE> 3
stated in the notice, unless the holders of a majority of the issued and
outstanding shares entitled to vote otherwise consent thereto either at the
special meeting or in writing executed subsequent to the meeting.
Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) but not more than sixty
(60) days before every annual or special meeting of the shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to
examination by any shareholder for any purpose germane to the meeting during
ordinary business hours, and 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 (if not so
specified) at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is present at the meeting.
Section 8. The holders of a majority of the issued and outstanding shares
entitled to vote thereat, who are present in person or represented by proxy at
the meeting, shall constitute a quorum at all annual and special meetings of
the shareholders for the transaction of business, unless otherwise provided by
statute, the Certificate of Incorporation or these By-laws. If,
-3-
<PAGE> 4
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, 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 that might have
been transacted at the meeting as originally described in the notice to the
shareholders. 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 shareholder of record entitled
to vote at the meeting.
Section 9. When a quorum is present at any annual or special meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy at the meeting shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute, the Certificate of Incorporation or these By-laws a different vote
is required, in which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, each shareholder shall at every annual or
special meeting of the shareholders be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
shareholder, but
-4-
<PAGE> 5
no proxy shall be voted or acted upon after a period of three years from its
date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any annual or special meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock of the corporation 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. Such consent shall be
filed with the Secretary of the corporation. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those shareholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors that constitutes the Board of Directors
shall be at least one (1) and not more than ten (10). The first Board of
Directors shall initially consist of the number of directors as shall be
specified in the Certificate of Incorporation of the Corporation. Thereafter,
within the limits above specified, the number of directors shall
-5-
<PAGE> 6
be determined by resolution of the Board of Directors or by the shareholders of
the Common Stock at the annual meeting. The directors shall be elected at the
annual meeting of the shareholders, except as provided in Section 2 of this
Article. Each director shall hold office until his successor is elected and
qualified. Directors need not be shareholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director. The directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
Section 3. The business of the corporation shall be managed by its Board
of Directors, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute, the Certificate of
Incorporation or these By-laws directed or required to be exercised or done by
the shareholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Texas or the
United States.
6-
<PAGE> 7
Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting. No notice of such meeting to the newly
elected directors shall be necessary in order legally to constitute the
meeting, provided a quorum shall be present. If the shareholders fail to fix
the time or place of the first meeting of the newly elected Board of Directors
or if this meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors or as shall be specified in a written waiver signed by all
of the directors.
Section 3. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by the
President on three (3) days notice to each director, either personally, by mail
or by telegram. Such meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of a majority of the
directors.
Section 5. At all regular and special meetings of the Board of Directors,
a simple majority of the directors shall constitute a quorum for the transaction
of business, and the act of a majority of the directors present at any meeting
at which
-7-
<PAGE> 8
there is a quorum shall be the act of the Board of Directors, unless otherwise
specifically provided by statute, the Certificate of Incorporation or these
By-laws. If a quorum is not present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum shall
be present.
Section 6. Unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each consisting of two or
more 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. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a
-8-
<PAGE> 9
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.
Section 2. Except as provided below, any committee, to the extent provided
in the resolutions of the Board of Directors and in these By-laws, shall have
and may exercise all of the powers and authority of the Board of Directors 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 that may
require it. No committee, however, shall have the power or authority to amend
the Certificate of Incorporation; to adopt an agreement of merger or
consolidation; to recommend to the shareholders the sale, lease, exchange or
other disposition of all or substantially all of the corporation's property and
assets; to recommend to the shareholders a dissolution of the corporation or a
revocation of a dissolution; or to amend these By-laws; further, unless a
resolution of the Board of Directors, these By-laws, or the Certificate of
Incorporation expressly so provides, no committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to
adopt a certificate of ownership and merger.
Section 3. A committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board of
Directors.
-9-
<PAGE> 10
Section 4. Each committee shall keep regular minutes of its meetings and
shall file them with the minutes of the proceedings of the Board of Directors
when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
Section 1. Unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of the directors.
Section 2. The directors may be paid their expenses, if any, of attending
meetings of the Board of Directors. Such payments may take the form of a fixed
sum for attendance at each meeting or a stated salary as a director. Members
of committees may be allowed like compensation for attending committee
meetings.
Section 3. No payment permitted under this Article VI shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE VII
OFFICERS
Section 1. The officers of the corporation shall be designated by the
Board of Directors, by election, and, unless otherwise required by the Texas
Business Corporation Act, may include a Chairman of the Board of Directors, a
President, a Vice President, a Secretary and a Treasurer. The Board of
Directors may also elect such other officers and agents as it deems
-10-
<PAGE> 11
necessary, including Vice-Presidents and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices may be held by the same person,
unless otherwise provided by statute, the Certificate of Incorporation or these
By-laws.
Section 2. The officers of the corporation shall be elected by the Board
of Directors at the Board's first meeting after each annual meeting of
shareholders.
Section 3. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby. Any vacancy occurring in
any office of the corporation shall be filled by the Board of
Directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 5. The Chairman of the Board of Directors shall be the chief
executive officer of the corporation. The Chairman of the Board of Directors
shall preside at all meetings of the shareholders and the Board of Directors.
Section 6. The President shall be the chief executive officer of the
corporation. The President shall preside at all meetings of the shareholders,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute under the seal of the
corporation
-11-
<PAGE> 12
bonds, mortgages and other contracts requiring a seal, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof is expressly delegated by the Board of Directors
to some other officer or agent of the corporation.
Section 7. In the absence of the President or in the event of his
inability or refusal to act, the Vice-President (or in the event there are more
than one, the Vice-Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice-President shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all of the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for any committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors
or the President, under whose supervision he shall be. The Secretary shall have
custody of the corporate seal of the corporation, and he, or an Assistant
Secretary, shall have the authority to affix the same to any
-12-
<PAGE> 13
instrument requiring it, and (when so affixed) it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.
Section 9. The Assistant Secretary, or if there are more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 10. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 11. The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President, and the Board of Directors at
the Board's regular meetings or when the Board so requires, an account of all
his transactions as Treasurer and of the financial condition of the corporation.
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<PAGE> 14
Section 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 13. The Assistant Treasurer, or if there are more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statute, the Certificate
of Incorporation or these By-laws, notice is required to be given to any
director or shareholder, it shall not be construed to mean solely personal
notice, but such notice may be given in writing by mail addressed to such
director or shareholder at his address as it appears on the records of the
corporation with postage thereon prepaid, and such notice shall
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<PAGE> 15
be deemed to be given at the time when the same is deposited in the United
States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of statute, the Certificate of Incorporation or these By-laws, 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 IX
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by the Chairman or Vice-Chairman of the Board of
Directors, or the President or a Vice-President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by the shareholder in the corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent
or a registrar (other than the corporation itself or an employee of the
corporation). 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, the certificate may be issued
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<PAGE> 16
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
Section 3. The Board of Directors may direct that a new certificate or
certificates 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 that fact by the person claiming the certificate
to be lost, stolen 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, stolen 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 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.
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by the
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
Section 5. In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting
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<PAGE> 17
of the shareholders or any adjournment thereof, or entitled 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 of
Directors may fix, in advance, a record date that shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new date for the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner. The corporation shall be entitled to hold
liable for calls and assessments a person registered on its books as the owner
of shares. The corporation 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, regardless of whether the corporation shall have express or other
notice thereof, unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws.
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<PAGE> 18
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash,
property, or in shares of stock, unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws. 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 Board of Directors from time to time, in their
absolute discretion, may think proper as a reserve or reserves for
contingencies, equalizing dividends, repairing or maintaining any property of
the corporation, or for such other purpose or purposes as the Board of Directors
shall think conducive to the interests of the corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
Section 2. Annual Statements. The Board of Directors shall present at
each annual meeting, and at any special meeting of the shareholders when called
for by vote of the shareholders, a full and clear statement of the business and
condition of the corporation.
Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or
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<PAGE> 19
officers or such other person or persons as the Board of Directors may from
time to time designate.
Section 4 . Fiscal Year. The fiscal year of the corporation shall be
designated by resolution of the Board of Directors.
Section 5. Indemnification. The corporation shall have the power to
indemnify its officers, directors, employees and agents of the Corporation, and
such other persons as designated by the Board of Directors, to the full extent
as permitted under the laws of the State of Texas.
Section 6. Seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization, and the name of the State of
Texas. The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.
Section 7. Amendments. Unless such power is reserved to the shareholders
by statute, the Certificate of Incorporation or these By-laws, these By-laws
may be altered, amended or repealed or new By-laws adopted either by the
shareholders or the Board of Directors (when such power is conferred upon the
Board of Directors by the Certificate of Incorporation, and subject to repeal
or change by action of the shareholders) at any annual meeting of the
shareholders or regular meeting of the Board of Directors, or at any special
meeting of the shareholders or the Board of Directors (if notice of such
alteration, amendment, repeal or adoption of new By-laws is contained in the
notice of
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<PAGE> 20
such special meeting), by a vote of a majority of the holders of stock having
voting power present in person or represented by proxy at such meeting at which
there is a quorum, or by a vote of a majority of the directors present at such
meeting at which there is a quorum (whichever is applicable).
TPA3-559368
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<PAGE> 1
EXHIBIT 3.105.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
CHARLESTON-29, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 1
EXHIBIT 3.105.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board of
directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
6
<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.106.1
ARTICLES OF INCORPORATION
OF
PAXSON CHARLESTON LICENSE, INC.
The undersigned, acting as incorporator of PAXSON CHARLESTON LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON CHARLESTON LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 3rd day of September, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON CHARLESTON LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-463627.1
<PAGE> 1
EXHIBIT 3.106.2
BYLAWS
OF
PAXSON CHARLESTON LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.107.1
ARTICLES OF INCORPORATION OF
JETSTAR DEVELOPMENT, INC.
The undersigned, acting as incorporator of JETSTAR DEVELOPMENT, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
JETSTAR DEVELOPMENT, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
c/o Holland & Knight
400 N. Ashley Drive, Suite 2300
Tampa, Florida 33602
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 12:01 a.m. on the date
of execution of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
701 Brickell Avenue, Suite 3000, Miami, Florida 33131 and the name of the
corporation's initial registered agent at that address is Intrastate Registered
Agent Corporation.
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Chester E. Bacheller, Esq. 400 N. Ashley Drive, Suite 2300
Tampa, FL 33602
</TABLE>
ARTICLE VIII. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
ARTICLE IX. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation on September 11, 1997.
/s/ Chester E. Bacheller
--------------------------------------------
Chester E. Bacheller, Esq., Incorporator
<PAGE> 3
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That Jetstar Development, Inc., desiring to organize under the laws of the
State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 701 Brickell Avenue, Suite 3000, City of Miami,
State of Florida, has named Intrastate Registered Agent Corporation as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
INTRASTATE REGISTERED AGENT CORPORATION
/s/ Chester E. Bacheller
---------------------------------------
Chester E. Bacheller, Vice President.
27823-175
TPA2-466259.2
<PAGE> 1
EXHIBIT 3.107.2
BYLAWS
OF
JETSTAR DEVELOPMENT, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
27823-175
TPA2-466422
9
<PAGE> 1
EXHIBIT 3.108.1
CERTIFICATE OF INCORPORATION
OF
PAX NET, INC.
The undersigned, for the purpose of organizing a corporation, under the
provisions and subject to the requirements of the Delaware General Corporation
Law, hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is
PAX NET, INC.
SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of New Castle; and the name of the registered
agent of the Corporation in the State of Delaware at such address is The
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH: The total number of shares of stock that the Corporation shall
have authority to issue is 1,000 shares of common stock with a par value of
$.01 per share.
FIFTH: The name and the mailing address of the incorporator are as
follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- ---------------
<S> <C>
Bernard A. Barton, Jr. 400 N. Ashley Drive
Tampa, FL 33602
</TABLE>
SIXTH: The power of the incorporator shall terminate upon the filing of
this certificate of incorporation. The name and mailing address of the person
who shall serve as director of the Corporation until the first annual meeting
of stockholders is as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- ---------------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The number of directors may be increased or decreased from time to time as
provided in the bylaws.
<PAGE> 2
SEVEN: No director, officer, or agent of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as either a director, an officer, or an agent,
except for liability (i) for any breach of duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director, officer, or agent derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
adoption of this Article to authorize corporate action further eliminating or
limiting the personal liability of directors, officers, or agents, then the
liabilities shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director, an officer, or an agent of the Corporation surviving at the time of
such repeal or modification.
EIGHTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article.
Signed on September 18 , 1997.
/s/ Bernard A. Barton
-------------------------------
Bernard A. Barton, Incorporator
27823-175;TPA3-468972
-2-
<PAGE> 1
EXHIBIT 3.108.2
BYLAWS
OF
PAX NET, INC.
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as PAX NET, INC.
ARTICLE II
Stockholders
Section 1. Annual Meetings: The annual meeting of the stockholders shall be
held in the month of April at a date and time to be specified by the Board of
Directors. Said meeting shall be for the purpose of electing directors for the
ensuing year and for the transaction of such other business as may come before
the meeting. If the annual meeting shall not be held by oversight or otherwise,
the Board of Directors shall cause a special meeting to be held as soon
thereafter as possible.
Section 2. Special Meetings: Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law, may be called by the
Chairman, President, by the Board of Directors, or by written request of the
holders of not less than one-half of all the outstanding shares of the
corporation entitled to vote at the meeting.
Section 3. Place of Meeting: Meetings of shareholders may be held either within
or outside the State of Delaware.
Section 4. Notice of Meeting: Written notice stating the site, date and hour of
the meeting and, in case of a special meeting, the purposes for which the
meeting is called, shall be delivered not less than ten days nor more than
sixty days before the date of the meeting, either personally or by first-class
mail, at the direction of the Chairman, President, the Secretary, or the
officer or person calling the meeting, to each stockholder entitled to vote at
such meeting. If mailed, such notice shall be deemed delivered when deposited
in the United States mail, postage prepaid, addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation.
Section 5. Record Date: For the purpose of determining stockholders entitled to
vote at any meeting or entitled to receive payment of any dividend, or in order
to make a
<PAGE> 2
determination of stockholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, in case of a meeting of stockholders, not less than ten days prior to
the date on which the particular action requiring such determination of
stockholders is to be taken. If no record date is fixed for the determination
of stockholders entitled to notice or entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 6. Shareholder's List: The officer having charge of the stock ledger of
the corporation shall prepare, at least ten days before every stockholders
meeting, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of, and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination by any stockholder for a period of ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which shall
be specified in the notice of meeting or at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of the
meeting during the whole meeting thereof, and may be inspected by any present
stockholder.
Section 7. Shareholder Quorum and Voting: 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 stockholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. 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. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
Section 8. Shareholders' Proxies: At all meetings of stockholders, a
stockholder may vote by proxy which shall be executed either in writing or
electronic transmission in accordance with ss. 212(2) of the Delaware General
Corporation Law, by the stockholder or by his duly authorized attorney in fact,
or his authorized officer, director, or employee. Such proxy, or facsimile
thereof, shall be filed with the Secretary of the corporation before or at the
time of the meeting. No proxy shall be voted or acted upon after three years
from the date of its execution, unless otherwise provided in the proxy.
Section 9. Voting of Shares: Each outstanding share otherwise entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of stockholders. A majority vote of those shares present and voting at a duly
organized meeting shall suffice
- 2 -
<PAGE> 3
to defeat or enact any proposal unless the laws of the State of Delaware
require a greater-than-majority vote, in which event the higher vote shall be
required for the action to constitute the action of the corporation.
Section 10. Voting by Fiduciary: Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without the transfer of such shares into his name. Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without transfer of such shares
into his name. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at a meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 11. Action of Shareholders Without a Meeting: An action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting, if a consent
in writing, setting forth the action so taken, shall be signed by a majority of
the stockholders entitled to vote with respect to the subject matter thereof,
unless a greater-than-majority vote would be required at a duly organized
meeting, in which event said greater-than- majority stockholder approval must
be obtained. Such consent shall be filed with the minutes of the corporation.
In the event that action is taken by less than unanimous written consent,
prompt notice of the action taken shall be given to those stockholders who have
not consented in writing.
ARTICLE III
Board of Directors
Section 1. Functions: The business and affairs of the corporation shall be
managed by its Board of Directors.
Section 2. Number of Directors: As provided in the Certificate of
Incorporation, the Board of Directors shall initially consist of one person,
but may be increased or diminished by resolution of the Board of Directors or
shareholders. The directors shall hold office until
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<PAGE> 4
the next annual meeting of stockholders and until their successors shall have
been elected and qualified. Directors need not be stockholders of the
corporation.
Section 3. Election: Directors shall be elected at an annual or special
stockholders' meeting by those stockholders present and entitled to vote, a
plurality of the vote being cast being required to elect. Each stockholder
shall be entitled to one vote for each share of stock owned. If there is but
one nominee for any office, it shall be in order to move that the secretary
cast the elective ballot to elect the nominee.
Section 4. Regular Meetings: A regular meeting of the Board of Directors shall
be held without notice, other than this Bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The Board of Directors may
provide, by resolution, the day, time and place for the holding of additional
regular meetings without other notice than such resolution. The Secretary of
the corporation shall serve as Secretary for the Board of Directors and shall
issue notices for all meetings as required by the Bylaws; shall keep a record
of the minutes of the proceedings of the meetings of directors; and shall
perform such other duties as may be properly required of him by the Board of
Directors.
Section 5. Special Meetings: Special meetings of the Board of Directors may be
called by or at the request of the Chairman, President, or by a majority of the
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
Section 6. Notice: Notice of any special meeting shall be given at least two
days prior thereto by written notice delivered personally or mailed to each
director at his business address, or by facsimile transmission or telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. 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 at the meeting.
Section 7. Quorum and Voting: A majority of the number of directors fixed
according to Section 2 of this Article IV shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice. The act of
the majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless the laws of the State of
Delaware require a greater-than-majority vote, in which case such greater vote
shall be required for the act to be that of the Board of Directors.
- 4 -
<PAGE> 5
Section 8. Vacancy: Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors, even
though the remaining directors are less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by either the
board of directors or by the stockholders at an annual or special meeting
called for that purpose.
Section 9. 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 director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation.
Section 10. Presumption of Assent: A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he
requests that his objection be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the Secretary of the
meeting before the adjournment thereof or shall express such dissent by written
notice sent by registered mail to the Secretary of the corporation within one
day after the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
Section 11. Directors Action Without a Meeting: Any action that may be taken at
a meeting of the Board of Directors, may be taken without a meeting if a
written consent thereto is signed by all the members of the Board. Such written
consent shall be filed with the minutes of proceedings of the Board.
Section 12. Meeting Participation: Any meeting of the Board of Directors may be
held by conference telephone, or similar communication equipment, if all
persons participating in the meeting can hear each other, with minutes thereof
duly prepared and entered into the minutes of the corporation.
ARTICLE IV
Officers
Section 1. Officers: The officers of the corporation shall be a President, one
or more Vice Presidents, a Secretary, a Treasurer, and may include a Chairman,
each of whom shall be appointed by the Board of Directors. Other officers and
assistant officers may be authorized and appointed by the Board of Directors.
Any two or more offices may be held by the same person.
- 5 -
<PAGE> 6
Section 2. Election and Term: The officers of the corporation shall be
appointed by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the stockholders. Each officer
shall hold office until his successor shall have been duly elected and
qualified, until his death, or until he shall resign or shall be removed as
provided below.
Section 3. 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 interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancy: A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by majority vote of the
remaining members of the Board of Directors.
Section 5. Chairman of the Board. If elected, the chairman of the board, shall
be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
Section 6. President: In the absence of the chairman of the board the president
shall preside at all meetings of the directors and stockholders, shall have
general charge and control over the affairs of the corporation subject to the
direction of the Board of Directors, shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform such other duties as are incident
to his office or are required of him by the Board of Directors.
Section 7. Vice President: The most senior Vice-President shall exercise the
functions of the President, in the Chairman's and President's absence. The Vice
Presidents shall have such powers and duties as may be assigned to them from
time to time by the Board of Directors, the Chairman, or the President.
Section 8. Secretary: The Secretary shall issue notices for all meetings as
required by the Bylaws, shall keep a record of the minutes of the proceedings
of the meetings of stockholders and directors, shall have charge of the seal
and of the corporate books, and shall make such reports and perform such other
duties as are incident to his office, or properly required of him by the Board
of Directors, the Chairman or the President.
Section 9. Treasurer: The Treasurer shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He shall
disburse the funds of the corporation in payment of the just demands against
the corporation, or as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and
- 6 -
<PAGE> 7
shall render to the Board of Directors, from time to time as may be required of
him, an account of all his transactions as Treasurer and of the financial
condition of the corporation. He shall perform all duties incident to this
office or which are required of him by the Board of Directors, the Chairman or
the President.
ARTICLE V
Certificates Representing Shares
Section 1. Issues: Certificates representing shares of the corporation shall be
in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the Chairman or the President and by the
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except in case of a
lost, destroyed or mutilated certificate, in which case a replacement
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
Section 2. Transfers: Transfer of shares of the corporation shall be made only
on the stock transfer books of the corporation by the holder of record thereof
of by his legal representative, who shall furnish proper evidence of authority
to transfer, or by his attorney authorized by power of attorney duly executed
and filed with the Secretary of the corporation, and on surrender for the
cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes, unless otherwise notified by such
person in writing.
ARTICLE VI
Seal
Section 1. Seal: The corporation may or may not have a corporate seal, as may
from time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Delaware." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.
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<PAGE> 8
ARTICLE VII
Amendments
Section 1. Shareholders: These Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. Directors: The Board of Directors, by a majority vote of the entire
Board at any meeting, may amend these Bylaws, including Bylaws adopted by the
stockholders, unless such amendment specifically provides that it is not
subject to repeal by the Directors.
TPA3-480274
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<PAGE> 1
EXHIBIT 3.109.1
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
PAXSON LIVE LINK PRODUCTIONS, INC
Pursuant to Section 607.1003 and 607.1006 of the Florida Business
Corporation Act, the Articles of Incorporation of Paxson Live Link Productions,
Inc. (the "Corporation"), are hereby amended according to these Articles of
Amendment:
FIRST: The name of the Corporation is Paxson Live Link Productions, Inc.
SECOND: Article I of the Articles of Incorporation shall be amended in its
entirety to read as follows:
"The name of the corporation shall be Paxson
Television Productions, Inc."
THIRD: The foregoing amendment was adopted by written consent of the
shareholders and directors of the Corporation, constituting a sufficient number
of votes for the amendment to be approved in accordance with Sections 607.0821
and 607.0704 of the Florida Statutes, on November 24, 1997
IN WITNESS WHEREOF, the undersigned Secretary of the Corporation has
executed this instrument this 26th day of November, 1997.
/s/ William L. Watson
-----------------------------
Name: William L. Watson
Title: Secretary
<PAGE> 2
ARTICLES OF INCORPORATION
OF
PAXSON LIVE LINK PRODUCTIONS, INC.
The undersigned, acting as incorporator of PAXSON LIVE LINK PRODUCTIONS,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON LIVE LINK PRODUCTIONS, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 3
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 4
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 27th day of October, 1997.
/s/ William L. Watson
------------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 5
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON LIVE LINK PRODUCTIONS, INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated
in the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, Esq. as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-481945.1
<PAGE> 1
EXHIBIT 3.109.2
AMENDED AND RESTATED BYLAWS
OF
PAXSON TELEVISION PRODUCTIONS, INC.
F/K/A PAXSON LIVE LINK PRODUCTIONS,INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
<PAGE> 2
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the shareholder attends a meeting solely for the
purpose, expressed at the beginning of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
2
<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
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<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
27823-303
TPA2-489854
9
<PAGE> 1
EXHIBIT 3.100.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
ALBUQUERQUE-14, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 7th day of July, 1997.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.110.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.111.1
ARTICLES OF INCORPORATION
OF
PAXSON SYRACUSE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SYRACUSE LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SYRACUSE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 13th day of November, 1997.
/s/ William L. Watson
---------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON SYRACUSE LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-486728.1
<PAGE> 1
EXHIBIT 3.111.2
BYLAWS
OF
PAXSON SYRACUSE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.112.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF DECATUR-23, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
DECATUR-23, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF DECATUR-23, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 16th day of December, 1997.
/s/ William L. Watson
---------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF DECATUR-23, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------
William L. Watson, Registered Agent
27823-175
TPA2-495384.1
<PAGE> 1
EXHIBIT 3.112.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF DECATUR-23, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
2
<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
5
<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
6
<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
7
<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
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<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.113.1
ARTICLES OF INCORPORATION
OF
PAXSON DECATUR LICENSE, INC.
The undersigned, acting as incorporator of PAXSON DECATUR LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON DECATUR LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 16th day of
December, 1997.
/s/ William L. Watson
---------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON DECATUR LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------
William L. Watson, Registered Agent
27823-175
TPA2-495385.1
<PAGE> 1
EXHIBIT 3.113.2
BYLAWS
OF
PAXSON DECATUR LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
Section 2. Special Meetings. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
Section 3. Place. Meetings of shareholders may be held either
within or outside the State of Florida.
Section 4. Notice. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
Section 5. Waivers of Notice. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
<PAGE> 2
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.114.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
MEMPHIS-50, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 6th day of
January, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF MEMPHIS-50, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-500681.1
<PAGE> 1
EXHIBIT 3.114.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.115.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
KNOXVILLE-54, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 6th day of January, 1998.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-500711.1
<PAGE> 1
EXHIBIT 3.115.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
6
<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.116.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF NEW
ORLEANS-49, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 6th day of January, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-500687.1
<PAGE> 1
EXHIBIT 3.116.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.117.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PORTLAND-23, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L.
Watson, Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 14th day of January, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF PORTLAND-23, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-503411.1
<PAGE> 1
EXHIBIT 3.117.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.118.1
ARTICLES OF INCORPORATION
OF
PAXSON ORLANDO LICENSE, INC.
The undersigned, acting as incorporator of PAXSON ORLANDO LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON ORLANDO LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 8th day of January, 1998.
/s/ William L. Watson
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ORLANDO LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-501325.1
<PAGE> 1
EXHIBIT 3.118.2
BYLAWS
OF
PAXSON ORLANDO LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply
with the requirements of this section does not affect the validity of any
action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the
other powers and perform the other duties prescribed by the board of directors,
the chairman of the board, or the president. Unless the board otherwise
provides, if the chairman of the board and president are absent or unable to
act, the vice president who has served in that capacity for the longest time
and who is present and able to act shall perform all the duties and may
exercise any of the powers of the chairman of the board and president. Any vice
president may sign, with the secretary or assistant secretary, certificates for
stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.119.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
CHICAGO-38, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 15th day of January, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF CHICAGO-38, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-503707.1
<PAGE> 1
EXHIBIT 3.119.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.120.1
ARTICLES OF INCORPORATION
OF
PAXSON CHICAGO LICENSE, INC.
The undersigned, acting as incorporator of PAXSON CHICAGO LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON CHICAGO LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 2nd day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON CHICAGO LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-507623.1
<PAGE> 1
EXHIBIT 3.120.2
BYLAWS
OF
PAXSON CHICAGO LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.121.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
NORFOLK-49, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 2nd day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF NORFOLK-49, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560831.1
<PAGE> 1
EXHIBIT 3.121.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
6
<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.122.1
ARTICLES OF INCORPORATION
OF
PAXSON ALBUQUERQUE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON ALBUQUERQUE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON ALBUQUERQUE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ALBUQUERQUE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560830.1
<PAGE> 1
EXHIBIT 3.122.2
BYLAWS
OF
PAXSON ALBUQUERQUE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.123.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
DAVENPORT-67, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF DAVENPORT-67, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560832.1
<PAGE> 1
EXHIBIT 3.123.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers,
unless the board of directors disapproves or rejects the appointment. All
officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death.
One person may simultaneously hold any two or more offices. The failure to
elect the chairman of the board, president, secretary, or treasurer shall not
affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
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ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.124.1
ARTICLES OF INCORPORATION
OF
PAXSON DAVENPORT LICENSE, INC.
The undersigned, acting as incorporator of PAXSON DAVENPORT LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON DAVENPORT LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON DAVENPORT LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560829.1
<PAGE> 1
EXHIBIT 3.124.2
BYLAWS
OF
PAXSON DAVENPORT LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.125.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF DES
MOINES-39, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF DES MOINES-39, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560833.1
<PAGE> 1
EXHIBIT 3.125.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.126.1
ARTICLES OF INCORPORATION
OF
PAXSON DES MOINES LICENSE, INC.
The undersigned, acting as incorporator of PAXSON DES MOINES LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON DES MOINES LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON DES MOINES LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560828.1
<PAGE> 1
EXHIBIT 3.126.2
BYLAWS
OF
PAXSON DES MOINES LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.127.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
GREENVILLE-38, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
---------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF GREENVILLE-38, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560835.1
<PAGE> 1
EXHIBIT 3.127.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF GREENVILLE-28, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.128.1
ARTICLES OF INCORPORATION
OF
PAXSON GREENVILLE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON GREENVILLE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON GREENVILLE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON GREENVILLE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560822.1
<PAGE> 1
EXHIBIT 3.128.2
BYLAWS
OF
PAXSON GREENVILLE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.129.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF JACKSON-51, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
JACKSON-51, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF JACKSON-51, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF JACKSON-51, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560836.1
<PAGE> 1
EXHIBIT 3.129.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF JACKSON-51, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.130.1
ARTICLES OF INCORPORATION
OF
PAXSON JACKSON LICENSE, INC.
The undersigned, acting as incorporator of PAXSON JACKSON LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON JACKSON LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON JACKSON LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560821.1
<PAGE> 1
EXHIBIT 3.130.2
BYLAWS
OF
PAXSON JACKSON LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.131.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF MOBILE-61, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
MOBILE-61, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF MOBILE-61, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF MOBILE-61, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560837.1
<PAGE> 1
EXHIBIT 3.131.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF MOBILE-61, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.132.1
ARTICLES OF INCORPORATION
OF
PAXSON MOBILE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON MOBILE LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON MOBILE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON MOBILE LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560820.1
<PAGE> 1
EXHIBIT 3.132.2
BYLAWS
OF
PAXSON MOBILE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
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<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.133.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ODESSA-30, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
ODESSA-30, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF ODESSA-30, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------
William L. Watson, Esq.,
Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF ODESSA-30, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------
William L. Watson,
Registered Agent
27823-175
TPA2-560838.1
<PAGE> 5
PAXSON COMMUNICATIONS CORPORATION
1998 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this 1998 Stock Incentive Plan (the "Plan") is to
further the interest of Paxson Communications Corporation, a Delaware
corporation, its Subsidiaries and its shareholders by providing incentives
in the form of grants of stock options and restricted stock to key
employees and other persons who contribute materially to the success and
profitability of the Company. Also, the Plan will assist the Company in
attracting and retaining key persons.
2. DEFINITIONS. The following definitions will apply to the Plan:
a. "AWARD" means, individually or collectively, a grant under the Plan
of a Nonqualified Stock Option, an Incentive Stock Option or
Restricted Stock.
b. "BOARD" means the board of directors of Paxson Communications
Corporation.
c. "CAUSE" means, except as otherwise may be provided under any
agreement under which any award or grant is made under this Plan, (i)
Recipient's arrest for the commission of (A) a felony, (B) two (2)
offenses for operating a motor vehicle while impaired by or under the
influence of alcohol or illegal drugs, (C) any criminal act with
respect to Recipient's employment (including any criminal act
involving a violation of the Communications Act of 1934, as amended,
or regulations promulgated by the Federal Communications Commission),
or (D) any act that materially threatens to result in suspension,
revocation, or adverse modification of any FCC license of any
broadcast station owned by any affiliate of the Company or would
subject any such broadcast station to fine or forfeiture; (ii)
Recipient's dependence on alcohol or illegal drugs; (iv) Recipient's
failure or refusal to perform according to or follow the law policies
and directives of the Chairman of the Board or the Chief Executive
Officer or such other officer or employee to which Recipient reports;
(v) Recipient's misappropriation, conversion or embezzlement of the
assets of the Company or any affiliate of the Company; and (vi) a
material breach of any Employment Agreement between Recipient and the
Company.
d. "CODE" means the Internal Revenue Code of 1986, as amended.
e. "COMMITTEE" means the Compensation Committee appointed by the Board.
If the Board does not appoint a Compensation Committee or in the case
of any Award to members of the Committee, "Committee" means the Board.
f. "COMMON STOCK" means the Class A Common Stock, par value $.001 per
share of Paxson Communications Corporation, or such other class of
shares or
<PAGE> 6
securities as to which the Plan may be applicable pursuant to Section 9 of
the Plan.
g. "COMPANY" means Paxson Communications Corporation and its Subsidiaries.
h. "DATE OF GRANT" means the date on which the Option or Restricted Stock,
whichever is applicable, is granted.
i. "DISABILITY" means "disability" as defined in the Company's long term
disability plan or policy.
j. "ELIGIBLE PERSON" means any person who performs or has in the past
performed services for the Company, whether as a director, officer,
Employee, consultant or other independent contractor, and any person
who performs services relating to the Company as an employee or
independent contractor of a corporation or other entity that provides
services to the Company.
k. "EMPLOYEE" means any person employed on an hourly or salaried basis by
the Company.
l. "FAIR MARKET VALUE" means, with respect to the Common Stock, (i) if
the Common Stock is listed for trading on a national securities
exchange, the closing sale price, regular way, of the Common Stock on
the principal national securities exchange, on which the Common Stock
is listed for trading on the trading day next preceding the date as of
which Fair Market Value is being determined, or if no sale is reported
on such date, the average of the closing bid and asked prices of the
Common Stock on such exchange on such date, (ii) if the Common Stock is
not listed for trading on any national securities exchange but is
listed or quoted on the NASDAQ Stock Market, the closing sale price of
the Common Stock on the trading day next preceding the date as of which
Fair Market Value is being determined as reported on NASDAQ, or if no
sale is reported on such date, the average of the closing bid and asked
prices of the Common Stock on such day as reported in NASDAQ, and (iii)
if the Common Stock is not publicly traded on the date as of which Fair
Market Value is being determined, Fair Market Value shall be as
determined by the Board, using such factors as the Board considers
relevant, such as the price at which recent sales have been made, the
book value of the Common Stock, and the Company's current projected
earnings.
m. "INCENTIVE STOCK OPTION" means a stock option, granted pursuant to this
Plan or any other Company plan, that satisfies the requirements of
Section 422 of the Code and that entitles the Recipient to purchase
stock of the Company.
2
<PAGE> 7
n. "NONQUALIFIED STOCK OPTION" means a stock option, granted pursuant to
the Plan, that is not an Incentive Stock Option and that entitles the
Recipient to purchase stock of the Company.
o. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.
p. "OPTION AGREEMENT" means a written agreement, between the Company and
a Recipient, that sets out the terms and restrictions of an Option
Award.
q. "OPTION SHAREHOLDER" means an Employee who has acquired Shares upon
exercise of an Option.
r. "OPTION SHARES" means Shares that a Recipient receives upon exercise
of an Option.
s. "PERIOD OF RESTRICTION" means the period beginning on the Date of
Grant of a Restricted Stock Award and ending on the date on which all
restrictions applicable to the Shares subject to such Award expire.
t. "PLAN" means this Paxson Communications Corporation 1998 Stock
Incentive Plan, as amended from time to time.
u. "RECIPIENT" means an individual who receives an Award.
v. "RESTRICTED STOCK" means an Award granted pursuant to Section 7 of the
Plan consisting of Shares subject to such terms and restrictions as
shall be established by the Committee.
w. "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Recipient setting forth the terms and restrictions of an
Award of Restricted Stock.
x. "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 9 of the Plan.
y. "SUBSIDIARY" means any corporation 50 percent or more of the voting
securities of which are owned directly or indirectly by the Company at
any time during the existence of the Plan.
3. ADMINISTRATION. The Committee will administer the Plan. The Committee has
the exclusive power to select the Recipients of Awards pursuant to the
Plan, to establish the terms of the Awards granted to each Recipient, and
to make all other determinations necessary or advisable under the Plan. The
Committee has the sole
3
<PAGE> 8
discretion to determine whether the performance of an Eligible Person
warrants an Award under the Plan, and to determine the size and type of the
Award. The Committee has full and exclusive power to construe and interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to
the Plan, and to take all actions necessary or advisable for the Plan's
administration. The Committee, in the exercise of its powers, may correct
any defect or supply any omission, or reconcile any inconsistency in the
Plan, or in any Agreement, in the manner and to the extent it deems
necessary or expedient to make the Plan fully effective. In exercising this
power, the Committee may retain counsel at the expense of the Company. The
Committee also has the power to determine the duration and purposes of
leaves of absence which may be granted to a Recipient without constituting
a termination of the Recipient's employment for purposes of the Plan. Any
of the Committee's determinations will be final and binding on all persons.
A member of the Committee will not be liable for performing any act or
making any determination in good faith.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 9 of the Plan,
the maximum aggregate number of Shares that may be subject to Awards under
the Plan is 7,200,000. If an unexercised Award expires or becomes
unexercisable, the unpurchased Shares subject to such Award will be
available for other Awards under the Plan.
5. ELIGIBILITY. Any Elibible Person that the Committee in its sole discretion
designates is eligible to receive an Award under the Plan. Only an Employee
may receive an Incentive Stock Option. The Committee's grant of an Award to
a Recipient in any year does not entitle the Recipient to an Award in any
other year. Furthermore, the Committee may grant different Awards to
different Recipients. The Committee may consider such factors as it deems
pertinent in selecting Recipients and in determining the types and sizes of
their Awards. Recipients may include persons who previously received stock,
stock options or other benefits under the Plan or another plan of the
Company or a Subsidiary, whether or not the previously granted benefits
have been fully exercised or vested. An Award will not enlarge or otherwise
affect a Recipient's right, if any, to continue to serve the Company and
its Subsidiaries in any capacity, and will not restrict the right of the
Company or a Subsidiary to terminate at any time the Recipient's
employment.
6. OPTIONS. The Committee may grant Options to purchase Common Stock to
Recipients in such amounts as the Committee determines in its sole
discretion; providled that, subject to the provisions of Section 9 of the
Plan, (i) during any 12-month period, the Committee may not grant to any
Recipient Options to purchase more than a total of 2,000,000 Shares, (ii)
the Committee may not grant Options such that during any 12-month period
the aggregate number of Shares with respect to which Options first become
exercisable ("vest") during such period, in accordance with the vesting
schedules established by the Committee as of the Date of Grant,
4
<PAGE> 9
exceeds 5% of the Company's total issued and outstanding shares of common stock,
determined in accordance with the rules of the American Stock Exchange, and
(iii) the Committee may not grant Options such that during any five year period
the aggregate number of Shares with respect to which Options vest during such
period, in accordance with the vesting schedules established by the Committee as
of the Date of Grant, exceeds 10% of the Company's total issued and outstanding
shares of common stock, determined in accordance with the rules of the American
Stock Exchange. An Option may be in the form of an Incentive Stock Option or a
Nonqualified Stock Option. The Committee may grant an Option alone or in
addition to another Award. Each Option will satisfy the following requirements:
a. WRITTEN AGREEMENT. Each Option granted to a Recipient will be
evidenced by an Option Agreement. The terms of the Option Agreement
need not be identical for different Recipients. The Option Agreement
will contain such provisions as the Committee deems appropriate and
will include a description of the substance of each of the
requirements in this Section 6.
b. NUMBER OF SHARES. Each Option Agreement will specify the number of
Shares that the Recipient may purchase upon exercise of the Option.
c. EXERCISE PRICE.
i. INCENTIVE STOCK OPTION. Except as provided in subsection 6.1. of
the Plan, the exercise price of each Share subject to an
Incentive Stock Option will equal the exercise price designated
by the Committee, but will not be less than the Fair Market Value
on the Date of Grant.
ii. NONQUALIFIED STOCK OPTION. The exercise price of each Share
subject to a Nonqualified Stock Option will equal the exercise
price designated by the Committee.
d. DURATION OF OPTION.
i. INCENTIVE STOCK OPTION. Except as otherwise provided in this
Section 6, an Incentive Stock Option will expire on the earlier
of the tenth anniversary of the Date of Grant or the date set by
the Committee on the Date of Grant.
ii. NONQUALIFIED STOCK OPTION. Except as otherwise provided in this
Section 6, a Nonqualified Stock Option will expire on the tenth
anniversary of its Date of Grant or at such earlier or later date
set by the Committee on the Date of Grant.
5
<PAGE> 10
e. VESTING OF OPTION. Each Option Agreement will specify the vesting
schedule applicable to the Option. The Committee, in its sole
discretion, may accelerate the vesting of any Option at any time. An
unexercised Option that is not fully vested will become fully vested
if the Recipient of the Option dies or terminates employment with the
Company because of Disability.
f. DEATH.
i. INCENTIVE STOCK OPTION. If a Recipient dies, an Incentive Stock
Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's death, or if earlier, the date
specified in subsection 6.d. of the Plan, unless the Committee
sets an earlier expiration date on the Date of Grant.
ii. NONQUALIFIED STOCK OPTION. If a Recipient dies, a Nonqualified
Stock Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's death, or if earlier, the date
specified in subsection 6.d. of the Plan, unless the Committee
sets an earlier or later expiration date on the Date of Grant, or
a later expiration date subsequent to the Date of Grant but prior
to the one-year anniversary of the Recipient's death.
g. DISABILITY.
i. INCENTIVE STOCK OPTION. If the Recipient terminates employment
with the Company because of his Disability, an Incentive Stock
Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's last day of employment, or, if
earlier, the date specified in subsection 6.d. of the Plan.
ii. NONQUALIFIED STOCK OPTION. If the Recipient terminates employment
with the Company because of his Disability, a Nonqualified Stock
Option granted to the Recipient will expire on the one-year
anniversary of the Recipient's last day of employment, or, if
earlier, the date specified in subsection 6.d. of the Plan,
unless the Committee sets an earlier or later expiration date on
the Date of Grant or a later expiration date subsequent to the
Date of Grant but prior to the one-year anniversary of the
Recipient's last day of employment.
h. RETIREMENT OR INVOLUNTARY TERMINATION.
i. INCENTIVE STOCK OPTION. If the Recipient terminates employment
with the Company as a result of his retirement in accordance with
the
6
<PAGE> 11
Company's normal retirement policies, or if the Company
terminates the Recipient's employment other than for Cause, an
Incentive Stock Option granted to the Recipient will expire 90
days following the last day of the Recipient's employment, or, if
earlier, the date specified in subsection 6.d. of the Plan,
unless the Committee sets an earlier expiration date on the Date
of Grant.
ii. NONQUALIFIED STOCK OPTION. If the Recipient terminates employment
with the Company as a result of his retirement in accordance with
the Company's normal retirement policies, or if the Company
terminates the Recipient's employment other than for Cause, a
Nonqualified Stock Option granted to the Recipient will expire
180 days following the last day of the Recipient's employment,
or, if earlier, the date specified in subsection 6.d. of the
Plan, unless the Committee sets an earlier or later expiration
date on the Date of Grant or a later expiration date subsequent
to the Date of Grant but prior to 180 days following the
Recipient's last day of employment.
i. TERMINATION OF SERVICE. If the Recipient's employment with the Company
terminates for any reason other than the reasons described in Sections
6.f., 6.g., 6.h., or 6.j. of the Plan, an Option granted to the
Recipient will expire 30 days following the last day of the
Recipient's employment with the Company, or, if earlier, the date
specified in subsection 6.d. of the Plan, unless the Committee sets an
earlier or later expiration date on the Date of Grant or a later
expiration day subsequent to the Date of Grant but prior to the 30th
day following the Recipient's last day of employment. The Committee
may not delay the expiration of an Incentive Stock Option more than 90
days after termination of the Recipient's employment. During any delay
of the expiration date, the Option will be exercisable only to the
extent it is exercisable on the date the Recipient's employment
terminates, subject to any adjustment under Section 9 of the Plan.
j. CAUSE. Notwithstanding any provisions set forth in the Plan, if the
Company terminates the Recipient's employment for Cause, any
unexercised portion(s) of the Recipient's Option(s) will expire
immediately upon the earlier of the occurrence of the event that
constitutes Cause or the last day the Recipient is employed by the
Company.
k. CONDITIONS REQUIRED FOR EXERCISE. An Option is exercisable only to the
extent it is vested according to the terms of the Option Agreement.
Furthermore, an Option is exercisable only if the issuance of Shares
upon exercise would comply with applicable securities laws. Each
Agreement will specify any additional conditions required for the
exercise of the Option.
7
<PAGE> 12
l. TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to an
individual who, on the Date of Grant, owns stock possessing more than
10 percent of the total combined voting power of all classes of stock
of either the Company or any parent or Subsidiary, will have an
exercise price of 110 percent of Fair Market Value on the Date of
Grant and will be exercisable only during the five-year period
immediately following the Date of Grant. For purposes of calculating
stock ownership of any person, the attribution rules of Code Section
424(d) will apply, and any stock that such person may purchase under
outstanding options will not be considered.
m. MAXIMUM OPTION GRANTS. The aggregate Fair Market Value, determined on
the Date of Grant, of Shares with respect to which any Incentive Stock
Options under the Plan and all other plans of the Company or its
Subsidiaries become exercisable by any individual for the first time
in any calendar year will not exceed $100,000.
n. METHOD OF EXERCISE. An Option will be deemed exercised when the
person entitled to exercise the Option (i) delivers written notice to
the President of the Company (or his delegate, in his absence) of the
decision to exercise, (ii) concurrently tenders to the Company full
payment for the Shares to be purchased pursuant to the exercise, and
(iii) complies with such other reasonable requirements as the
Committee establishes pursuant to Section 8 of the Plan. Payment for
Shares with respect to which an Option is exercised may be made (i) in
cash, (ii) by certified check, (iii) in the form of Common Stock
having a Fair Market Value equal to the exercise price, or (iv) by
delivery of a notice instructing the Company to deliver the Shares to
a broker subject to the broker's delivery of cash to the Company equal
to the exercise price. No person will have the rights of a
shareholder with respect to Shares subject to an Option granted under
the Plan until a certificate or certificates for the Shares have been
delivered to him. A partial exercise of an Option will not affect the
holder's right to exercise the remainder of the Option from time to
time in accordance with the Plan.
o. LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its
discretion and subject to the requirements of applicable law,
recommend to the Company that it lend the Recipient the funds needed
by the Recipient to exercise an Option. The Recipient will apply to
the Company for the loan, completing the forms and providing the
information required by the Company. The loan will be secured by such
collateral as the Company may require, subject to its underwriting
requirements and the requirements of applicable law. The Recipient
will execute a promissory note and any other documents deemed
necessary by the Company.
8
<PAGE> 13
p. DESIGNATION OF BENEFICIARY. Each Recipient may file with the Company a
written designation of a beneficiary to receive the Recipient's
Options in the event of the Recipient's death prior to full exercise
of such Options. If the Recipient does not designate a beneficiary, or
if the designated beneficiary does not survive the Recipient, the
Recipient's estate will be his beneficiary. Recipients may, by written
notice to the Company, change a beneficiary designation.
q. TRANSFERABILITY OF OPTION.
i. NONQUALIFIED STOCK OPTION. To the extent permitted by tax,
securities or other applicable laws to which the Company, the
Plan, Recipients or Eligible Persons are subject, and unless
provided otherwise by the Committee on the Date of Grant, a
Recipient who receives a Nonqualified Stock Option may transfer
such Option to (i) the Recipient's spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, (ii) a trust for the benefit of
the Recipient's spouse, child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, or (iii) a partnership whose partners consist
solely of the Recipient's spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law.
ii. INCENTIVE STOCK OPTION. An Incentive Stock Option granted under
the Plan is not transferable except by will or the laws of
descent and distribution. During the lifetime of the Recipient,
all rights of the Incentive Stock Option are exercisable only by
the Recipient.
7. RESTRICTED STOCK. The Committee may grant Awards of Restricted Stock to
Recipients in such amounts as the Committee determines in its sole
discretion. The Committee may grant awards of Restricted Stock alone or in
addition to another Award. Each Restricted Stock Award granted to a
Recipient will satisfy the following requirements:
a. WRITTEN AGREEMENT. Each Restricted Stock Award granted to a Recipient
will be evidenced by a Restricted Stock Agreement. The terms of the
Restricted Stock Agreement need not be identical for each Recipient.
The Restricted Stock Agreement will specify the Period(s) of
Restriction. In addition, the Restricted Stock Agreement will include
a description of the substance of each
9
<PAGE> 14
of the requirements in this Section 7 and will contain such provisions
as the Committee deems appropriate.
b. NUMBER OF SHARES. Each Restricted Stock Agreement will specify the
number of Shares of Restricted Stock granted to the Recipient.
c. TRANSFERABILITY. Shares of Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated
until the end of the applicable Period of Restriction, or upon earlier
satisfaction of any other conditions, as specified in the Restricted
Stock Agreement.
d. OTHER RESTRICTIONS. The Committee will impose on Shares of Restricted
Stock any other restrictions that the Committee deems advisable,
including, without limitation, vesting restrictions, restrictions
based upon the achievement of specific Company-wide, Subsidiary, or
individual performance goals, and/or restrictions under applicable
federal or state securities laws, and may place legends on the
certificates representing Restricted Stock to give appropriate notice
of such restrictions. The Committee may also require that Recipients
make cash payments at the time of grant or upon expiration of the
Period of Restriction in an amount not less than the par value of the
Shares of Restricted Stock.
e. CERTIFICATE LEGEND. In addition to any legends placed on certificates
pursuant to subsection 7.d. of the Plan, each certificate representing
Restricted Stock will bear the following legend:
The sale or other transfer of the Shares represented by this
certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth
in the Paxson Communications Corporation 1998 Stock Incentive
Plan, as amended, and in a Restricted Stock Agreement dated
__________. A copy of the Plan and the Restricted Stock Agreement
may be obtained from the Chief Financial Officer of Paxson
Communications Corporation.
f. REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Section
7, Restricted Stock will become freely transferable by the Recipient
after the Period of Restriction expires. The Recipient will be
entitled to removal of the legend required by subsection 7.e. of the
Plan following the expiration of the Period of Restriction.
g. VOTING RIGHTS. During the Period of Restriction, Recipients holding
Restricted Stock may exercise full voting rights with respect to such
Shares.
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<PAGE> 15
h. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Recipients holding Restricted Stock will be entitled to receive all
dividends and other distributions payable to the holders of the
Common Stock generally. If any such dividends or distributions are
paid in Shares, such Shares will be subject to the same restrictions
or transferability and risks of forfeiture as the Shares of
Restricted Stock with respect to which they were paid.
i. DEATH. The restrictions on a Recipient's Restricted Stock will
terminate on the date of the Recipient's death.
j. DISABILITY. If a Recipient terminates employment with the Company
because of his total and permanent Disability, the restrictions on
the Recipient's Restricted Stock will expire on the Recipient's last
day of employment.
k. TERMINATION OF SERVICE. If a Recipient ceases employment for any
reason other than death or Disability, the Recipient will forfeit
immediately to the Company all nonvested Restricted Stock held by the
Recipient. The Committee may, in its sole discretion and upon such
terms and conditions as it deems proper, provide for termination of
the restrictions on Restricted Stock following termination of
employment.
l. DESIGNATION OF BENEFICIARY. Each Recipient may file with the Company
a written designation of a beneficiary to receive the Recipient's
Restricted Stock in the event of the Recipient's death prior to
removal of all restrictions thereon. If the Recipient does not
designate a beneficiary, or if the designated beneficiary does not
survive the Recipient, the Recipient's estate will be his
beneficiary. Recipients may, by written notice to the Company, change
a beneficiary designation.
8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The
Company will have the right to withhold from payments otherwise due and
owing to the Recipient or his beneficiary or to require the Recipient or
his beneficiary to remit to the Company in cash upon demand an amount
sufficient to satisfy any federal (including FICA and FUTA amounts), state
or local withholding tax requirements at the time the Recipient or his
beneficiary recognizes income for federal, state or local tax purposes
with respect to any Award under the Plan.
The Committee may grant Awards and the Company may deliver Shares under the
Plan only in compliance with all applicable federal and state laws and
regulations and the rules of all stock exchanges on which the Company's
stock is listed at any time. An Option is exercisable only if either (i) a
registration statement pertaining to the Shares to be issued upon exercise
of the Option has been filed with and declared effective by the Securities
and Exchange Commission and remains effective on the
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<PAGE> 16
date of exercise, or (i) an exemption from the registration requirements
of applicable securities laws is available. The Plan does not require the
Company, however, to file such a registration statement or to assure the
availability of such exemptions. Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and will be
subject to such transfer restrictions, as the Committee deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section 8. No Option may be exercised, and Shares may
not be issued under the Plan, until the Company has obtained the consent
or approval of every regulatory body, federal or state, having
jurisdiction over such matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option or to ownership
of Shares by transfer, bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to his exercise of the Option or receipt of Shares. In addition,
the Committee may require such consents and releases of taxing authorities
as the Committee deems advisable.
With respect to persons subject to Section 16 of the Securities Exchange
Act of 1934 ("1934 Act"), transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 under the 1934 Act, as
such Rule may be amended from time to time, or its successor under the 1934
Act. To the extent any provision of the Plan or action by the Committee or
the Company fails to so comply, it will be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
9. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange
of shares, stock split, stock dividend, rights offering, or other expansion
or contraction of the Common Stock occurs, the Committee will equitably
adjust the number and class of Shares for which Awards are authorized to be
granted under the Plan, the number and class of Shares then subject to
Awards previously granted to Employees under the Plan, and the price per
Share payable upon exercise of each Award outstanding under the Plan. To
the extent deemed equitable and appropriate by the Board, subject to any
required action by shareholders, any Award will pertain to the securities
and other property to which a holder of the number of Shares of stock
covered by the Award would have been entitled to receive in connection with
any merger, consolidation, reorganization, liquidation or dissolution.
10. LIABILITY OF THE COMPANY. Neither the Company nor any parent or Subsidiary
of the Company that is in existence or hereafter comes into existence will
be liable to any person for any tax consequences incurred by a Recipient
or other person with respect to an Award.
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<PAGE> 17
11. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or terminate
the Plan from time to time without approval of the shareholders of the
Company. The Board may, however, condition any amendment on the approval of
the shareholders of the Company if such approval is necessary or advisable
with respect to tax, securities or other laws applicable to the Company,
the Plan, Recipients or Eligible Persons. Any amendment, whether with or
without the approval of shareholders of the Company, that alters the terms
or provisions of an Award granted before the amendment (unless the
alteration is expressly permitted under the Plan) will be effective only
with the consent of the Recipient of the Award or the holder currently
entitled to exercise the Award.
12. EXPENSES OF PLAN. The Company will bear the expenses of administering the
Plan.
13. DURATION OF PLAN. Awards may be granted under the Plan only during the ten
years immediately following the original effective date of the Plan.
14. NOTICES. All notices to the Company will be in writing and will be
delivered to Anthony L. Morrison, Esq., Vice President, Secretary and
General Counsel, Paxson Communications Corporation, 601 Clearwater Park
Road, West Palm Beach, Florida 33401. All notices to a Recipient will be
delivered personally or mailed to the Recipient at his address appearing in
the Company's personnel records. The address of any person may be changed
at any time by written notice given in accordance with this Section 14.
15. APPLICABLE LAW. The validity, interpretation and enforcement of the Plan
are governed in all respects by the laws of Delaware and the United States
of America.
16. EFFECTIVE DATE. The effective date of the Plan will be the earlier of (i)
the date on which the Board adopts the Plan or (ii) the date on which the
shareholders of the Company approve the Plan.
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<PAGE> 1
EXHIBIT 3.133.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF ODESSA-30, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
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<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.134.1
ARTICLES OF INCORPORATION
OF
PAXSON ODESSA LICENSE, INC.
The undersigned, acting as incorporator of PAXSON ODESSA LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON ODESSA LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ODESSA LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560819.1
<PAGE> 1
EXHIBIT 3.134.2
BYLAWS
OF
PAXSON ODESSA LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.135.1
ARTICLES OF INCORPORATION
OF
PAXSON PORTLAND LICENSE, INC.
The undersigned, acting as incorporator of PAXSON PORTLAND LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON PORTLAND LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON PORTLAND LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560817.1
<PAGE> 1
EXHIBIT 3.135.2
BYLAWS
OF
PAXSON PORTLAND LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to
be given to any shareholder of the Corporation under these bylaws, the articles
of incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director need
not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to
fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to
sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides,
if the chairman of the board and president are absent or unable to act, the
vice president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.136.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SHREVEPORT-21, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560839.1
<PAGE> 1
EXHIBIT 3.136.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.137.1
ARTICLES OF INCORPORATION
OF
PAXSON SHREVEPORT LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SHREVEPORT LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SHREVEPORT LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON SHREVEPORT LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560816.1
<PAGE> 1
EXHIBIT 3.137.2
BYLAWS
OF
PAXSON SHREVEPORT LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.138.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SPOKANE-34, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 2nd day of March, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SPOKANE-34, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560812.1
<PAGE> 1
EXHIBIT 3.138.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.139.1
ARTICLES OF INCORPORATION
OF
PAXSON SPOKANE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SPOKANE LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SPOKANE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON SPOKANE LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560815.1
<PAGE> 1
EXHIBIT 3.139.2
BYLAWS
OF
PAXSON SPOKANE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.140.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF ST.
CROIX-15, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
------------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF ST. CROIX-15, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560810.1
<PAGE> 1
EXHIBIT 3.140.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote at
a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken
at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or conservator
may be voted by him without a transfer of the shares into his name. A trustee
may vote shares standing in his name, but no trustee may vote shares that are
not transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform
his duties as a director, including his duties as a member of any committee of
the board upon which he serves, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders,
any vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a
meeting of shareholders called for that purpose, the shareholders, by a vote of
the holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written
notice to the board of directors or its chairman of the board or the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provided that the successor does not
take office until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of
notice of the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect
the chairman of the board, president, secretary, or treasurer shall not affect
the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the
board, the president, or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or employee
of the Corporation does not create any contract rights. The board of directors
may fill a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first be
fully paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile, engraved, printed,
or an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full board of
directors or by vote of the holders of a majority of the issued and outstanding
shares entitled to vote, but the board of directors may not amend or repeal any
bylaw adopted by the shareholders if the shareholders specifically provide that
the bylaw is not subject to amendment or repeal by the directors. In order to
be effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
TPA3-515163
9
<PAGE> 1
EXHIBIT 3.141.1
ARTICLES OF INCORPORATION
OF
PAXSON ST. CROIX LICENSE, INC.
The undersigned, acting as incorporator of PAXSON ST. CROIX LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON ST. CROIX LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
\
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ST. CROIX LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560814.1
<PAGE> 1
EXHIBIT 3.141.2
BYLAWS
OF
PAXSON ST. CROIX LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.142.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SPRINGFIELD-34, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-----------------------------
William L. Watson, Esq.,
Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560809.1
<PAGE> 1
EXHIBIT 3.142.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.143.1
ARTICLES OF INCORPORATION
OF
PAXSON SPRINGFIELD LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SPRINGFIELD LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SPRINGFIELD LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of February, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON SPRINGFIELD LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------
William L. Watson,
Registered Agent
27823-175
TPA2-560813.1
<PAGE> 1
EXHIBIT 3.143.2
BYLAWS
OF
PAXSON SPRINGFIELD LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.144.1
COMMONWEALTH OF PUERTO RICO
DEPARTMENT OF STATE
SAN JUAN PUERTO RICO 00904
I, MARIANA ELIAS-YAMIL, Director, of the Corporation and Trademarks
Register of the Department of State of the Commonwealth of Puerto Rico,
DO HEREBY CERTIFY: That from the records of this Department it appears
that "S & E NETWORK INC.", file 87,683, is a corporation organized under the
laws of Puerto Rico on SEPTEMBER 21, 1994 AT 3:37 P.M.
IN WITNESS WHEREOF, the undersigned, by
virtue of the authority vested by law,
hereby issues this certificate and affixes
the Great Seal of the Commonwealth of
Puerto Rico, in the City of San Juan, this
28th of September, A.D., nineteen ninety
four.
/s/ Mariana Elias-Yamil
--------------------------
Mariana Elias-Yamil, Esq.
Director
Corporation and Trademarks
Register
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
S & E NETWORK INC.
(Incorporated under the laws of the Commonwealth of Puerto Rico)
FIRST: The name of this corporation is S & E Network Inc. (hereinafter
referred to as the "Corporation").
SECOND: Its principal office and place of business in the Commonwealth of
Puerto Rico is to be located at Hipodromo El Comandante, State Road #3,
Kilometer 15.3, Canovanas, Puerto Rico 00729. The Agent in charge thereof is
Mr. Donald G. Blakeman, with offices at Hipodromo El Comandante, State Road #3,
Kilometer 15.3, Canovanas, Puerto Rico 00729.
THIRD: The nature of the business and the object and purposes proposed to
be transacted, promoted and carried on for pecuniary profit are:
1. To acquire, own, lease, rent and operate television
broadcasting stations, with any and all types of transmission
facilities; to apply for, receive and hold all licenses that may be
necessary or required from any licensing agency, federal, state or
foreign; to do any and all things necessarily incident to the
operation of such broadcasting stations, including but not limited
to contracting for transmission of programs and entering into any
other contracts as the board of directors of the corporation may,
from time to time, deem proper and expedient.
2. To engage in any commercial, mercantile, manufacturing,
industrial, or trading business of any kind, character or
description whatsoever, and to do all things incidental to any such
business; to manufacture, purchase or otherwise acquire, to lease,
pledge, mortgage, sell or otherwise dispose of, and to trade in and
deal in any and every kind of commodity, merchandise, article of
commerce, machinery, equipment, material and product, manufactured
or unmanufactured, whether real, personal or mixed.
<PAGE> 3
3. To acquire by purchase, lease or otherwise, any property or
any interest therein, of any kind, character or description, whether
tangible or intangible, and to hold, own, occupy, use, improve,
sell, grant, lease, sublease, mortgage, exchange, distribute,
transfer or otherwise deal in, convey, encumber or dispose of said
property or any interest therein or any part therein.
4. To acquire by purchase, lease or otherwise, and to build,
construct or erect, or cause to be built, constructed or erected,
plants, factories, buildings, structures, works and improvements of
any kind, character and description, with any and all appurtenances;
to make or cause to be made, any repairs, renewals, replacements,
alterations, enlargements, extensions, additions, betterments and
improvements thereto; to outfit, equip, furnish and decorate or
cause to be outfitted, equipped, furnished and decorated, any and
all such plants, factories, buildings, structures, works and
improvements, and to hold, use, manage, supervise, operate, lease,
sublease, mortgage, exchange, sell, grant, transfer or otherwise
encumber or dispose of said plants, factories, buildings,
structures, works and improvements or any part thereof.
5. To apply for purchase, or otherwise acquire, own, hold,
develop, use, lease, grant licenses, or other rights in respect of,
sell, assign or otherwise dispose of or contract with respect to
letters, patent of the United States of America and of any foreign
country, patent right, licenses and privileges, inventions,
improvements and processes, trademarks, tradenames and copyrights
relating to any process, material, machinery, equipment, apparatus
or product whatsoever.
6. To act in any capacity whatsoever as selling, financial,
commercial or business agent, factor, broker or representative,
general or special, for any person.
7. To make, enter into, and carry out any contracts or
arrangements of any kind, character or description with any person,
firm, association, corporation or governmental unit, agency or
instrumentality; to obtain therefrom or otherwise to acquire,
whether by purchase, lease, assignment or otherwise, any powers,
rights, privileges, immunities, franchises, guaranties, grants and
concessions; and to acquire, hold, own, exercise, exploit, dispose
of and realize upon the same.
8. To cause or allow the legal title to, or any legal or
equitable interest in any security or any other real or personal
property of the Corporation to remain or be vested or registered in
the name of any other person,
2
<PAGE> 4
whether upon trust for, or as agent or nominee of the Corporation,
or otherwise for its account or benefit.
9. To acquire and to pay for in cash, capital stock, bonds,
notes or other securities or evidences of indebtedness of the
Corporation, all or any part of the goodwill, rights, properties and
business of, and in connection therewith, to assume any liabilities
or any obligations of any person, firm, association, corporation or
governmental unit, agency or instrumentality, and to hold, manage,
use, and in any manner dispose of the whole or any part of the
goodwill, rights, properties or business so acquired.
10. Without limit as to amount, to borrow money from any bank,
lending institution, or other person, firm, association or
corporation; to draw, make, accept, endorse, discount, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable and nonnegotiable instruments and
evidences of indebtedness; to secure the payment thereof and of the
interest thereon by any mortgage upon, or pledge, conveyance or
assignment in trust of, the whole or any part of the properties of
the Corporation, real, personal or mixed, whether at the time owned
or thereafter acquired; and to sell, assign, mortgage, pledge or
otherwise dispose of any such bonds or other evidences of
indebtedness issued by the Corporation.
11. To loan, with or without security, money and securities of
every kind to, and endorse, guarantee or otherwise secure the bonds,
notes, or other securities of any person, firm, association or
corporation.
12. To acquire by purchase, or otherwise to hold and to sell,
assign, transfer, mortgage, pledge, hypothecate, exchange or
otherwise encumber or dispose of the capital stock, bonds, notes or
other evidence of indebtedness of any individual, firm, corporation,
(including this Corporation) or governmental unit, agency or
instrumentality, and while the owner thereof, to execute all of the
rights, powers and privileges of ownership, including but not
limited to the right to vote thereon and to give consent with
respect thereto, whether by proxy or otherwise.
13. In the manner and to the extent now or hereafter permitted by
the laws of the Commonwealth of Puerto Rico, to acquire by purchase
or otherwise to hold, and to sell, assign, transfer, reissue,
cancel, mortgage, pledge, hypothecate, exchange or otherwise
encumber or dispose of the capital stock of the Corporation, and
while the owner
3
<PAGE> 5
thereof, to exercise all of the rights, powers and privileges of
ownership to the extent, now or hereafter permitted by the laws of
said Commonwealth of Puerto Rico.
14. To issue in payment for any property, real, personal or
mixed, or any interest or estate therein, which may be purchased or
otherwise acquired by the Corporation, or for any labor done for, or
on behalf of the Corporation, or for any obligation incurred by it,
the capital stock, bonds, notes or other securities or evidences of
indebtedness of the Corporation, upon such terms and conditions as
may be prescribed from time to time by the Board of Directors.
15. To enter into any partnership, special or limited partnership
or joint venture organized under or with reference to the laws of
the Commonwealth of Puerto Rico or any other jurisdiction, in
connection with any business, object, purpose or power of the
Corporation.
16. To conduct and carry on any business not contrary to the laws
of the Commonwealth of Puerto Rico and to have and exercise all of
the powers conferred by the laws of the said Commonwealth upon the
Corporation formed thereunder; to do any and all of the acts and
things herein provided for, to the same extent as natural persons
could do, and as principal, factor, broker, agent, contractor,
representative, or otherwise, either alone or in conjunction with
one or more persons, firms, associations, corporations or
governmental units, agencies or instrumentalities; to establish and
maintain offices and agencies within and anywhere outside of the
Commonwealth of Puerto Rico; and to carry on any and all business,
objects and purposes of the Corporation, and exercise any and all
corporate rights, powers, and privileges in any part of the world.
17. To do any and all such other things, and to possess, exercise
and enjoy all such other rights, privileges and powers, as may be
necessary, proper, advisable or convenient for the accomplishment of
any of the purposes or the attainment of any of the objects or the
furtherance of any of the powers herein provided for, and to do
every other act and thing incidental thereto in connection
therewith.
18. To have one or more offices, to carry on all or any of its
operations and business, and without restriction or limit as to
amount, to purchase or otherwise acquire, hold, own, mortgage, sell,
convey or otherwise dispose of real and personal property of every
class, and
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<PAGE> 6
description in the Commonwealth of Puerto Rico and in any of the
states, districts, territories or possessions of the United States,
and in any and all foreign countries, subject to the laws of such
state, district, territory or possession or country; provided,
however, that the Corporation, with respect to real property
located in the Commonwealth of Puerto Rico, shall be subject to the
provisions of Section 14 of Article VI of the Constitution of the
Commonwealth of Puerto Rico.
The foregoing clauses shall be construed as powers as well as objects and
purposes and the matters expressed in each clause shall, except as otherwise
expressly provided, be in no way limited by reference to, or inference from,
the terms of any other clause, but shall be regarded as independent objects,
purposes and powers. The enumeration of specific objects, purposes and powers
shall not be construed to limit or restrict in any manner the meaning of the
general terms on which the general powers of the Corporation are described
herein, nor shall the expression of one power, object or purpose be deemed to
exclude another not expressed, although it be of like nature. The Corporation
shall possess, exercise and enjoy all of the rights, privileges and powers
granted to or conferred upon corporations by the laws of the Commonwealth of
Puerto Rico, as well as by any laws, which may be hereafter enacted amending,
supplementing or replacing the same. The foregoing enumeration of specific
powers is not intended to be exclusive of, or to be a waiver of any of the
powers, rights, or privileges granted or conferred by said laws, now or
hereafter in force.
FOURTH: The authorized capital of the Corporation shall be ONE MILLION
DOLLARS ($1,000,000) consisting of two classes of shares to be designated
respectively "Common" and "Class A Preferred Stock".
5
<PAGE> 7
The total number of shares of Common Stock which the Corporation shall have
authority to issue is FIVE HUNDRED THOUSAND (500,000) with a par value of ONE
DOLLAR ($1.00) per share. The total number of shares of Class A Preferred
Stock which the Corporation shall have authority to issue is FIVE HUNDRED
THOUSAND (500,000) with a par value of ONE DOLLAR ($1.00) per share.
The preferences, privileges, rights and restrictions granted or imposed on
the Class A Preferred Stock are as follows:
(a) Dividends. (i) The dividends per share, if any, payable on the Class A
Preferred Stock shall be determined from time to time by the Board of Directors
of the Corporation. Notwithstanding anything herein to the contrary, the
aggregate dividend declared by the Board of Directors and paid on the shares of
Class A Preferred Stock issued and outstanding shall be, in no case, less than
ninety-five (95%) of the aggregate dividend then declared by the Board of
Directors and paid on all classes of capital stock. Dividends on the Class A
Preferred Stock shall be payable on a date to be established by the Board of
Directors (such date is referred to herein as a "Class A Preferred Dividend
Payment Date"). Each such dividend shall be paid to the holders of record of
shares of Class A Preferred Stock as they appear on the stock books of the
Corporation on a record date to be established by the Board of Directors that
is not more than 50 nor less than 10 days preceding the applicable Class A
Preferred Dividend Payment Date.
(ii) So long as any shares of Class A Preferred Stock are outstanding,
unless the dividend provided in Paragraph (b)(i) has
6
<PAGE> 8
been paid (or declared and a sum sufficient for the payment thereof has been
set apart for such payment), no dividends (including a dividend in the form of
Common Stock or any other preferred or special stock) shall be declared or paid
or set aside for payment or other distribution declared or made upon the Common
Stock or any other preferred or special stock by the Corporation.
(b) Voting. Except as may be provided by law, in this Paragraph (b) or in
this Certificate of Incorporation, holders of shares of Class A Preferred Stock
shall not have any voting powers, either general or special. Notwithstanding
the above, except as otherwise provided by law, the Corporation shall not
amend, alter or repeal any of the voting rights, designations, preferences or
other rights of the holders of shares of Class A Preferred Stock so as to
adversely affect such voting rights, designations, preferences or other rights,
without the vote or consent of all the holders of the outstanding shares of
Class A Preferred Stock, voting or consenting separately as a class. For
purposes of this Paragraph (b), the holders of shares of Class A Preferred
Stock shall have one vote per share.
(c) Liquidation Rights. (i) Upon the dissolution, liquidation or winding
up of the Corporation, the holders of the shares of Class A Preferred Stock
shall be entitled to receive and to be paid out ninety-five percent (95%) of
the total assets of the Corporation available for distribution to its
stockholders, before any payment or distribution shall be made on the Common
Stock or any other preferred or special stock.
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<PAGE> 9
(ii) After the payment to the holders of the shares of the Class A
Preferred Stock of the full preferential amounts provided for in this Paragraph
(c), the holders of shares of Class A Preferred Stock as such shall have no
right or claim to any of the remaining assets of the Corporation.
(d) No Other Rights. The shares of Class A Preferred Stock shall not have
any relative, participating, optional or other special rights and powers other
than as set forth above in this Certificate of Incorporation, or on any
amendment thereof.
FIFTH: The minimum amount of capital with which the Corporation will
commence business is ONE THOUSAND DOLLARS ($l,000.00).
SIXTH: The names and places of residence of the incorporators are as
follows:
<TABLE>
<CAPTION>
Name Place of Residence
---- ------------------
<S> <C>
Francis Ramos E-2 Ecuador Street
Urb. Oasis Gardens
Guaynabo, Puerto Rico 00969
Mayobanex Luna Golden Court I Condominium
Apt. M-2
Hato Rey, Puerto Rico 00918
Amneriz Veloso Street #2 Block B-28
Alturas de Sans Souci
Bayamon, Puerto Rico 00961
</TABLE>
SEVENTH: The Corporation shall have a perpetual existence.
EIGHTH: The private property of the stockholders of the Corporation shall
not be subject to the payment of corporate debts to any extent whatsoever.
8
<PAGE> 10
NINTH: The Corporation may enter into contracts or transact business with
any one or more of its stockholders or directors, or with any firm in which one
or more of its stockholders or directors is a partner, or with any corporation
or association in which one or more of its stockholders or directors is a
stockholder, director or officer, and such contract or transaction shall not be
invalidated or in any way affected by the fact that such stockholder or
director have or may have interests therein which are or might be adverse to
the interest of the Corporation, even though the vote of the stockholder or
director having such adverse interest shall have been necessary to obligate the
Corporation upon such contract or transaction; provided that the fact of such
interest shall be disclosed or known to the other stockholders and directors
acting upon or in reference to such contract or transaction. Any director of
this corporation who is also a director or officer of any such other
corporation or who is an interested party as expressed herein, may be
considered to determine the existence of quorum at any meeting of the Board of
Directors in which said contract or transaction is authorized with the same
force and effect as if he or she was a director with no interest in such
contract or transaction. No stockholder or director having such disclosed or
known adverse interest shall be liable to the Corporation or to any stockholder
or creditor thereof, or to any other person, for any loss incurred by it under
or by reason of such contract or transaction, nor shall any such
9
<PAGE> 11
stockholder or director be accountable for any gains or profits realized
thereon.
TENTH: The directors and/or stockholders of the Corporation may put into
effect and carry out such stock, employee benefit or retirement plans as may
from time to time be approved by such directors and/or stockholders for the
distribution among the officers and employees of the Corporation, or any of
them, in addition to their regular salaries or wages if any, of part of the
earnings of the Corporation, in consideration or in recognition of the services
rendered by such officers and employees or as an inducement to future efforts.
No such stock, employee benefit or retirement plan shall be invalidated or in
any way affected by the fact that any stockholder or director shall be a
beneficiary thereunder or shall vote for any such stock, employee benefit or
retirement plan under which such stockholder or director may employee benefit
or for any distribution thereunder in which such stockholder or director may
participate.
ELEVENTH: The stockholders and directors may hold their meetings, and the
Corporation may have an office or offices, outside of the Commonwealth of
Puerto Rico. Any action required or permitted by law to be taken at any annual
or special meeting of stockholders of this Corporation, including but not
limited to, the election of directors, 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, are signed by all of the
10
<PAGE> 12
stockholders who would have been entitled to vote upon the action if such
meetings were held.
TWELFTH: The books of the Corporation may be kept (subject to any
provisions contained in the statutes of the Commonwealth of Puerto Rico or in
the statutes of any state in which the Corporation may qualify to do business)
outside of the Commonwealth of Puerto Rico at such place or places as may from
time to time be designated by the Board of Directors or in the By-laws of the
Corporation.
THIRTEENTH: In furtherance, and not in limitation of the powers conferred
by the laws of the Commonwealth of Puerto Rico, the Board of Directors of the
Corporation is expressly authorized:
1 To make, alter or repeal the By-laws of the Corporation,
subject to the authority of the stockholders to alter or repeal the
By-laws approved by the Board of Directors.
2. By resolution passed by a majority of the whole Board of
Directors, to designate one or more committees to consist of two or
more of the directors of the Corporation, which to the extent
provided in the resolution or in the Bylaws of the Corporation,
shall have and may exercise the powers of the Board of Directors 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. Such committee(s) shall have such
name(s) as may be stated in the By-laws of the Corporation or as may
be determined from time to time by resolution adopted by the Board
of Directors.
3. To exercise all the powers of the Corporation except those
conferred by law, by this Certificate of Incorporation or by the
By-laws of the Corporation upon the stockholders.
FOURTEENTH: The following provisions shall apply to the indemnification of
officers, directors, employees and agents and
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<PAGE> 13
the purchase of insurance on behalf of any of them by the Corporation:
1. The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
2. The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise
12
<PAGE> 14
in defense of any action, suit or proceeding referred to in subsections (1) and
(2) of this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
4. Any indemnification under subsections l and 2 of this section (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standards of conduct set forth in subsections 1 and 2 of this
section. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.
5. Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
6. The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
7. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
8. For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent
13
<PAGE> 15
of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employee or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation, as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
9. For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
section.
10. The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
FIFTEENTH: Directors may be removed, with or without cause, at any time by
either:
1. the vote of the holders of a majority of the stock of the
Corporation issued and outstanding and entitled to vote and present,
in person or by proxy at any meeting of stockholders called for the
purpose; or
2. an instrument or instruments in writing addressed to the
Board of Directors directing such removal and signed by the holders
of all the shares of capital stock of the Corporation issued and
outstanding and entitled to vote;
3. Upon the occurrence of any of the above described events, the
term of each such director who shall be so removed shall terminate.
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<PAGE> 16
SIXTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation and to add
any other provisions authorized by the laws of the Commonwealth of Puerto Rico,
in the manner now or hereafter prescribed by such laws.
IN WITNESS WHEREOF, we, the undersigned, being all of the Incorporators
hereinabove stated, have hereunto set our respective hands and seals. At San
Juan, Puerto Rico, this 21st day of September, 1994.
/s/ Francis Ramos
------------------
Francis Ramos
/s/ Amneriz Veloso
------------------
Amneriz Veloso
/s/ Mayobanex Luna
------------------
Mayobanex Luna
AFFIDAVIT NO. 700
Sworn and subscribed to before me by Francis Ramos, of legal age, single,
legal assistant, and resident of Guaynabo, Puerto Rico; Mayobanex Luna, of
legal age, married, legal assistant, and resident of Hato Rey, Puerto Rico; and
Amneriz Veloso, of legal age, single, legal assistant and resident of Bayamon,
Puerto Rico. To me personally known at San Juan, Puerto Rico, this 21st day of
September, 1994.
/s/Jose Julian Alvarez Maldonado
--------------------------------
NOTARY PUBLIC
TPA3-559385
15
<PAGE> 1
EXHIBIT 3.144.2
BY-LAWS
OF
S & E NETWORK INC.
<PAGE> 2
S & E NETWORK INC.
BYLAWS
<TABLE>
<S> <C> <C>
ARTICLE I. BOARD OF DIRECTORS AND OFFICERS
1.1. Board of Directors............................................
1.1.1 Powers.................................................
1.1.2 Election, Term, Vacancies..............................
1.1.3 Regular Meetings.......................................
1.1.4 Notice of Meetings.....................................
1.1.5 Quorum.................................................
1.1.6 Compensation...........................................
1.1.7 Committees.............................................
1.2 Officers......................................................
1.2.1 General................................................
1.2.2 President..............................................
1.2.3 Vice-Presidents........................................
1.2.4 Secretary..............................................
1.2.5 Treasurer..............................................
1.2.6 Other Officers.........................................
1.3 General Provisions............................................
1.3.1 Removal................................................
1.3.2. Interests of Directors or Officers in
Other Corporations.....................................
ARTICLE II. STOCKHOLDERS
2.1. Meetings......................................................
2.2 Special Meetings..............................................
2.3 Place of Meetings.............................................
2.4 Notice of Meetings............................................
2.5 Voting Rights; Proxies, Limitations...........................
2.6 Action by Written Consent.....................................
2.7 Quorum........................................................
ARTICLE III. STOCK
3.1 Certificates..................................................
3.2 Transfers.....................................................
3.3 Record Dates..................................................
3.4 Loss or Destroyed Certificates; Issuance of
New Certificates..............................................
3.5 Dividends; Declaration and Payment............................
ARTICLE IV. FINANCES
4.1 Checks, Drafts, etc...........................................
4.2 Annual Reports................................................
4.3 Fiscal Year...................................................
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE V. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.
5.1 ..............................................................
5.2 ..............................................................
5.3 ..............................................................
5.4 ..............................................................
Article VI. MISCELLANEOUS PROVISIONS
6.1 Corporate Seal ...............................................
6.2 Bonds ........................................................
6.3 Voting Upon Shares in Other Corporations .....................
6.4 Amendments ...................................................
</TABLE>
3
<PAGE> 4
S & E NETWORK INC.
Bylaws
ARTICLE I. BOARD OF DIRECTORS AND OFFICERS
1.1. BOARD OF DIRECTORS. The business of the Corporation shall be conducted and
managed by a Board of Directors, which in number shall be no less than three (3)
directors and which need not be stockholders of the Corporation.
1.1.1. POWERS. The Board of Directors may exercise all of the powers of the
Corporation except such as are by statute, by the Certificate of Incorporation
or by these Bylaws conferred upon or reserved to the stockholders. All of the
powers and the authority conferred on the directors of the Corporation shall be
enjoyed and exercised to the benefit of the stockholders of the Corporation and
for the prudent furtherance of its business and matters as well as the promotion
of its objectives and purposes.
1.1.2. ELECTION, TERM, VACANCIES. The first Board of Directors may be
elected by the incorporators of the Corporation. Thereon, the members of the
Board of Directors may be elected by the stockholders, by (i) ballot, at their
annual meeting or at any other time appointed by the Board of Directors or the
stockholders, (ii) written consent as provided in Section 2.6 hereof. Each
director shall hold office until his successor shall have been chosen and
qualified, or until he shall have resigned, or shall have been removed. After
the first Board of Directors has been elected, no change shall be made in the
sixty (60) days immediately preceding following elections. Any change shall be
notified to each stockholder at his mailing address twenty (20) days in advance.
Vacancies and newly created directorships as a result of an increase in the
authorized number of directors, may be filled by the vote of a majority of the
remaining directors, although such majority is less than a quorum.
1.1.3. REGULAR MEETINGS. The Board of Directors may elect the date and
place of its regular meetings which shall take place no less than once a year
but shall meet as soon as possible after each meeting of stockholders at which a
Board of Directors shall have been elected. In addition, special meetings of the
Board of Directors may be called at any time or place by the President or by a
majority of the directors in writing. All meetings of the Board of Directors
shall be held at such place or places within or outside of Puerto Rico as may be
designated from time to time by the Board of Directors.
1.1.4. NOTICE OF MEETINGS. Notice of the place, day, hour and purposes of
every meeting shall be given in writing to each director at least 24 hours
before the meeting by delivering the same to him personally, or by leaving the
same at his residence or
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<PAGE> 5
usual place of business, or by mailing such notice to him, postage prepaid, at
his home or business address, or via facsimile, at least 24 hours before the
meeting except as otherwise provided by law. No notice of any meeting of the
Board of Directors need be given to any director who, in writing, either before,
on, or after the date of said meeting, waives such notice.
1.1.5. QUORUM. At all meetings of the Board of Directors, a majority of the
directors, equal to at least one-third (1/3) of the total number of directors
and in no case less than two (2) directors, shall constitute a quorum for the
transaction of business. Except in cases in which it is by statute, by the
charter or by the Bylaws otherwise provided, the vote of a majority of such
quorum at a duly constituted meeting shall be sufficient to elect and pass any
measure. In the absence of a quorum, the directors present by a majority vote
may adjourn the meeting until a quorum shall attend. At any further meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.
1.1.6. COMPENSATION. By resolution of the Board of Directors, a fixed sum
and expenses of attendance may be allowed to directors for attendance at each
regular or special meeting of the Board of Directors. Directors shall not
receive any other compensation for services rendered as Directors of the
Corporation, provided that nothing herein contained shall be construed to
preclude a director from serving the Corporation in any other capacity, and
receiving compensation therefor.
1.1.7. COMMITTEES. The Board of Directors may at any time elect, by
resolution, one or more committees composed of two or more directors of the
Corporation. To the extent provided by law, and as specified in the resolution,
said committees shall have and exercise all of the powers conferred on the Board
of Directors in the management of the business and other matters of the
Corporation, except the removal and election of officers.
1.2. OFFICERS.
1.2.1. GENERAL. The Board of Directors shall elect the officers of the
Corporation and the officers shall hold office until their successors have been
chosen and qualified or until said officers shall have resigned or shall have
been removed. The officers shall consist of a President, a Secretary, and a
Treasurer and, any other officers and agents as the Board of Directors may deem
advisable. Any two, but not more than two, of the above mentioned offices,
except those of President and Secretary, may be held by the same person.
1.2.2. PRESIDENT. The president shall be elected from among the Directors.
The president shall preside at all meetings of the stockholders and the Board of
Directors at which he shall be
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<PAGE> 6
present; he shall have, subject to the control of the Board of Directors,
general charge and supervision of the business of the Corporation; he may sign
and execute in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts or other instruments, except as otherwise provided by the
Certificate of Incorporation, these Bylaws, or by resolution of the Board of
Directors; and shall perform such other duties, as from time to time may be
assigned to him by the Board of Directors.
1.2.3. VICE-PRESIDENTS. The vice-presidents, at the request of the
president or in his absence, or during his inability to act, shall perform the
duties and exercise the functions of the president, and when so acting, shall
have the powers of the president. If there be more than one vide-president, the
Board of Directors shall assign specific duties to each. If such determination
is not made by the Board of Directors, the vice-presidents may perform any
duties or exercise any functions as may be necessary. The vice-presidents shall
have such other duties as the Board of Directors or the president shall
prescribe from time to time.
1.2.4. SECRETARY. The secretary shall keep the minutes of all meetings of
the stockholders and of the Board of Directors, in books provided for the
purpose; he shall see that all notices are duly given in accordance with the
provisions of the Bylaws or as required by law; he shall be custodian of the
records of the Corporation; he shall see that the corporate seal is affixed to
all documents as may be necessary; and, shall perform all duties incident to
the office of a secretary of a corporation and such other duties as from time
to time may be assigned to him by the Board of Directors or the president.
1.2.5. TREASURER. The treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall deposit or cause to be deposited in the name of the Corporation, all
moneys or other valuable effects in such banks, trust companies or other
depositaries as shall from time to time be designated by the Board of
Directors; he shall render to the president and to the Board of Directors,
whenever requested, an account of the financial condition of the Corporation,
and in general, he shall perform all the duties incident to the office of the
treasurer of a corporation, and such other duties as may be assigned to him by
the Board of Directors or the president.
1.2.6. OTHER OFFICERS. The Corporation may have any other officers and
agents as the Board of Directors or the stockholders may deem necessary
including, but not limited to, one or more vice-presidents, one or more
assistant secretaries, and one or more assistant treasurers, which shall be
elected by the Board of Directors or the stockholders and shall have such
duties as from time to time may be designated to them by the Board of
Directors or
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the president.
1.3. GENERAL PROVISIONS.
1.3.1. REMOVAL. Directors and officers may be removed, with or without
cause, at any time by either (a) the vote of the holders of a majority of the
stock of the Corporation issued and outstanding and entitled to vote and
present, in person or by proxy at any meeting of stockholders called for the
purpose; or (b) an instrument or instruments in writing addressed to the Board
of Directors directing such removal and signed by the holders of a majority of
the stock of the Corporation issued and outstanding and entitled to vote; and
thereupon the term of each such director who shall be so removed shall
terminate.
1.3.2. INTERESTS OF DIRECTORS OR OFFICERS IN OTHER CORPORATIONS. No contract or
transaction entered into by the Corporation and any other corporation, whether
such other corporation is related or not to the Corporation by the direct or
indirect dominion of the Corporation of the majority of shares of capital stock
of said other corporation or vice versa, and no action by the Corporation,
provided it is free of any type of fraud, shall be affected in any manner nor
shall be in any way invalidated in the event that any director or officer of
the Corporation shall have any pecuniary or other interests in, or act as a
director or officer of said other corporation or in the event that such other
corporation shall be somehow related to the Corporation. Any director or
officer of the Corporation, individually, or any other firm or association of
which any director or officer is a member, may be a part of, or have pecuniary
or other interests in, may enter into any contract or transaction with any
corporation, provided that said contract or transaction shall have been
disclosed to the Board of Directors or to a majority of the members of the
same, in any meeting or other session in which any action or business may be
transacted in connection with such contract or other transaction. Any director
or officer of the Corporation that shall also be a director or officer of such
other corporation or that may have interests as mentioned above, shall be part
of the quorum in any meeting or other session of the Board of Directors in
which said contract or other transaction.
ARTICLE II. STOCKHOLDERS
2.1. MEETINGS. After the first meeting of incorporators, the meetings of
the stockholders shall be held annually. The president of the Corporation or
the stockholders shall elect the date and time of the meetings and the
stockholders shall meet on the same time and date each year except if a legal
holiday, and then on the following working day.
2.2. SPECIAL MEETINGS. At any time in the interval between
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<PAGE> 8
annual meetings, special meetings of the stockholders may be called by a
majority of the Board of Directors by vote at a meeting or in writing with or
without a meeting, or by the holders of a majority of shares of stock of the
Corporation or by the president or the treasurer of the Corporation.
2.3. PLACE OF MEETINGS. All meetings of stockholders shall be held at the
principal office of the Corporation in Puerto Rico, or at such other place
permitted by law as the majority of the stockholders or of the directors may
designate or by the president of the Corporation.
2.4. NOTICE OF MEETINGS. Written or printed notice of every annual or
special meeting of the stockholders, stating the time and place and the
business proposed to be transacted, shall be given to each stockholder entitled
to vote thereat, by delivering the same personally, or by leaving the same at
his residence or usual place of business, or by mailing such notice to him,
postage prepaid, at his address as it appears upon the records of the
Corporation during the period provided by law. No notice of any meeting of
stockholders need be given to any stockholder who, in writing, executed and
filed with the records of the meeting either before, on, or after the holding
thereof, waives such notice. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place and
no notice need be given of any such adjourned meeting other than by
announcement. No business shall be transacted at any such meeting other than as
named in the notice.
2.5. VOTING RIGHTS; PROXIES, LIMITATIONS. Each stockholder shall at every
meeting of the stockholders be entitled to one (1) vote, in person or by proxy,
for each share of the capital stock of the Corporation held by such
stockholder, but no proxy shall be voted on after one year from its date unless
the proxy provides for a longer period. Every proxy shall be in writing,
subscribed by the stockholder or his duly authorized attorney, and dated, but
need not be sealed, witnessed or acknowledged.
2.6. ACTION BY WRITTEN CONSENT. Any action required or permitted by law to
be taken at any annual or special meeting of stockholders of this Corporation,
including but not limited to, the election of directors, may be taken without a
meeting, without notice and without a vote, if a consent or consents in writing
setting forth the action so taken, are signed by all the stockholders who would
have been entitled to vote upon the action if such meetings were held. In the
event that any action which is consented to in writing is such as would have
required the filing of a certificate, said certificate shall state that written
consent has been given.
2.7. QUORUM. At all meetings of the stockholders, the presence in person
or by proxy of stockholders entitled to cast a
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<PAGE> 9
majority in number of votes shall be necessary to constitute a quorum for the
transaction of business. Except in cases in which it is by statute, by the
charter or by the Bylaws otherwise provided, a majority of the votes cast at a
duly constituted meeting shall be sufficient to elect and pass any measure. In
absence of a quorum, the holders of the majority of stock, present in person or
by proxy at any meeting, may adjourn the meeting until a quorum shall attend.
At any further meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting originally called.
Article III: STOCK
3.1. CERTIFICATES. Each stockholder shall be entitled to a certificate or
certificates, certifying the number and kind of shares owned by him, signed by
the president or vice president and the treasurer or the secretary on behalf of
the Corporation, and sealed with the seal of the Corporation or a facsimile of
such seal. Stock certificates shall be in such form, not inconsistent with law,
as shall be approved by the Board of Directors. When certificates of stock of
any class are signed by a transfer agent or signed by a transfer clerk on
behalf of the Corporation and by a registrar, the signature thereon of the
president or vice-president and the treasurer or secretary may be a facsimile.
In case any officer or officers of the Corporation who shall have signed any
such certificate or certificates, or whose facsimile signatures have been used
in said certificate or certificates, shall cease to be such officer or
officers, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
issued and delivered.
3.2. TRANSFERS. All transfers of stock shall be made on the books of the
Corporation by the holder of the shares in person or by his attorney upon
surrender and cancellation of certificates for a like number of shares. Any
title to a certificate and the shares represented thereby that may be otherwise
transferred in any other manner permitted by law shall be done in the books of
the Corporation immediately thereafter. The Board of Directors may adopt, by
resolution, any conditions, restrictions, or limitations over the transfer of
shares of capital stock and may elect transfer agents or registrar. Any such
conditions, restrictions or limitations shall be legibly set forth upon any
certificate or certificates representing shares of stock of the Corporation.
Any condition, restriction or limitation which shall not have been set forth in
the appropriate certificate or certificates shall nevertheless bind the holder
thereof provided that said condition, restriction or limitation was duly
notified upon purchase and/or transfer of such certificate or certificates and
its omission was the result of an error of the printing job or in good faith.
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<PAGE> 10
3.3. RECORD DATES. The Board of Directors is authorized to fix the time,
not exceeding twenty days preceding the date of any meeting of stockholders, any
dividend payment date or any date for the allotment of rights, during which the
books of the Corporation shall be closed against transfers of stock.
3.4. LOST OR DESTROYED CERTIFICATES; ISSUANCE OF NEW CERTIFICATES. In case
any certificate of stock is lost, stolen, mutilated or destroyed, the Board of
Directors may authorize the issuance of a new certificate in place thereof upon
such terms and conditions as it may deem advisable, or the Board of Directors
may delegate such power to any officer or officers of the Corporation, by the
Board of Directors or such officer or officers, in their discretion, may refuse
to issue such new certificate, save upon the order of a court having
jurisdiction.
3.5. DIVIDENDS; DECLARATION AND PAYMENT. Dividends may be declared and paid
by the Board of Directors from time to time out of the net assets in excess of
the capital (i.e., the surplus) of the Corporation, computed under generally
accepted accounting practices, and shall be payable at such time or times as the
Board of Directors shall determine.
ARTICLE IV: FINANCES
4.1. CHECKS, DRAFTS, ETC. All checks, drafts and orders for the payment of
money, notes and other evidence of indebtedness, issued in the name of the
Corporation, shall be signed by such persons as the Board of Directors may from
time to time designate.
4.2. ANNUAL REPORTS. A balance sheet prepared in accordance with generally
accepted accounting principles, showing the financial condition of the
Corporation at the close of its operations, duly audited by a certified public
accountant licensed by the Commonwealth of Puerto Rico shall be, if requested,
presented at the annual meeting of stockholders. Once presented and approved,
such report shall be delivered to the principal office of the Corporation and
subsequently filed in the Department of State in accordance with the
requirements provided by law no later than April 15 of each year or any other
dates as may be provided by law or the Secretary of State. The stockholders may
otherwise request an independent report in any other manner and with any other
information as the stockholders may deem necessary.
4.3. FISCAL YEAR. The fiscal year of the Corporation shall be determined
by the Board of Directors.
ARTICLE V: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYERS AND AGENTS;
INSURANCE.
5.1. A Director of the Corporation shall not be liable to the Corporation
or its Stockholders for monetary damages for breach of
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fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its Stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of the law, (iii) under Section 521 of the Puerto Rico
General Corporation Law, or (iv) for any transaction from which the Director
derived an improper personal benefit.
5.2. The Corporation shall indemnify any person who is or was a Director,
Officer, Employee or Agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by applicable law and the Certificate of Incorporation
of this Corporation. The determination as to whether such person has met the
standard required for indemnification shall be made in accordance with
applicable law and the Certificate of Incorporation of this Corporation.
5.3. Expenses incurred by such a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article FIFTH.
5.4. The foregoing indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
applicable law, the Certificate of Incorporation, By-law, agreement, vote of
Stockholders or disinterested Directors or otherwise.
5.5. The provisions of this Article FIFTH shall be deemed to be a contract
between the Corporation and each person who serves as such a director, officer,
employee or agent of the Corporation in any such capacity at any time while
this Article FIFTH is in effect. No repeal or modification of the foregoing
provisions of this Article FIFTH nor, to the fullest extent permitted by law
and the Certificate of Incorporation, any modification of law shall adversely
affect any right or protection of a Director, Officer, Employee or Agent of the
Corporation existing at the time of such repeal or modification.
ARTICLE VI: MISCELLANEOUS PROVISIONS
6.1. CORPORATE SEAL. The Board of Directors shall provide a suitable seal
or a facsimile thereof, bearing the name of the Corporation, which shall be in
charge of the secretary. Such seal or facsimile may be altered by the Board of
Directors and may be affixed, stamped, reproduced, or used in any manner as may
approve the Board of Directors.
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6.2. BONDS. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.
6.3. VOTING UPON SHARES IN OTHER CORPORATIONS. Any shares in other
corporations or associations, which may from time to time be held by the
Corporation, may be voted at any meeting of the shareholders thereof by the
president or by proxy or proxies appointed by him. The Board of Directors,
however, may by resolution appoint some other person or persons who shall be
entitled to vote such shares.
6.4. AMENDMENTS. Any and all provisions of these Bylaws may be altered,
amended, or repealed and/or new Bylaws adopted at any annual or special meeting
of stockholders, or any regular or special meeting of the Board of Directors
called for that purpose.
Approved on the 22 day of September, 1994.
/S/
-----------------------------------------
Secretary
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<PAGE> 1
EXHIBIT 3.145.1
ARTICLES OF INCORPORATION
OF
CHANNEL 56 OF ORLANDO, INC.
The undersigned, acting as incorporator of Channel 56 of Orlando, Inc.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
CHANNEL 56 OF ORLANDO, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
14444 66th Street North
Clearwater, Florida 34624
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
18401 U.S. Highway 19, North, Clearwater, Florida 34624 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson 18401 U.S. Highway 19, North
Clearwater, Florida 34624
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE VIII. INITIAL BOARD OF DIRECTORS
The corporation shall have six directors initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The names and street
addresses of the initial directors are:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
James L. West 1444 66th Street N.
Clearwater, Florida 34624
Dan Stuecher 1444 66th Street N.
Clearwater, Florida 34624
Eric O. Taylor 1444 66th Street N.
Clearwater, Florida 34624
Charles Morgan 1444 66th Street N.
Clearwater, Florida 34624
Donald Kelly 1444 66th Street N.
Clearwater, Florida 34624
Paul Williams 1444 66th Street N.
Clearwater, Florida 34624
</TABLE>
<PAGE> 3
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 2nd day of D ecember, 1994.
/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator
-3-
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That CHANNEL 56 OF ORLANDO, INC. desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 18401 U.S. Highway 19, North, City of Clearwater,
State of Florida, has named William L. Watson as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
TP2-235371
38912-2
-4-
<PAGE> 1
EXHIBIT 3.145.2
AMENDED & RESTATED BYLAWS
OF
CHANNEL 56 OF ORLANDO, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except
<PAGE> 2
when the shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the
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requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have six directors
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
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SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes
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a quorum for the transaction of business. The act of the majority of the
directors at a meeting at which a quorum is present is the act of the board of
directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All
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officers shall hold office until their successors have been appointed and have
qualified or until their earlier resignation, removal from office, or death. One
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in
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the name of the Corporation in the banks, trust companies, or other depositaries
as shall be selected by the board of directors, and (c) in general perform all
the duties incident to the office of treasurer and other duties as from time to
time may be assigned to him by the chairman of the board, the president, or the
board of directors. If required by the board of directors, the treasurer shall
give a bond for the faithful discharge of his duties in the sum and with the
surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within
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its designated authority, if the director reasonably believes that the committee
is competent. The foregoing right of indemnification or reimbursement shall not
be exclusive of other rights to which the person, his heirs, or personal
representatives may be entitled. The Corporation may, upon the affirmative vote
of a majority of its board of directors, purchase insurance for the purpose of
indemnifying these persons. The insurance may be for the benefit of all
directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
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EXHIBIT 3.146.1
CERTIFICATE OF INCORPORATION
OF
TRAVEL CHANNEL ACQUISITION CORPORATION
FIRST. The name of the corporation is Travel Channel Acquisition
Corporation.
SECOND. Its registered office in the State of Delaware is located at 1209
Orange Street, City of Wilmington, County of New Castle, DE 19801. The
registered agent in charge thereof is The Corporation Trust Company.
THIRD. The purpose or purposes of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware, and to have and exercise all
the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law of the State of Delaware.
FOURTH. The amount of the total authorized capital stock of this
corporation shall be ten thousand (10,000) shares, par value one cent ($0.01)
per share.
FIFTH. The name and mailing address of the incorporator is as follows:
Sarah J. Welch
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation shall have the following
powers:
(a) To adopt, and to alter or amend the Bylaws and to fix the amount to be
reserved as working capital; and
(b) With the consent in writing or pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.
SEVENTH. The stockholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the stockholders
or directors, except as otherwise required by the laws of the State of
Delaware.
<PAGE> 2
EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and
powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers.
The objects, purposes and powers specified in this Certificate of Incorporation
are in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.
NINTH. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Delaware. A director shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director, provided that the liability of a director (i) for any breach of the
director's loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, () under Section 174 of Title 8 of the Delaware Code,
or (iv) for any transaction from which the director derived an improper
personal benefit shall not be eliminated or limited hereby.
TENTH. The corporation shall have perpetual existence.
The undersigned, Sarah J. Welch, for the purpose of forming a corporation
under the laws of the State of Delaware, does hereby make, file and record this
Certificate of Incorporation and does hereby certify that the facts herein
stated are true, and has accordingly hereunto set her hand and seal.
/s/ Sarah J. Welch
-------------------------------
Sarah J. Welch,
Incorporator
Dated: June 11, 1997
<PAGE> 1
EXHIBIT 3.146.2
BYLAWS
OF
TRAVEL CHANNEL ACQUISITION CORPORATION
ARTICLE I
OFFICES
Section 1. The registered office shall be located at 1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware and the United States as the Board
of Directors may from time to time determine or as the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware or the United States, 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 the notice thereof. Meetings of stockholders for any other purpose may
be held at such time and place, within or without the State of Delaware or the
United States, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders shall be held on such
date and at such time as shall be designated from time to time by the Board of
Directors. At the annual meeting, the stockholders shall elect the Board of
Directors and shall transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and time of the meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting.
Section 4. Special meetings of the stockholders for any purpose or
purposes, unless otherwise provided by statute, the Certificate of Incorporation
or these Bylaws, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors or at the request in writing of stockholders owning a majority of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such requests shall state the purpose or purposes of the proposed meeting.
Section 5. Written notice of a special meeting shall state the place,
date and time of the meeting and the purpose or
<PAGE> 2
purposes for which the meeting is called and shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting.
Section 6. Business transacted at any special meeting of the
stockholders shall be limited to the purpose or purposes stated in the notice,
unless the holders of a majority of the issued and outstanding shares entitled
to vote otherwise consent thereto either at the special meeting or in writing
executed subsequent to the meeting.
Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every annual
or special meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to examination by any stockholder for
any purpose germane to the meeting during ordinary business hours, and 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 (if not so specified) at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present at the meeting.
Section 8. The holders of a majority of the issued and outstanding
shares entitled to vote thereat, who are present in person or represented by
proxy at the meeting, shall constitute a quorum at all annual and special
meetings of the stockholders for the transaction of business, unless otherwise
provided by statute, the Certificate of Incorporation or these Bylaws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, 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 that might have
been transacted at the meeting as originally described in the notice to the
stockholders. 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.
Section 9. When a quorum is present at any annual or special meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy at the meeting shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of
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statute, the Certificate of Incorporation or these Bylaws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, each stockholder shall at every annual or special
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted or acted upon after a period of three years from its
date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
of the corporation 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. Such consent shall be filed
with the Secretary of the corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors that constitutes the Board of
Directors shall be at least one (1) and not more than ten (10). The first Board
of Directors shall initially consist of the number of directors as shall be
specified at the organizational meeting of the Corporation. Thereafter, within
the limits above specified, the number of directors shall be determined by
resolution of the Board of Directors or by the stockholders of the Common Stock
at the annual meeting. The directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 2 of this Article. Each director
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director. The directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
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Section 3. The business of the corporation shall be managed by its
Board of Directors, which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute, the Certificate of
Incorporation or these Bylaws directed or required to be exercised or done by
the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware or the
United States.
Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting. No notice of such meeting to the newly
elected directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present. If the stockholders fail to fix the time or
place of the first meeting of the newly elected Board of Directors or if this
meeting is not held at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors or
as shall be specified in a written waiver signed by all of the directors.
Section 3. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by
the President on three (3) days notice to each director, either personally, by
mail, by telegram or by telecopy. Such meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of a
majority of the directors.
Section 5. At all regular and special meetings of the Board of
Directors, a simple majority of the directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, unless otherwise specifically provided by statute, the Certificate of
Incorporation or these Bylaws. If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum shall be present.
Section 6. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required
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<PAGE> 5
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
the committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the proceedings of the Board of
Directors.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each consisting
of two or more 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. In the absence or
disqualification of a member of a committee, the member or members thereof
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.
Section 2. Except as provided below, any committee, to the extent
provided in the resolutions of the Board of Directors and in these Bylaws, shall
have and may exercise all of the powers and authority of the Board of Directors
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 that may
require it. No committee, however, shall have the power or authority to amend
the Certificate of Incorporation; to adopt an agreement of merger or
consolidation; to recommend to the stockholders the sale, lease, exchange or
other disposition of all or substantially all of the corporation's property and
assets; to recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution; or to amend these Bylaws; further, unless a
resolution of the Board of Directors, these Bylaws, or the Certificate of
Incorporation expressly so provides, no committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger.
Section 3. A committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.
Section 4. Each committee shall keep regular minutes of its meetings
and shall file them with the minutes of the proceedings of the Board of
Directors when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
Section 1. Unless otherwise provided by statute, the
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<PAGE> 6
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of the directors.
Section 2. The directors may be paid their expenses, if any, of
attending meetings of the Board of Directors. Such payments may take the form of
a fixed sum for attendance at each meeting or a stated salary as a director.
Members of committees may be allowed like compensation for attending committee
meetings.
Section 3. No payment permitted under this Article VI shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE VII
OFFICERS
Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chairman, a President, a Secretary and a Treasurer.
The Board of Directors may also choose additional Vice Presidents, and one or
more Assistant Secretaries and Assistant Treasurers. Any number of offices may
be held by the same person, unless otherwise provided by statute, the
Certificate of Incorporation or these Bylaws.
Section 2. The officers of the corporation shall be elected by the
Board of Directors at the Board's first meeting after each annual meeting of
stockholders.
Section 3. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby. Any vacancy occurring in any office
of the corporation shall be filled by the Board of Directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 5. The Chairman shall be the Chief Executive Officer of the
corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.
6
<PAGE> 7
Section 6. The President, subject to the Chairman, shall be the Chief
Operating Officer of the corporation, in the absence of the President shall
preside at all meetings of the shareholders and the Board of Directors, shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.
Section 7. In the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there are more
than one, the Vice Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice President shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all of the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for any committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. The Secretary shall have custody
of the corporate seal of the corporation, and he, or an Assistant Secretary,
shall have the authority to affix the same to any instrument requiring it, and
(when so affixed) it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 9. The Assistant Secretary, or if there are more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 10. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the
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<PAGE> 8
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors.
Section 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President, and the Board of Directors at
the Board's regular meetings or when the Board so requires, an account of all
his transactions as Treasurer and of the financial condition of the corporation.
Section 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 13. The Assistant Treasurer, or if there are more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statute, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean solely personal
notice, but such notice may be given in writing by mail addressed to such
director or stockholder at his address as it appears on the records of the
corporation with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of statute, 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.
8
<PAGE> 9
ARTICLE IX
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by the Chairman or Vice Chairman of the Board of
Directors, or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by the stockholder in the corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent or
a registrar (other than the corporation itself or an employee of the
corporation). 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, the certificate 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.
Section 3. The Board of Directors may direct that a new certificate or
certificates 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 that fact by the person claiming the certificate
to be lost, stolen 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, stolen 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 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.
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by the
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or entitled 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 of Directors may fix, in advance,
a record date that shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor
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<PAGE> 10
more than sixty (60) days prior to any other action. 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 date for the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner. The corporation shall be entitled to hold
liable for calls and assessments a person registered on its books as the owner
of shares. The corporation 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, regardless of whether the corporation shall have express or other notice
thereof, unless otherwise provided by statute, the Certificate of Incorporation
or these Bylaws.
ARTICLE X
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash,
property, or in shares of stock, unless otherwise provided by statute, the
Certificate of Incorporation or these Bylaws. 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 Board of Directors from time to time, in their
absolute discretion, may think proper as a reserve or reserves for
contingencies, equalizing dividends, repairing or maintaining any property of
the corporation, or for such other purpose or purposes as the Board of Directors
shall think conducive to the interests of the corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
Section 2. ANNUAL STATEMENTS. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
Section 3. 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 of Directors may from time to time designate.
Section 4. FISCAL YEAR. The fiscal year of the corporation shall be
designated by resolution of the Board of Directors.
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<PAGE> 11
Section 5. INDEMNIFICATION. The corporation shall have the power to
indemnify its officers, directors, employees and agents of the Corporation, and
such other persons as designated by the Board of Directors, to the full extent
as permitted under the laws of the State of Delaware.
Section 6. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization, and the name of the State
of Delaware. The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.
Section 7. AMENDMENTS. Unless such power is reserved to the
stockholders by statute, the Certificate of Incorporation or these Bylaws, these
Bylaws may be altered, amended or repealed or new Bylaws adopted either by the
stockholders or the Board of Directors (when such power is conferred upon the
Board of Directors by the Certificate of Incorporation, and subject to repeal or
change by action of the stockholders) at any annual meeting of the stockholders
or regular meeting of the Board of Directors, or at any special meeting of the
stockholders or the Board of Directors (if notice of such alteration, amendment,
repeal or adoption of new Bylaws is contained in the notice of such special
meeting), by a vote of a majority of the holders of stock having voting power
present in person or represented by proxy at such meeting at which there is a
quorum, or by a vote of a majority of the directors present at such meeting at
which there is a quorum (whichever is applicable).
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<PAGE> 1
EXHIBIT 3.147.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF WEST
PALM BEACH-67, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 19th day of March, 1998.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC., desiring to
organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, Esq.
as its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-521734.1
<PAGE> 1
EXHIBIT 3.147.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.148.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
LEXINGTON-67, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 1st day of April, 1998.
/s/ William L. Watson
--------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF LEXINGTON-67, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-526301.1
<PAGE> 1
EXHIBIT 3.148.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.149.1
ARTICLES OF INCORPORATION
OF
PAXSON LEXINGTON LICENSE, INC.
The undersigned, acting as incorporator of PAXSON LEXINGTON LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON LEXINGTON LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 1st day of April, 1998.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON LEXINGTON LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-526302.1
<PAGE> 1
EXHIBIT 3.149.2
BYLAWS
OF
PAXSON LEXINGTON LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.150.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PORTLAND-22, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of directors
may be either increased or diminished from time to time, as provided in the
bylaws, but shall never be less than one. The name and street address of the
initial director is:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607,0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLES X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on stockholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 25th day of March, 1998.
/s/ William L. Watson
--------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF PORTLAND-22, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
----------------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBT 3.150.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the
beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.151.1
ARTICLES OF INCORPORATION
OF
PAXSON SALEM LICENSE, INC.
The undersigned, acting as incorporator of PAXSON SALEM LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON SALEM LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 25th day of March, 1998.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON SALEM LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560807.1
<PAGE> 1
EXHIBIT 3.151.2
BYLAWS
OF
PAXSON SALEM LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the requirements of this section are met. If no demand for
adjournment is made, failure to comply with the requirements of this section
does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office of
treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated according to law, as to matters within its designated authority,
if the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.152.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF SAN
ANTONIO-26, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L.
Watson, Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 26th day of March, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<FF>
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560806.1
<PAGE> 1
EXHIBIT 3.152.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the requirements of this section are met. If no demand for
adjournment is made, failure to comply with the requirements of this section
does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One person may
simultaneously hold
5
<PAGE> 6
any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office of
treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated according to law, as to matters within its designated authority,
if the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.153.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF FARGO-27, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
FARGO-27, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF FARGO-27, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 24th day of April, 1998.
/s/ William L. Watson
------------------------------------
William L. Watson, Esq., Incorporator
<FF>
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF FARGO-27, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560805.1
<PAGE> 1
EXHIBIT 3.153.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF FARGO-27, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the requirements of this section are met. If no demand for
adjournment is made, failure to comply with the requirements of this section
does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office of
treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated according to law, as to matters within its designated authority,
if the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.154.1
ARTICLES OF INCORPORATION
OF
PAXSON TULSA LICENSE, INC.
The undersigned, acting as incorporator of PAXSON TULSA LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON TULSA LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 9th day of April, 1998.
/s/ William L. Watson
-------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON TULSA LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560804.1
<PAGE> 1
EXHIBIT 3.154.2
BYLAWS
OF
PAXSON TULSA LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the
2
<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
3
<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies
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<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.155.1
ARTICLES OF INCORPORATION
OF
PAXSON KNOXVILLE LICENSE, INC.
The undersigned, acting as incorporator of PAXSON KNOXVILLE LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON KNOXVILLE LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 14th day of April, 1998.
/s/ William L. Watson
-----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON KNOXVILLE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560803.1
<PAGE> 1
EXHIBIT 3.155.2
BYLAWS
OF
PAXSON KNOXVILLE LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the requirements of this section are met. If no demand for
adjournment is made, failure to comply with the requirements of this section
does not affect the validity of any action taken at the meeting.
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<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office of
treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated according to law, as to matters within its designated authority,
if the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
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<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.156.1
ARTICLES OF INCORPORATION
OF
PAX NET TELEVISION PRODUCTIONS, INC.
The undersigned, acting as incorporator of PAX NET TELEVISION PRODUCTIONS,
INC., under the Florida Business Corporation Act, adopts the following
Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAX NET TELEVISION PRODUCTIONS, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of directors
may be either increased or diminished from time to time, as provided in the
bylaws, but shall never be less than one. The name and street address of the
initial director is:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 601,0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed theses Articles of
Incorporation this 14th day of April, 1998.
/s/ William L. Watson
----------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAX NET TELEVISION PRODUCTIONS, INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated
in the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, Esq. as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
----------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-5260802.1
<PAGE> 1
EXHIBIT 3.156.2
BYLAWS
OF
PAX NET TELEVISION PRODUCTIONS, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting is
not held, by oversight or otherwise, a special meeting shall be held as soon as
practical, and any business transacted or election held at that meeting shall be
as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose shall be held when called by the chairman of the board, president, or
the board of directors, or when demanded in writing by the holders of not less
than ten percent (unless a greater percentage not to exceed fifty percent is
required by the articles of incorporation) of all the shares entitled to vote at
the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be given
to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be adjourned until the requirements of this section are met. If no demand for
adjournment is made, failure to comply with the requirements of this section
does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially. The
number of directors may be increased or diminished from time to time by action
of the board of directors or shareholders, but no decrease shall have the effect
of shortening the term of any incumbent director, unless the shareholders remove
the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be a
natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
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<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
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<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice, other than this bylaw, immediately after and at
the same place as the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place. Notice
of any adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
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<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be the
chief executive officer, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office of
treasurer and other
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<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a vacancy,
however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, and this Corporation may
advance his related expenses to the full extent permitted by Florida law. In
discharging his duty, any director, officer, employee, or agent, when acting in
good faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each case prepared
or presented by (1) one or more officers or employees of the Corporation whom
the director, officer, employee, or agent reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or (3) in the case of
a director, a committee of the board of directors upon which he does not serve,
duly designated according to law, as to matters within its designated authority,
if the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled.
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<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation shall
be signed by the chairman of the board, president or a vice president and the
secretary, assistant secretary or any other officer authorized by the board of
directors, and may be sealed with the seal of this Corporation or a facsimile of
the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
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ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.157.1
ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
WAUSAU-46, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 24th day of April, 1998.
/s/ William L. Watson
---------------------------------------
William L. Watson, Esq., Incorporator
<FF>
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON COMMUNICATIONS OF WAUSAU-46, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, Esq. as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-------------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560797.1
<PAGE> 1
EXHIBIT 3.157.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
<PAGE> 2
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the
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<PAGE> 3
requirements of this section are met. If no demand for adjournment is made,
failure to complywith the requirements of this section does not affect the
validity of any action taken at the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
4
<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed
5
<PAGE> 6
officer may, in turn, appoint one or more officers or assistant officers, unless
the board of directors disapproves or rejects the appointment. All officers
shall hold office until their successors have been appointed and have qualified
or until their earlier resignation, removal from office, or death. One person
may simultaneously holdany two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies
6
<PAGE> 7
due and payable to the Corporation from any source whatsoever, and deposit
monies in the name of the Corporation in the banks, trust companies, or other
depositaries as shall be selected by the board of directors, and (c) in general
perform all the duties incident to the office of treasurer and other duties as
from time to time may be assigned to him by the chairman of the board, the
president, or the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in the sum
and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated
7
<PAGE> 8
according to law, as to matters within its designated authority, if the director
reasonably believes that the committee is competent. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights towhich
the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.158.1
ARTICLES OF INCORPORATION
OF
PAXSON WAUSAU LICENSE, INC.
The undersigned, acting as incorporator of PAXSON WAUSAU LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON WAUSAU LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of
the corporation's initial registered agent at that address is William L.
Watson, Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 24th day of April, 1998.
/s/ William L. Watson
---------------------
William L. Watson, Esq., Incorporator
<FF>
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON WAUSAU LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560800.1
<PAGE> 1
EXHIBIT 3.158.2
BYLAWS
OF
PAXSON WAUSAU LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of other
business shall be held during the month of April each year and on the date and
at the time and place that the board of directors determines. If any annual
meeting is not held, by oversight or otherwise, a special meeting shall be held
as soon as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to vote
at the meeting. Such demand must be delivered to the Corporation's secretary. A
meeting demanded by shareholders shall be called for a date not less than ten
nor more than sixty days after the request is made, unless the shareholders
requesting the meeting designate a later date. The secretary shall issue the
call for the meeting, unless the president, chairman of the board, the board of
directors, or shareholders requesting the meeting designate another person to do
so. The shareholders at a special meeting may transact only business that is
related to the purposes stated in the notice of the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the chairman
of the board, president, the secretary, or the officer or other persons calling
the meeting. If mailed, the notice shall be considered delivered when it is
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of themeeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the date
upon which the resolution fixing the record date is adopted. If the transfer
books are not closed and no record date is set by the board of directors, the
record date shall be determined as follows: For determining shareholders
entitled to demand a special meeting, the record date is the date the first such
demand is delivered to the Corporation; For determining shareholders entitled to
a share dividend, the record date is the date the board of directors authorizes
the dividend; If no prior action is required by the board of directors pursuant
to the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior action is
required by the board of directors pursuant to the Florida Business Corporation
Act, the record date for determining shareholders entitled to take action
without a meeting is at the close of business on the day that the board of
directors adopts a resolution taking such prior action; and For determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business on the day
before the first notice is delivered to the shareholders. When a determination
of the shareholders entitled to vote at any meeting has been made, that
determination shall apply to any adjournment of the meeting, unless the board of
directors fixes a new record date. The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply with the requirements of this
section does not affect the validity of any action taken at the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall not
be counted in determining the total number of outstanding shares at any time.
The chairman of the board, the president, any vice president, the secretary, and
the treasurer of a corporate shareholder are presumed to possess, in that order,
authority to vote shares standing in the name of a corporate shareholder, absent
a bylaw or other instrument of the corporate shareholder designating some other
officer, agent, or proxy to vote the shares. Shares held by an administrator,
executor, guardian, or conservator may be voted by him without a transfer of the
shares into his name. A trustee may vote shares standing in his name, but no
trustee may vote shares that are not transferred into his name. If he is
authorized to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held by or under
his control, without transferring the shares into his name. A shareholder whose
shares are pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the pledge provides
otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have the
effect of shortening the term of any incumbent director, unless the shareholders
remove the director.
SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be a
resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualifies or
until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority to fix
the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, even if the number of remaining directors
does not constitute a quorum of the board of directors. A director elected to
fill a vacancy shall hold office only until the next election of directors by
the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the holders
of a majority of the shares entitled to vote at an election of directors, may
remove any director, or the entire board of directors, with or without cause,
and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority of
the directors at a meeting at which a quorum is present is the act of the board
of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the
board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the board
of directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
constitutes a waiver of notice of the meeting and all objections to the time and
place of the meeting, or the manner in which it has been called or convened,
except when the director states, at the beginning of the meeting, or promptly
upon arrival at the meeting, any objection to the transaction of 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
board of directors need be specified in the notice or waiver of notice of the
meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of
the chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the Corporation, (b)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he is or was a director, officer, employee, or agent of this Corporation or
serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a facsimile
of the seal. Unless the Corporation's stock is registered pursuant to every
applicable securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost, destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate has been
acquired by the purchaser for value in good faith and without notice of any
adverse claim, (c) if requested by the Corporation, gives bond in the form that
the Corporation directs, to indemnify the Corporation, the transfer agent, and
the registrar against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other reasonable
requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted by
the shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors. In order to be effective, any
amendment approved hereby must be in writing and attached to these Bylaws.
9
<PAGE> 1
EXHIBIT 3.159.1
ARTICLES OF INCORPORATION
OF
PAXSON FARGO LICENSE, INC.
The undersigned, acting as incorporator of PAXSON FARGO LICENSE, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON FARGO LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson,
Esq.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
</TABLE>
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
William L. Watson, Esq. 601 Clearwater Park Road
West Palm Beach, FL 33401
</TABLE>
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.
<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 24th day of April, 1998.
/s/ William L. Watson
--------------------------------------
William L. Watson, Esq., Incorporator
<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON FARGO LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, Esq. as its agent to accept
service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.
/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent
27823-175
TPA2-560799.1
<PAGE> 1
EXHIBIT 3.159.2
BYLAWS
OF
PAXSON FARGO LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the
<PAGE> 2
shareholder attends a meeting solely for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened, and (b) an objection to
consideration of a particular matter at the meeting that is not within the
purpose of the meeting unless the shareholders object to considering the matter
when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
2
<PAGE> 3
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
3
<PAGE> 4
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
4
<PAGE> 5
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or assistant officers, unless the
board of directors disapproves or rejects the appointment. All officers shall
hold office until their successors have been appointed and have qualified or
until their earlier resignation, removal from office, or death. One
5
<PAGE> 6
person may simultaneously hold any two or more offices. The failure to elect the
chairman of the board, president, secretary, or treasurer shall not affect the
existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit monies in the name of the Corporation in the
banks, trust companies, or other depositaries as shall be selected by the board
of directors, and (c) in general perform all the duties incident to the office
of treasurer and other
6
<PAGE> 7
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled.
7
<PAGE> 8
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons. The
insurance may be for the benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
8
<PAGE> 9
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 3.160.1
OPERATING AGREEMENT
OF
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
THIS OPERATING AGREEMENT OF PAXSON COMMUNICATIONS LICENSE COMPANY, LLC, is
entered into effective as of May , 1998, by and between Paxson Communications
License Company, LLC, a limited liability company organized pursuant to the
Delaware Limited Liability Company Act (the "Company"), and Paxson
Communications Corporation, a Delaware corporation, its sole member, ("PCC" and
together with the Company, the "Parties").
RECITAL
The Parties desire to enter into this Agreement to form a limited
liability company under the laws of the State of Delaware, to provide for the
organization of the Company, the rights, obligations, and interest of the
Member to the Company, and certain other matters.
AGREEMENT
In consideration of the mutual covenants and agreements set forth in this
Agreement, the Parties agree as follows.
SECTION 1
DEFINITIONS
"Act" means the Delaware Limited Liability Company Act.
"Agreement" means this Operating Agreement, as it may be amended,
restated, modified, or supplemented from time to time in accordance with its
terms.
"Certificate" is the Certificate of Formation of Paxson Communications
License Company, LLC, as filed with the Secretary of State of the State of
Delaware, as the same may be amended from time to time.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means the limited liability company created by this Agreement.
"Member" means PCC and its successors-in-interest under this Agreement.
<PAGE> 2
"Person" means an individual, corporation, limited liability company,
association, general partnership, limited partnership, limited liability
partnership, joint venture, trust, estate, or other entity or organization.
SECTION 2
THE COMPANY AND ITS BUSINESS
2.1 Formation.
The Company was formed on April 29, 1998, pursuant to the provisions of
the Act. Except as provided in this Agreement, all rights, liabilities, and
obligations among the Member, the Company, and other Persons, shall be as
provided in the Act, and this Agreement shall be construed in accordance with
the provisions of the Act. To the extent that the rights or obligations of the
Member are different by reason of any provision of this Agreement than they
would be in the absence of such provision, this Agreement shall, to the extent
permitted by the Act, control. The Member shall not be personally liable for
obligations of the Company beyond any liability provided in the Act.
2.2 Filing of Certificate of Limited Liability Company.
The Member has caused the Certificate to be filed with the Secretary of
State of Delaware and shall cause the Certificate to be filed or recorded in
any other public office where filing or recording is required or advisable.
The Member shall do, and continue to do, all other things that are required or
advisable to maintain the Company as a limited liability company existing
pursuant to the laws of the State of Delaware.
2.3 Company Name.
The name of the Company shall be "Paxson Communications License Company,
LLC." The business of the Company may be conducted under that name or, upon
compliance with applicable laws, any other name that the Member deems
appropriate or advisable. The Member shall file any assumed name certificates
and similar filings, and any amendments thereto, that it considers appropriate
or advisable.
2.4 Term of the Company.
The term of the Company commenced on the date of the filing of the
Certificate with the Secretary of State of the State of Delaware and shall
continue until the Company is dissolved and its affairs wound up in accordance
with the Act and Article 8 of this Agreement.
2.5 Purposes of the Company.
The purpose of the Company shall be to carry on any lawful business,
purpose, or activity permitted under the Act.
<PAGE> 3
2.6 Authority of the Company.
The Company shall be empowered and authorized to do all lawful acts and
things necessary, appropriate, proper, advisable, incidental to, or convenient
for the furtherance and accomplishment of the following:
(a) to engage in the business, directly or indirectly through the Member,
of acquiring, holding and selling licenses, permits and other authorizations
issued by the Federal Communications Commission, Federal Aviation
Administration and other federal, state and local governmental agencies or
authorities for the acquisition, construction, operation or sale of television
broadcast stations;
(b) to conduct the business and operations of television broadcast
stations in accordance with the terms of such licenses, permits and other
authorizations and the laws, rules and regulations of the Federal
Communications Commission, Federal Aviation Administration and other federal,
state and local governmental agencies or authorities;
(c) in connection with the foregoing, to possess, transfer or otherwise
deal in, and to exercise all rights, powers, privileges, and other incidents of
ownership or possession with respect to such licenses, permits and other
authorizations;
(d) in connection with the foregoing, to maintain an office or offices in
such place or places as the Member shall determine; and
(e) to own, lease, or otherwise acquire any and all assets and services
related to the foregoing purposes and to engage in such other activities
related either directly or indirectly to the foregoing purposes as may be
necessary, advisable, or appropriate, in the opinion of the Member, for the
promotion or conduct of the business of the Company.
2.7 Principal Office and Other Offices; Registered Agent.
The address of the Company's registered office which is required to be
maintained by the Company in the State of Delaware pursuant to Section 18-104
of the Act shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, and the name of the Company's registered agent at
such address is The Corporation Trust Company. The principal office of the
Company shall be 601 Clearwater Park Road, West Palm Beach, Florida 33401. The
Company may maintain any other offices at any other places that the Member
deems advisable. The Company may, upon compliance with the applicable
provisions of the Act, change its principal office or registered agent from
time to time at the discretion of the Member.
2.8 Foreign Qualification.
The Member shall take all necessary actions to cause the Company to be
authorized to conduct business legally in all appropriate jurisdictions,
including registration or qualification
<PAGE> 4
of the Company as a foreign limited liability company in those jurisdictions
that provide for registration or qualification.
2.9 Fiscal Year.
The fiscal year of the Company shall be the calendar year. The Company
shall have the same fiscal year for income tax purposes and for financial
accounting purposes.
2.10 Address of the Member.
The address of the Member is:
601 Clearwater Park Road
West Palm beach, Florida 33401
SECTION 3
COMPANY CAPITAL
3.1 Capital Contributions.
The Member shall make such capital contributions to the Company as it
deems appropriate.
3.2 Disbursements.
The Company shall pay all costs and expenses of the Company business,
including all filing, processing, regulatory and other fees payable to federal,
state and local governmental agencies or authorities, and all reasonable costs
and expenses incurred by or on behalf of the Company by the Member. The
Company may set aside funds for any items that are proper Company purposes,
including operating expenses and liabilities, contingent or otherwise, of the
Company, in each case as determined by the Member in its sole discretion.
SECTION 4
CASH DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES
4.1 Distributions.
(a) Cash Distributions. All cash of the Company available for
distribution shall be distributed to the Member at such times and in such
amounts as the Member may determine in its sole discretion.
<PAGE> 5
(b) Net Proceeds on Liquidation. Upon the liquidation of the Company
within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after
payment of, or adequate provision for, the debts and obligations of the
Company, the remaining assets of the Company shall be distributed to the
Member.
(c) Withholding. All amounts withheld pursuant to the Code or any
provision of any state or local tax law with respect to any payment or
distribution to the Company or the Member shall be treated as amounts
distributed to the Member pursuant to Section 4.1 for all purposes of this
Agreement.
4.2 Allocations of Profits and Losses.
All profits and losses of the Company shall be allocated to the Member.
SECTION 5
RIGHTS AND POWERS OF THE MEMBER
5.1 Management Rights Generally.
The responsibility and control of the management and conduct of the
Company's day-to-day activities and operations shall be vested in the Member
and such officers as it may appoint in its discretion.
5.2 Officers.
The Member may appoint such officers, from time to time, as the Member
deems necessary and advisable. The Member may, in its discretion, delegate
certain day-to-day management functions, powers, and duties to those officers.
5.3 Authority of the Member.
The Member shall have all powers necessary to manage and control the
day-to-day activities and operations of the Company, including the power to
cause the Company to take any of the actions described in Section 2.6 to the
extent necessary, convenient, or incidental to the accomplishment of the
purposes of the Company. The powers of the Member, which the Member may
delegate as it deems appropriate, shall include the power on behalf of the
Company to:
(a) acquire, by purchase, lease or otherwise, and hold any licenses,
permits or other authorizations issued by the Federal Communications
Commission, Federal Aviation Administration or other federal, state or local
governmental agency or authority for the acquisition, construction, operation
or disposition of television broadcast stations;
<PAGE> 6
(b) sell or exchange all or any part of the property and assets of the
Company for property, cash, or on terms, or any combination thereof;
(c) employ, fix the compensation of, oversee, and discharge agents and
employees of the Company as it shall deem advisable in the operation and
management of the business of the Company, including such accountants,
attorneys, architects, consultants, engineers, and appraisers, on such terms
and for such compensation, as the Member shall determine;
(d) enter into management agreements with PCC pursuant to which the
management, supervision, or control of the business or assets of the Company
may be delegated to PCC for reasonable compensation;
(e) compromise any claim or liability due to the Company;
(f) execute, acknowledge, verify, and file any notifications,
applications, statements, and other filings that the Member considers necessary
or desirable to be filed with any federal, state or local governmental agency
or authority or any state or federal securities administrator or commission;
(g) execute, acknowledge, verify, and file any and all certificates,
documents, and instruments that the Member considers necessary or desirable to
permit the Company to conduct business in any state in which the Member deems
advisable;
(h) do any or all of the foregoing, discretionary or otherwise, through
agents selected by the Member and compensated or uncompensated by the Company;
and
(i) take any other actions and execute any other contracts, documents, and
instruments that it deems appropriate to carry out the intent of this Agreement
and the purposes of the Company.
5.4 Tax Matters Member. PCC is designated the "Tax Matters Member" in
accordance with Code Section 6231(a)(7). The Tax Matters Member shall have any
powers necessary to perform fully its duties, including the power to retain
attorneys and accountants of its choice. The Tax Matters Member is authorized
to represent the Company before taxing authorities and courts in tax matters
affecting the Company and the Member in its capacity as Member and is entitled
to take any actions on behalf of the Company in any such tax proceedings that
it, in its reasonable business judgment, deems to be in the best interests of
the Company. The Tax Matters Member shall be entitled to be reimbursed by the
Company for all costs and expenses incurred by it in connection with any
administrative or judicial proceeding with respect to any tax matter involving
the Company or the Member in its capacity as Member and to be indemnified by
the Company (solely out of Company assets) with respect to any action brought
against it in connection with any judgment in or settlement of any such
proceeding.
5.5 Admission of Additional Members.
<PAGE> 7
The Member, in its discretion, may admit additional members to the Company
on terms and conditions agreed to by the Member and the Person being admitted
as an additional member.
5.6 Limitation of Liability of the Member.
The debts, obligations, and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being the Member, except and only to the extent as otherwise expressly required
by law.
5.7 Indemnification.
(a) In any threatened, pending, or completed claim, action, suit, or
proceeding to which the Member was or is a party or is threatened to be made a
party by reason of its activities on behalf of the Company, the Company shall
indemnify and hold harmless such Member against losses, damages, expenses
(including attorneys' and accountants' fees), judgments, and amounts paid in
settlement actually and reasonably incurred in connection with such claim,
action, suit, or proceeding, except that the Member shall not be indemnified
for actions constituting the improper receipt of personal benefits, willful
misconduct, recklessness, or gross negligence with respect to the business of
the Company; provided, however, that to the extent the Member has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding to which it was or is a party or is threatened to be made a party by
reason of the fact that it was or is a Member of the Company, or in defense of
any claim, issue, or matter in connection therewith, the Company shall
indemnify such Member and hold it harmless against the expenses (including
attorneys' and accountants' fees) actually incurred by such Member in
connection therewith.
(b) Expenses (including attorneys' and accountants' fees) incurred in
defending a civil or criminal claim, action, suit, or proceeding shall be paid
by the Company in advance of the final disposition of the matter upon receipt
of an undertaking by or on behalf of the Member to repay such amount if such
Member is ultimately determined not to be entitled to indemnity.
(c) For purposes of this Section 7, the termination of any action, suit,
or proceeding by judgment, order, settlement, or otherwise adverse to the
Member shall not, of itself, create a presumption that the conduct of such
Member constitutes willful misconduct, recklessness, or gross negligence with
respect to the business of the Company.
5.8 Indemnity of Officers.
At the discretion of the Member, the Company may, to the fullest extent
permitted by law, indemnify, defend and hold harmless any Person (or the estate
of any Person) who was or is a party to, or is threatened to be made a party
to, a threatened, pending or completed action, suit or proceeding, whether or
not by or in the right of the Company, whether, civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
Person is or was an
<PAGE> 8
officer of the Company from and against any and all claims, liabilities,
losses, damages, costs or expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by such Person
in connection with such action, suit or proceeding. The Company may, to the
full extent permitted by law, purchase and maintain insurance on behalf of any
such Person against any liability which may be asserted against such Person.
5.9 Third Parties.
No Person dealing with the Member shall be required to inquire into the
necessity or expediency of any act taken by the Member on behalf of the Company
or be obligated or privileged to inquire into the authority of the Member to
perform any such act on behalf of the Company. Every contract, agreement, or
other instrument executed by the Member in the name and on behalf of the
Company shall be conclusive evidence in favor of any Person relying thereon or
claiming thereunder that (a) the Company was in existence at the time of the
execution and delivery thereof, (b) such instrument was duly executed in
accordance with the terms and provisions of this Agreement and is binding upon
the Company, and (c) the Member was duly authorized and empowered to execute
and deliver such instrument in the name and on behalf of the Company.
SECTION 6
PERMITTED TRANSACTIONS
6.1 Other Businesses.
The Member or any affiliate, agent, or representative of the Member, may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, whether currently existing or
hereafter created and whether or not competitive with or advanced by the
business of the Company. The Company shall not have any rights in or to the
income or profits derived therefrom.
6.2 Transactions with the Company.
The Company may, in the sole discretion of the Member, contract with any
Person (including the Member or any Person affiliated with the Member or in
which the Member may be interested) for the performance of any services which
may reasonably be required to carry on the business of the Company, and any
such Person dealing with the Company, whether as an independent contractor,
agent, employee, or otherwise, may receive from others or from the Company
profits, compensation, commissions, or other income incident to such dealings.
SECTION 7
ASSIGNMENT, TRANSFER, OR SALE OF INTERESTS IN THE COMPANY
<PAGE> 9
The Member may sell, assign, pledge, or otherwise encumber or transfer all
or any part of its interest in the Company to any Person.
SECTION 8
DISSOLUTION AND TERMINATION OF THE COMPANY
8.1 Events of Dissolution.
The Company shall dissolve upon the earlier to occur of:
(a) an election to dissolve the Company made by the Member, subject to any
restriction in any agreement to which the Company is a party; or
(b) the sale, exchange, involuntary conversion, or other disposition or
transfer of all or substantially all the assets of the Company;
(c) the entry of a decree of dissolution pursuant to Section 18-802 of the
Act; or
(d) the happening of any event that, under the Act, causes the dissolution
of a limited liability company.
8.2 Winding Up, Liquidation, and Distribution of Assets.
(a) Liquidator. Upon the dissolution of the Company, the Member shall act
as liquidator to wind up the Company. The liquidator shall have full power and
authority to sell, assign, and encumber any or all of the Company's assets and
to wind up and liquidate the affairs of the Company in an orderly and
business-like manner.
(b) Actions on Dissolution. Upon the dissolution of the Company, the
Member shall act as liquidator to wind up the Company. The proceeds of
liquidation shall be applied first to the payment of the debts and liabilities
of the Company (including any loans to the Company made by the Member), the
expenses of liquidation, and the establishment of any reserves that the
liquidator deems necessary for potential or contingent liabilities of the
Company. Remaining proceeds shall be distributed to the Member as provided in
Section 4.1. Upon the dissolution and winding up of the Company, the
liquidator shall file a certificate of cancellation with the Secretary of State
of Delaware in accordance with Section 18-203 of the Act. Upon the completion
of the distribution of Company assets and the proceeds of liquidation as
provided in this Section 8.2, the Company shall be terminated.
(c) Distribution in Kind. If the liquidator determines that the Member
would be materially adversely affected by a liquidation of the Company's
assets, the liquidator may distribute all or a portion of the Company's assets
in kind to the Member, as agreed to by the Member.
<PAGE> 10
(d) Deferral of Liquidation. If the liquidator determines that an
immediate sale of part or all of the Company's assets would cause undue loss to
the Member, the liquidator may, to avoid the loss, either:
(i) defer the liquidation of, and withhold from distribution for a
reasonable time, any assets of the Company except those necessary to satisfy
debts and liabilities of the Company (other than debts or liabilities to the
Member); or
(ii) distribute to the Member, in lieu of cash, the Company assets, and
liquidate only those assets that are necessary to pay the debts and liabilities
of the Company.
SECTION 9
BOOKS, RECORDS, AND RETURNS
9.1 Books of Account and Records.
A copy of this Agreement and any other records required to be maintained
by the Act shall be maintained at the principal office of the Company at the
location specified in Section 2.7. All such books and records shall be
available for inspection and copying by the Member or its duly authorized
representatives during ordinary business hours. The Company shall keep
accurate books and records of the operation of the Company which shall reflect
all transactions, be appropriate and adequate for the Company's business and
for carrying out the provisions of this Agreement.
9.2 Deposit of Company Funds.
All revenues, assessments, loan proceeds, and other receipts of the
Company will be maintained on deposit in interest-bearing and non-interest
bearing accounts and other investments as the Member deems appropriate.
SECTION 10
MISCELLANEOUS
10.1 Captions.
All article, section, paragraph captions contained in this Agreement are
for convenience only and shall not be deemed part of this Agreement.
10.2 Pronouns, Singular and Plural Form.
<PAGE> 11
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, and neuter as the identity of the Person or Persons
referred to may require, and all words shall include the singular or plural as
the context or the identity of Persons may require.
10.3 Further Action.
The Parties shall execute and deliver all documents, provide all
information, and take, or forbear from, all actions that may be necessary or
appropriate to achieve the purposes of this Agreement.
10.4 Entire Agreement.
This Agreement contains the entire understanding among the Parties and
supersedes any prior understandings and agreements between them regarding the
subject matter of this Agreement.
10.5 Agreement Binding.
This Agreement shall be binding upon the successors and assigns of the
Parties.
10.6 Severability. If any provision or part of any provision of this
Agreement shall be invalid or unenforceable in any respect, such provision or
part of any provision shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts of such
provision or the remaining provision of this Agreement.
10.7 Counterparts.
This Agreement may be signed in counterparts with the same effect as if
the signature on each counterpart were upon the same instrument.
10.8 Governing Law.
This Agreement shall be governed, construed, and enforced in accordance
with the laws of the State of Delaware (without regard to the choice of law
provisions thereof).
10.9 No Third-Party Beneficiaries.
This Agreement is not intended to, and shall not be construed to, create
any right enforceable by any Person not a party hereto, including any creditor
of the Company or of the Member.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 12
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the date first written above.
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
By: Paxson Communications Corporation, Inc.,
its sole Member
By:
-------------------------------
Name:
Title:
PAXSON COMMUNICATIONS CORPORATION
By:
-------------------------------
Name:
Title:
TPA3-559244
<PAGE> 1
EXHIBIT 3.160.2
CERTIFICATE OF FORMATION
OF
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
1. NAME
The name of the limited liability company is Paxson Communications License
Company, LLC (the "LLC").
2. REGISTERED OFFICE AND AGENT
The address of the LLC's registered office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle, Delaware
19801. The name of the LLC's registered agent at such address is The
Corporation Trust Company.
3. AUTHORIZED PERSON
The name and address of the authorized person is Jiwon Park, 1200 New
Hampshire Avenue, N.W., Suite 800, Washington, D.C. 20036. The powers of the
authorized person shall terminate upon filing of this Certificate of Formation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Paxson Communications License Company, LLC, this 29th day of
April, 1998.
By: /s/ Jiwon Park
-------------------
Jiwon Park
Authorized Person
<FF>
<PAGE> 1
EXHIBIT 3.161.1
ARTICLES OF INCORPORATION
OF
COCOLA MEDIA CORPORATION OF SAN FRANCISCO
1. The name of this corporation is COCOLA MEDIA CORPORATION OF SAN FRANCISCO.
2. The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
3. The name and address in the State of California of this corporation's
initial agent for service of process is:
Gary M. Cocola
706 W. Herndon Ave.
Fresno, CA 93650
4. This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is one hundred thousand (100,000).
5. The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
6. The corporation is authorized to indemnify its agents to the fullest
extent permissible under California law. For purposes of this provision, the
term "agent" has the meaning set forth from time to time in Section 317 of the
California Corporations Code.
Dated: January 9, 1997
/s/ Gary M. Cocola
------------------
Gary M. Cocola
<PAGE> 1
EXHIBIT 3.161.2
BYLAWS OF
COCOLA MEDIA CORPORATION OF SAN FRANCISCO
A CALIFORNIA CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the corporation is hereby fixed and located at:
706 W. Herndon Avenue
Fresno, California.
The Board of Directors is hereby granted full power and authority to change the
location of said principal executive office.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time
be established by the Board of Directors at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. All annual meetings of shareholders shall
be held either at the principal executive office of the corporation or at any
other place within or without the State of California which may be designated
either by the Board of Directors, pursuant to authority hereinafter granted to
said Board, or written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary of the
corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of shareholders shall be
held on the third Friday in April at 10:00 a.m. If said day shall fall on a
legal holiday, then such annual meeting of shareholders shall be held at the
same time and place on the next day thereafter ensuing which is not a legal
holiday. At such meetings directors shall be elected, reports of the affairs of
the corporation shall be considered and any other business within the power of
the shareholders may be transacted.
Written notice of each annual meeting shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of
written communication, charges prepaid, addressed to such shareholder at his
address as the same appears on the books of the corporation or as given by him
to the
<PAGE> 2
corporation for the purpose of notice. If a shareholder gives no address,
notice shall be deemed to have been given him if sent by mail or other means of
written communication addressed to the place where the principal executive
office of the corporation is situated, or if published at least once in some
newspaper of general circulation in the county in which said office is located.
All such notices shall be sent to each shareholder entitled thereto and
publication, if any, shall be made not less than ten or more than 60 days
before each annual meeting, and shall specify the place, date and hour of such
meeting, and shall also state the names of the nominees intended to be
presented by the management for election and the general nature of those
matters which the Board of Directors, at the time of mailing notice of the
meeting, intends to present for action by the shareholders and the general
nature of any proposal to (a) approve a transaction or transactions between the
corporation and a director or the corporation and any other corporation having
interrelated directors, or (b) to approve the principal terms of a
reorganization, or (c) to elect voluntarily to wind up and dissolve the
corporation, or (d) to adopt a plan of distribution of shares, securities or
any consideration other than money in the process of winding up, or (e) to
amend the Articles of Incorporation, except to extend the term of the
corporation's existence or to effect only a stock split so long as the
corporation has only one class of shares outstanding.
Section 3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes whatsoever may be called at any time by the President,
or the Chairman of the Board, or by the Board of Directors, or by one or more
shareholders holding not less than ten percent of the voting power of the
corporation. Except in special cases where other express provision is made by
statute, notice of such special meetings shall be given in the same manner as
for annual meetings of shareholders. Notice of any special meeting shall
specify, in addition to the place, date and hour of such meeting, the general
nature of the business to be transacted.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares represented
either in person or by proxy, but in the absence of a quorum no other business
may be transacted at any such meeting.
When any shareholders' meeting, either annual or special, is adjourned for
45 days or more, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in the
case of an original meeting. Except as provided above, it shall not be
necessary to give any notice of an adjournment or of the business
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to be transacted at an adjourned meeting, other than by announcement at the
meeting at which adjournment is taken.
Section 5. VOTING. At all meetings of shareholders every shareholder
entitled to vote shall have the right to vote in person or by proxy the number
of shares standing in his own name on the stock records of the corporation.
Such vote may be viva voce or by ballot; provided, however, that all elections
for directors must be by ballot upon demand made by a shareholder at any
election and before the voting begins. Every shareholder entitled to vote at
any election for directors shall have the right to cumulate his votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his shares are entitled or to
distribute his votes on the same principle among as many candidates as he shall
think fit; provided that no shareholder shall be entitled to cumulate his votes
unless the name or names of the candidate or candidates for whom such votes are
cast has or have been placed in nomination prior to the voting and at least one
shareholder has given notice at the meeting of his intention to cumulate his
votes. The candidates receiving the highest number of votes up to the number
of directors to be elected shall be elected.
Section 6. QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, so long as any action taken (other than adjournment)
is approved by at least a majority of the shares required to constitute a
quorum.
Section 7. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present either in person or by proxy and if either before or after
the meeting each of the shareholders entitled to vote, not present in person or
by proxy, signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 8. ACTION WITHOUT MEETING. Any action which may be taken at a
meeting of shareholders, either annual or special, may be taken without a
meeting, and without prior notice, if a consent in writing, setting forth the
action taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
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authorize or take such action at a meeting at which all shares entitled to vote
were present and voted. Unless the consents of all shareholders entitled to
vote have been solicited in writing, notice of any shareholder approval of any
of the transactions described in clauses (a) through (e) of Section 2 of this
Article without a meeting by less than unanimous written consent shall be given
at least ten days before consummation of the action authorized by such
approval, and prompt notice shall be given of the taking of any other action
approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in
writing thereto. Any shareholder giving a written consent, or such
shareholder's agent or transferee or personal representative, may revoke the
consent given by such shareholder by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize or approve the proposal have been filed with the Secretary of the
corporation, but may not do so thereafter. Directors, other than a director
elected to fill a vacancy not filled by the directors by the written consent of
a majority of the outstanding shares entitled to vote, may not be elected by
written consent except by the unanimous written consent of all shares entitled
to vote.
Section 9. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation; provided that no such
proxy shall be valid after the expiration of 11 months from the date of its
execution, unless the shareholder executing it specifies therein a greater
length of time for which such proxy is to continue in force.
Section 10. INSPECTORS. Prior to any meeting of shareholders, the Board
of Directors may appoint any person or persons (other than nominees for office)
inspector or inspectors of election for such meeting and any adjournment
thereof. If no such inspector or inspectors are appointed, the chairman of the
meeting may, and upon the request of any shareholder or his proxy present at
the meeting shall, make such appointment at the meeting. The number of
inspectors shall be either one or three. If appointed at a meeting at the
request of a shareholder or proxy, the majority of shares represented shall
determine whether one or three inspectors shall be appointed. If any person
appointed to be an inspector fails or refuses to appear or act, the office may
be declared vacant and the vacancy filled by appointment by the Board of
Directors prior to the meeting or by the chairman of the meeting.
The duties of the inspectors shall be as prescribed by the Corporations
Code of the State of California and shall include: determining the number of
shares outstanding and the
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voting power of each; determining the shares represented and the existence of a
quorum; determining the authenticity, validity and effect of proxies; receiving
and tabulating votes, ballots or consents; hearing and ruling on all challenges
and questions arising with respect to any vote; determining the results of each
vote, and such other acts as may be proper to conduct the election or vote with
fairness to all shareholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to limitations of the Articles of
Incorporation, of these Bylaws and of the General California Corporation Law as
to action to be authorized or approved by the shareholders, and subject to the
duties of directors as prescribed by these Bylaws, all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by, the Board of Directors. Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the following powers, to wit:
First: To select and remove all the other officers, agents and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Articles of Incorporation or these Bylaws, fix their
compensation and require from them security for faithful service;
Second: To conduct, manage and control the affairs and business of the
corporation and to make such rules and regulations therefor not inconsistent
with law, the Articles of Incorporation or these Bylaws, as they may deem best;
Third: To change the principal executive office of the corporation from
one location to another as provided in Article I, Section 1, hereof; to fix and
locate from time to time one or more subsidiary offices of the corporation
within or without the State of California as provided in Article I, Section 2,
hereof; to designate any place within or without the State of California for
the holding of any shareholders' meeting or meetings; and to adopt, make and
use a corporate seal, and to prescribe the forms of certificates of stock, and
to alter the form of such seal and of such certificates from time to time, as
in their judgment they may deem best; provided such seal and such certificates
shall at all times comply with the provisions of law;
Fourth: To authorize the issuance of shares of stock of the corporation
from time to time, upon such terms as may be lawful;
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Fifth: To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor;
Sixth: To appoint an Executive Committee and other committees, and to
delegate to the Executive Committee any of the powers and authority of the
Board in the management of the business and affairs of the corporation, except
with respect to (a) the approval of any action for which shareholders' approval
or approval of the outstanding shares is required, (b) the filling of vacancies
on the Board of Directors or on any committee appointed thereby, (c) fixing the
compensation of directors, (d) amendment, repeal or adoption of bylaws, (e)
amendment or repeal of any resolution of the Board of Directors which by its
express terms may not be so amended or repealed, (f) a distribution to the
shareholders of the corporation, except at a rate or in a periodic amount or
within a price range determined by the Board of Directors, or (g) the
appointment of other committees. The Executive Committee shall be composed of
one or more directors.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of directors of the corporation shall be one until changed by amendment of this
Section 2, duly adopted by the vote or written assents of the shareholders
entitled to exercise a majority of the voting power of the corporation, and if
it is proposed to reduce the authorized number of directors below five the
amendment cannot be adopted if the number of votes cast against adoption or the
shares not consenting in writing are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote. Directors need not be shareholders of the
corporation.
Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected
at each annual meeting of shareholders, but if any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at
any special meeting of shareholders held for that purpose. All directors shall
hold office until their respective successors are elected.
Section 4. VACANCIES. Vacancies in the Board of Directors may be filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the shareholders,
provided, that the directors may fill vacancies occurring in the Board by
reason of the removal of directors only if these Bylaws (or this specific
bylaw) shall have been adopted or ratified by the shareholders.
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A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation, or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.
Section 5. PLACE OF MEETING. Regular meetings of the Board of Directors
shall be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written consent
of all members of the Board. In the absence of such designation, regular
meetings shall be held at the principal office of the corporation. Special
meetings of the Board may be held either at a place so designated or at the
principal office. Any meeting, regular or special, may be held by conference
telephone or similar communications equipment, so long as all members of the
Board participating in the meeting can hear one another, and all such members
shall be deemed present in person at such meeting.
Section 6. ORGANIZATION MEETING. Immediately following each annual
meeting of the shareholders and immediately following each special meeting of
the shareholders at which members of the Board of Directors are elected or
reelected, the Board of Directors shall hold a regular meeting for the purpose
of organization, election of officers and the transaction of other business.
Notice of such meeting is hereby waived.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board
of Directors shall be held without call on the 15th day of each month, at 10:00
a.m. of said day. If said day should fall upon a legal holiday, then said
meeting shall be held at the same time on the next day thereafter ensuing which
is not a legal holiday. Notice of all such regular meetings of the Board of
Directors is hereby waived.
Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the Chairman of the
Board, by any two directors, by the President, or by any Vice President.
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Written or telephone notice of the time and place of special meetings
shall be delivered personally to the directors or sent to each director by mail
or other courier, charges prepaid, addressed to him at his address as it is
shown upon the records of the corporation, or if it is not so shown on such
records or is not readily ascertainable, at the place at which the meetings of
the directors are regularly held. In case such notice is delivered personally
or by telephone or telegram, it shall be so delivered at least 48 hours prior
to the time of the holding of the meeting. In case such notice is mailed or
delivered by courier, it shall be deposited in the United States mail or
delivered to another courier in the place in which the principal office of the
corporation is located at least four days prior to the time of the holding of
the meeting. Mailing, telegraphing, telephoning or personally delivering such
notice as above provided shall be due, legal and personal notice to such
director.
Section 9. WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 10. QUORUM. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business
(except to adjourn as hereinafter provided), unless the authorized number of
directors is one, in which case one director constitutes a quorum. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board of Directors, unless a greater number be required by law or by the
Articles of Incorporation.
Section 11. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.
Section 12. ADJOURNMENT. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 13. FEES AND COMPENSATION. Directors shall not receive any
stated salary for their services as directors,
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but by resolution of the Board a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise,
and receiving compensation therefor.
Section 14. ACTION WITHOUT MEETING. Any action by the Board of Directors
may be taken without a meeting if all members of the Board shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board.
ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more vice presidents, and one or more assistant secretaries or treasurers
and such other officers as may be appointed in accordance with the Provisions
of Section 3 of this Article. Officers other than the Chairman of the Board
need not be directors. One person may hold two or more offices.
Section 2. ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board of Directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified. Officers need not be shareholders of the corporation.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided in these Bylaws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board or by any officer upon whom such
power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board
of Directors or to the President or to the Secretary of the corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later
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time specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death, removal,
resignation, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may
be prescribed by the Board of Directors or these Bylaws.
Section 8. VICE PRESIDENT. In the absence or disability of the
President, the vice presidents in order of their rank as fixed by the Board of
Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them, respectively, by
the Board of Directors or these Bylaws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office or such other place as the Board of
Directors may order of all meetings of directors and shareholders, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings
and the proceedings thereof.
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The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent a share register or a
duplicate share register showing the names of the shareholders 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 shareholders and of the Board of Directors required by law or by these
Bylaws to be given, and he 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 of Directors or these Bylaws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and shares. Any surplus, including earned surplus,
paid-in surplus and surplus arising from a reduction of stated capital, shall
be classified according to source and shown in a separate account. The books
of account shall at all times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
corporation and have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by these Bylaws.
ARTICLE V
MISCELLANEOUS
Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The Board of Directors
may fix a time in the future, not exceeding 60 days or less than ten days
preceding the date of any meeting of shareholders and not exceeding 60 days
preceding the date fixed for the payment of any dividend or distribution or for
the allotment of rights or when any change or conversion or exchange of shares
shall go into effect or when any other action requiring or permitting use of a
record date is to occur, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting or entitled
to receive any such dividend or distribution or any such allotment or rights or
to
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exercise the rights in respect to any such change, conversion or exchange, and
the shareholders of record on the date so fixed shall be entitled to notice of
and to vote at such meeting or to receive such dividend, distribution or
allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed as aforesaid. The Board of Directors may close the
books of the corporation against transfers of shares during the whole or any
part of any such period.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of or payable to the corporation shall be signed or endorsed by such person or
persons and in such manner as from time to time shall be determined by
resolution of the Board of Directors.
Section 3. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except
as in these Bylaws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit to
render it liable for any purpose or to any amount.
Section 4. STOCK. Certificates of stock shall be issued in numerical
order and each shareholder shall be entitled to a certificate signed by the
President or Vice President and the Secretary or Assistant Secretary certifying
to the number of shares owned by him. Where, however, such certificate is
countersigned by a transfer agent or an assistant transfer agent, or by a
transfer clerk acting in behalf of the corporation and a registrar, the
signatures of the President and the Secretary may be facsimile.
In case any officer who has signed or whose facsimile signature has been
used on a certificate has ceased to be an officer before the certificate has
been delivered, such certificate may, nevertheless, be adopted and issued and
delivered by the corporation as though the officer who signed such certificate,
or certificates, or whose facsimile signature, or signatures, shall have been
used thereon, had not ceased to be such officer of the corporation, if such
certificate is countersigned by the transfer agent and registered by the
registrar of such stock.
Transfers of stock shall be made only upon the transfer books of the
corporation kept at the office of the corporation or respective transfer agents
designated to transfer the stock, and
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before a new certificate is issued the old certificate shall be surrendered for
cancellation.
Registered shareholders only shall be entitled to be treated by the
corporation as the holders-in-fact for the stock standing in their respective
names. Unless the same is shown on the certificate evidencing such share, the
corporation shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person whether or not it shall
have express or other notice thereof except as expressly provided by the laws
of California, by any agreement to which the corporation is a party or by any
agreement among the holders of all of the issued and outstanding shares of
which the corporation has notice.
In case of loss or destruction of any certificate of stock, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of a satisfactory bond of indemnity to the corporation and/or to the transfer
agent and registrar of such stock, if any, in such sum as the Board of
Directors may provide, and the satisfaction of such other reasonable
requirements as may be imposed by the Board of Directors.
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
conversion and registration of certificates for shares of capital stock of the
corporation not inconsistent with the laws of California and the Articles of
Incorporation and these Bylaws.
Section 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or any Vice President and the Secretary or Assistant Secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or
corporations may be exercised either by such officers in person or by any
person authorized to do so by proxy or power of attorney duly executed by said
officers.
Section 6. INSPECTION OF BYLAWS. The corporation shall keep in its
principal executive office in this state the original or a copy of these
Bylaws, as amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the shareholders at all reasonable times
during office hours
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Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.
ARTICLE VI
AMENDMENTS
Section 1. POWER OF SHAREHOLDERS. New bylaws may be adopted or these
Bylaws may be amended or repealed by the vote of shareholders entitled to
exercise a majority of the voting power of the corporation or by the written
assent of such shareholders.
Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend or repeal bylaws,
bylaws other than a bylaw or amendment thereof changing the authorized number
of directors may be adopted, amended or repealed by the Board of Directors.
-14-
<PAGE> 15
CERTIFICATE OF SECRETARY
I, the undersigned, certify:
(1) That I am the duly elected and acting Secretary of COCOLA MEDIA
CORPORATION OF SAN FRANCISCO, a California corporation; and
(2) That the foregoing Bylaws, comprising 15 pages, constitute the
original Bylaws of said corporation as duly adopted by the incorporator of said
corporation on January 10, 1997, and that said Bylaws have not been amended,
modified or revoked.
Dated: January 10, 1997.
---------------------
Gary M. Cocola
Secretary
TPA3-559376
-15-
<PAGE> 1
EXHIBIT 3.162.1
CERTIFICATE OF INCORPORATION
OF
CHANNEL 44 OF TULSA, INC.
FIRST. The name of the corporation is Channel 44 of Tulsa, Inc.
SECOND. Its registered office in the State of Delaware is located at 1209
Orange Street, City of Wilmington, County of New Castle. The registered agent
in charge thereof is The Corporation Trust Company.
THIRD. The purpose or purposes of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware, and to have and exercise all
the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law of the State of Delaware.
FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of Common Stock, one cent
($0.01) par value.
FIFTH. The name and mailing address of the incorporator is as follows:
Elise C. Fellner
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, DC 20036
SIXTH. In furtherance and not in limitation of the powers conferred by
statue, the Board of Directors of the corporation shall have the following
powers:
(a) To adopt, and to alter or amend the Bylaws and to fix the amount to be
reserved as working capital; and
(b) With the consent in writing or pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, to dispose of, in any
manner, all or substantially all of the property of this corporation.
SEVENTH. The stockholders and directors shall have the power to hold their
meetings and keep the books, documents and papers of the corporation within or
outside the State of Delaware and at such place or places as may be from time
to time designated by the Bylaws or by resolution of the stockholders or
directors, except as otherwise required by the laws of the State of Delaware.
<PAGE> 2
EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and
powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers.
The objects, purposes and powers specified in this Certificate of Incorporation
are in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.
NINTH. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Delaware. A director shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director, provided that the liability of a director (i) for any breach of the
director's loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code, or (iv) for any transaction from which the director derived an improper
personal benefit shall not be eliminated or limited hereby.
TENTH. The corporation shall have perpetual existence.
The undersigned, Elise C. Fellner, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.
/s/Elise C. Fellner
------------------------------
Elise C. Fellner, Incorporator
Dated: March 14, 1996
<PAGE> 1
EXHIBIT 3.162.2
BYLAWS
OF
CHANNEL 44 OF TULSA, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be located at 1209 Orange Street,
Wilmington, Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware and the United States as the
Board of Directors may from time to time determine or as the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware or the United States, 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 the notice thereof. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware or the United States, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders shall be held on such date
and at such time as shall be designated from time to time by the Board of
Directors. At the annual meeting, the stockholders shall elect the Board of
Directors and shall transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and time of the meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting.
Section 4. Special meetings of the stockholders for any purpose or
purposes, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, may be called by the President and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors or at the request in writing of stockholders owning a
majority of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such requests shall state the purpose or purposes of the
proposed meeting.
<PAGE> 2
Section 5. Written notice of a special meeting shall state the place,
date and time of the meeting and the purpose or purposes for which the meeting
is called and shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at
such meeting.
Section 6. Business transacted at any special meeting of the stockholders
shall be limited to the purpose or purposes stated in the notice, unless the
holders of a majority of the issued and outstanding shares entitled to vote
otherwise consent thereto either at the special meeting or in writing executed
subsequent to the meeting.
Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every annual
or special meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to examination by any stockholder
for any purpose germane to the meeting during ordinary business hours, and 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 (if not so specified) at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present at the meeting.
Section 8. The holders of a majority of the issued and outstanding shares
entitled to vote thereat, who are present in person or represented by proxy at
the meeting, shall constitute a quorum at all annual and special meetings of
the stockholders for the transaction of business, unless otherwise provided by
statute, the Certificate of Incorporation or these Bylaws. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, 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 that might have been transacted
at the meeting as originally described in the notice to the stockholders. 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
<PAGE> 3
Section 9. When a quorum is present at any annual or special meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy at the meeting shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute, the Certificate of Incorporation or these Bylaws a different vote
is required, in which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, each stockholder shall at every annual or
special meeting of the stockholders be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted or acted upon after a period of three
years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock of the corporation 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. Such consent shall be
filed with the Secretary of the corporation. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors that constitutes the Board of
Directors shall be at least one (1) and not more than ten (10). The first
Board of Directors shall initially consist of the number of directors as shall
be specified at the organizational meeting of the Corporation. Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the Board of Directors or by the stockholders of the Common
Stock at the annual meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article.
Each director shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director. The
3
<PAGE> 4
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.
Section 3. The business of the corporation shall be managed by its Board
of Directors, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute, the Certificate of
Incorporation or these Bylaws directed or required to be exercised or done by
the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware or the
United States.
Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting. No notice of such meeting to the newly
elected directors shall be necessary in order legally to constitute the
meeting, provided a quorum shall be present. If the stockholders fail to fix
the time or place of the first meeting of the newly elected Board of Directors
or if this meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors or as shall be specified in a written waiver signed by all
of the directors.
Section 3. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by
the President on three (3) days notice to each director, either personally, by
mail, by telegram or by telecopy. Such meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of a majority of the directors.
Section 5. At all regular and special meetings of the Board of Directors,
a simple majority of the directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, unless otherwise specifically provided by statute, the Certificate
of Incorporation or these Bylaws. If a quorum is not present at any meeting of
the Board of Directors, the directors present thereat
4
<PAGE> 5
may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum shall be present.
Section 6. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each consisting of two or
more 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. In the absence or
disqualification of a member of a committee, the member or members thereof
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.
Section 2. Except as provided below, any committee, to the extent
provided in the resolutions of the Board of Directors and in these Bylaws,
shall have and may exercise all of the powers and authority of the Board of
Directors 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 that may
require it. No committee, however, shall have the power or authority to amend
the Certificate of Incorporation; to adopt an agreement of merger or
consolidation; to recommend to the stockholders the sale, lease, exchange or
other disposition of all or substantially all of the corporation's property and
assets; to recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution; or to amend these Bylaws; further, unless a
resolution of the Board of Directors, these Bylaws, or the Certificate of
Incorporation expressly so provides, no committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to
adopt a certificate of ownership and merger.
Section 3. A committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board of
Directors.
5
<PAGE> 6
Section 4. Each committee shall keep regular minutes of its meetings and
shall file them with the minutes of the proceedings of the Board of Directors
when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
Section 1. Unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of the directors.
Section 2. The directors may be paid their expenses, if any, of attending
meetings of the Board of Directors. Such payments may take the form of a fixed
sum for attendance at each meeting or a stated salary as a director. Members
of committees may be allowed like compensation for attending committee
meetings.
Section 3. No payment permitted under this Article VI shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE VII
OFFICERS
Section 1. The officers of the corporation shall be designated by the
Board of Directors, by election, and, unless otherwise required by the General
Corporation Law of the State of Delaware, may include a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also elect
such other officers and agents as it deems necessary, including VicePresidents
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless otherwise provided by statute,
the Certificate of Incorporation or these Bylaws.
Section 2. The officers of the corporation shall be elected by the Board
of Directors at the Board's first meeting after each annual meeting of
stockholders.
Section 3. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby. Any vacancy occurring in any office
of the corporation shall be filled by the Board of Directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
6
<PAGE> 7
Section 5. The President shall be the chief executive officer of the
corporation. The President shall preside at all meetings of the stockholders,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute under the seal of the
corporation bonds, mortgages and other contracts requiring a seal, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof is expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
Section 6. In the absence of the President or in the event of his
inability or refusal to act, the Vice-President (or in the event there are more
than one, the Vice-Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice-President shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 7. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all of the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. The
Secretary shall have custody of the corporate seal of the corporation, and he,
or an Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it, and (when so affixed) it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.
Section 8. The Assistant Secretary, or if there are more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
Section 9. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the
7
<PAGE> 8
corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors.
Section 10. The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President, and the Board of Directors at
the Board's regular meetings or when the Board so requires, an account of all
his transactions as Treasurer and of the financial condition of the
corporation.
Section 11. If required by the Board of Directors, the Treasurer shall
give the corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.
Section 12. The Assistant Treasurer, or if there are more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there is no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statute, the Certificate
of Incorporation or these Bylaws, notice is required to be given to any
director or stockholder, it shall not be construed to mean solely personal
notice, but such notice may be given in writing by mail addressed to such
director or stockholder at his address as it appears on the records of the
corporation with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of statute, 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.
8
<PAGE> 9
ARTICLE IX
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by the Chairman or Vice-Chairman of the Board of
Directors, or the President or a Vice-President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by the stockholder in the corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent
or a registrar (other than the corporation itself or an employee of the
corporation). 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, the certificate 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.
Section 3. The Board of Directors may direct that a new certificate or
certificates 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 that fact by the person claiming the certificate
to be lost, stolen 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, stolen 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 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.
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by the
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or entitled 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
9
<PAGE> 10
stock or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date that shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. 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 date for the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner. The corporation shall be entitled to hold
liable for calls and assessments a person registered on its books as the owner
of shares. The corporation 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, regardless of whether the corporation shall have express or other
notice thereof, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, unless otherwise provided by statute, the Certificate of
Incorporation or these Bylaws, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash,
property, or in shares of stock, unless otherwise provided by statute, the
Certificate of Incorporation or these Bylaws. 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 Board of Directors from time to time, in
their absolute discretion, may think proper as a reserve or reserves for
contingencies, equalizing dividends, repairing or maintaining any property of
the corporation, or for such other purpose or purposes as the Board of
Directors shall think conducive to the interests of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.
Section 2. Annual Statements. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
Section 3. 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 of Directors may from time to time designate.
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<PAGE> 11
Section 4. Fiscal Year. The fiscal year of the corporation shall be
designated by resolution of the Board of Directors.
Section 5. Indemnification. The corporation shall have the power to
indemnify its officers, directors, employees and agents of the Corporation, and
such other persons as designated by the Board of Directors, to the full extent
as permitted under the laws of the State of Delaware
Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization, and the name of the
State of Delaware. The seal may be used by causing it or a facsimile thereof
to be impressed, affixed or otherwise reproduced.
Section 7. Amendments. Unless such power is reserved to the stockholders
by statute, the Certificate of Incorporation or these Bylaws, these Bylaws may
be altered, amended or repealed or new Bylaws adopted either by the
stockholders or the Board of Directors (when such power is conferred upon the
Board of Directors by the Certificate of Incorporation, and subject to repeal
or change by action of the stockholders) at any annual meeting of the
stockholders or regular meeting of the Board of Directors, or at any special
meeting of the stockholders or the Board of Directors (if notice of such
alteration, amendment, repeal or adoption of new Bylaws is contained in the
notice of such special meeting), by a vote of a majority of the holders of
stock having voting power present in person or represented by proxy at such
meeting at which there is a quorum, or by a vote of a majority of the directors
present at such meeting at which there is a quorum (whichever is applicable).
TPA3-559371
11
<PAGE> 1
EXHIBIT 3.163.1
STATE
OF
CALIFORNIA
OFFICE OF THE SECRETARY OF STATE
1945923
CERTIFICATE OF QUALIFICATION
I, BILL JONES, SECRETARY OF STATE OF THE STATE OF CALIFORNIA, HEREBY CERTIFY:
THAT ON THE 11th DAY OF AUGUST, 1995, COCOLA MEDIA CORPORATION OF FLORIDA, A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF DELAWARE, COMPLIED WITH THE
REQUIREMENTS OF CALIFORNIA LAW IN EFFECT ON THAT DATE FOR THE PURPOSE OF
QUALIFYING TO TRANSACT INTRASTATE BUSINESS IN THE STATE OF CALIFORNIA, AND THAT
AS OF SAID DATE SAID CORPORATION BECAME AND NOW IS QUALIFIED AND AUTHORIZED TO
TRANSACT INTRASTATE BUSINESS IN THE STATE OF CALIFORNIA, SUBJECT HOWEVER, TO ANY
LICENSING REQUIREMENTS OTHERWISE IMPOSED BY THE LAWS OF THIS STATE.
[THE GREAT SEAL OF THE STATE OF IN WITNESS WHEREOF, I
CALIFORNIA] EXECUTE THIS CERTIFICATE
AND AFFIX THE GREAT SEAL
OF THE STATE OF CALIFORNIA
THIS 15th DAY OF August,
1995
/s/ Bill Jones
SECRETARY OF STATE
<PAGE> 2
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-----------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "COCOLA BROADCASTING COMPANIES", FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF MARCH, A.D. 1995, AT 4 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
SECRETARY'S OFFICE /s/ Edward J. Freel
DELAWARE -----------------------------------
[SEAL] EDWARD J. FREEL, SECRETARY OF STATE
2493863 8100 AUTHENTICATION: 7454179
950068725 DATE: 03-28-95
<PAGE> 3
CERTIFICATE OF INCORPORATION
OF
COCOLA BROADCASTING COMPANIES
FIRST. The name of the corporation is Cocola Broadcasting
Companies.
SECOND. Its registered office in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19801. The registered agent in charge thereof is The Corporation Trust
Company.
THIRD. The purpose or purposes of the corporation is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware, and to have and exercise all
the powers conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law of the State of Delaware.
FOURTH. The amount of the total authorized capital stock of
this corporation shall be one thousand (1,000) shares of voting common stock,
with a par value of one cent ($0.01) per share.
FIFTH. The name and mailing address of the incorporator is as
follows:
Richard J. Day, Jr.
1255 Twenty-Third Street, N.W.
Suite 500
Washington, D.C. 20037
SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the corporation shall have the
following powers:
(a) To adopt, and to alter or amend the Bylaws, to
fix the amount to be reserved as working capital, and to authorize and cause to
be executed mortgages and liens (without limit as to the amount) upon the
property of this corporation; and
(b) With the consent in writing or pursuant to a vote
of the holders of a majority of the capital stock issued and outstanding, to
dispose of, in any manner, all or substantially all of the property of this
corporation.
SEVENTH. The shareholders and directors shall have the power
to hold their meetings and keep the books, documents and papers of the
corporation within or outside the State of Delaware and at such place or places
as may be from time to time
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designated by the Bylaws or by resolution of the shareholders or directors,
except as otherwise required by the laws of the State of Delaware.
EIGHTH. The objects, purposes and powers specified in any
clause or paragraph of this Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this Certificate of Incorporation. The objects, purposes
and powers in each of the clauses and paragraphs of this Certificate of
Incorporation shall be regarded as independent objects, purposes and powers. The
objects, purposes and powers specified in this Certificate of Incorporation are
in furtherance and not in limitation of the objects, purposes and powers
conferred by statute.
NINTH. The corporation shall have the power to indemnify its
officers, directors, (Employees and agents, and such other persons as may be
designated as set forth in the By-laws, to the full extent permitted by the laws
of the State of Delaware. A director shall not be :personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duties as a director, provided that the liability of a director (i) for any
breach of the director's loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of Title 8 of the
Delaware Code, or (iv) for any 'transaction from which the director derived an
improper personal benefit shall not be eliminated or limited hereby.
TENTH. The corporation shall have perpetual existence.
The undersigned, Richard J. Day, Jr. for the purpose of
forming a corporation under the laws of the State of Delaware, does hereby make,
file and record this Certificate of Incorporation and does hereby certify that
the facts herein stated are true, and has accordingly hereunto set her hand and
seal.
/s/ Richard J. Day, Jr.
------------------------------------
Richard J. Day, Jr. Incorporator
Dated: March 28, 1995
<PAGE> 5
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
COCOLA BROADCASTING COMPANIES
Cocola Broadcasting Companies, a corporation organized under
the Delaware General Corporation Law (the "Law"), for the purpose of amending
its Certificate of Incorporation before having received payment for stock,
pursuant to Section 241(b) of the Law, hereby certifies that Article First of
the Certificate of Incorporation is amended to read in its entirety as follows:
FIRST. The name of the Corporation is Cocola Broadcasting
Media Corporation of Florida.
IN WITNESS WHEREOF, this Certificate of Amendment has been
duly executed by the sole incorporator as of the 12th day of April, 1995.
/s/ Richard J. Day, Jr.
--------------------------------------
Richard J. Day, Jr., Sole Incorporator
<PAGE> 6
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
COCOLA BROADCASTING COMPANIES
Cocola Broadcasting Companies, a corporation organized under
the Delaware General Corporation Law (the "Law"), for the purpose of amending
its Certificate of Incorporation before having received payment for stock,
pursuant to Section 241(b) of the Law, hereby certifies that Article First of
the Certificate of Incorporation is amended to read in its entirety as follows:
FIRST. The name of the Corporation is Cocola Media Corporation
of Florida.
IN WITNESS WHEREOF, this Certificate of Amendment has been
duly executed by the sole incorporator as of the 19th day of June, 1995.
/s/ Richard J. Day, Jr.
--------------------------------------
Richard J. Day, Jr., Sole Incorporator
<PAGE> 1
Exhibit 3.163.2
BY-LAWS
OF
COCOLA MEDIA CORPORATION OF FLORIDA
ARTICLE I
OFFICES
Section 1. The registered office shall be located at 1013
Centre Road, in the City of Wilmington, County of New Castle, State of Delaware
19899 or such other place within the State of Delaware as the Board of Directors
may from time to time determine.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware and the United States as
the Board of Directors may from time to time determine or as the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders for the
election of directors shall be held at such place and time as may be fixed from
time to time by the Board of Directors, or at such other place either within or
without the State of Delaware or the United States, 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 the notice thereof. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware or the United States, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors. At the annual meeting, the stockholders shall elect the
Board of Directors and shall transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and time of the meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting except to the extent that applicable law
provides otherwise.
Section 4. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, may be called by the President and shall be
called
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by the President or Secretary at the request in writing of a majority of the
Board of Directors or at the request in writing of stockholders owning a
majority of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such requests shall state the purpose or purposes of the
proposed meeting. Upon such receipt of such request in writing, the Secretary
shall cause the date of such special meeting to be set not less than thirty (30)
nor more than sixty (60) days after the receipt of the request.
Section 5. Written notice of a special meeting shall state the
place, date and time of the meeting and the purpose or purposes for which the
meeting is called and shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote at
such meeting, except to the extent that applicable law permits otherwise.
Section 6. Business transacted at any special meeting of the
stockholders shall be limiteid to the purpose or purposes stated in the notice,
unless the holders of a majority of the issued and outstanding shares entitled
to vote otherwise consent thereto either at the special meeting or in writing
executed subsequent to the meeting.
Section 7. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) days before every
annual or special meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to examination by any
stockholder for any purpose germane to the meeting during ordinary business
hours, and 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 (if not so specified) at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present at the meeting. The stock ledger shall
presumptively determine the identity of the stockholders entitled to examine the
stock ledger, list of stockholders or the books of the corporation.
Section 8. The holders of a majority of the issued and
outstanding shares entitled to vote thereat, who are present in person or
represented by proxy at the meeting, shall constitute a quorum at all annual and
special meetings of the stockholders for the transaction of business, unless
otherwise provided by statute, the Certificate of Incorporation or these
By-laws. The stockholders present at a duly called or held meeting at which a
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<PAGE> 3
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, provided that any action taken (other than adjournment) must be approved
by at least a majority of the shares required to constitute a quorum. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place to which the meeting is adjourned, 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 that might have been transacted at
the meeting as originally described in the notice to the stockholders. 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.
Section 9. When a quorum is present at any annual or special
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy at the meeting shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute, the Certificate of Incorporation or these By-laws
a different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 10. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, each stockholder shall at every
annual or special meeting of the stockholders be entitled to one vote in person
or by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted or acted upon after a period of three
years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock of the corporation 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. Such consent
shall be filed with the Secretary of the corporation. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
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<PAGE> 4
Section 12. Subject to the rights of holders of any of the
corporation's capital stock under any stockholders agreement between such
holders and the corporation, nominations for election to the Board of Directors
may be made by the Board of Directors or by any stockholder entitled to vote
for directors generally at any meeting at which directors are to be elected.
Nomination may be made by stockholders only if notice thereof is given to the
Secretary of the corporation at least ten (10) days in advance of the meeting or
two (2) days after service of notice of the meeting (whichever shall occur
last). The chairman of the meeting may refuse to acknowledge any nominations not
made in accordance with the foregoing procedure or in accordance with applicable
law.
Section 13. The transactions of any meeting of stockholders,
however called and noticed, and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting or an approval of
the minutes thereof. No stockholder may object to any failure to comply with the
provisions of this Section 13 if either (i) at any time before or after the
meeting he exercises a written waiver of notice or (ii) he attends such meeting
in person or by proxy, except if he attends solely 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. Any waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any annual or special meeting of stockholders. All such waiver, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
ARTICLE III
DIRECTORS
Section 1. The number of directors that constitutes the Board
of Directors shall be at least one (1) and not more than ten (10). The first
Board of Directors shall initially consist of two (2) directors. Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the Board of Directors or by the stockholders of the Common
Stock at the annual meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article.
Each director shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors
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<PAGE> 5
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director. The directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
Section 3. The business of the corporation shall be managed by
or under the direction of its Board of Directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation or these By-laws directed or required
to be exercised or done by the stockholders. The directors are authorized to
delegate any of the powers of the Board of Directors in the course of the
business of the corporation to any standing or special committee, or to any
officer or agent, or to appoint any persons to be the agents of the corporation
with such powers, including the power to subdelegate, and upon such terms as
they deem fit.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware or the United States.
Section 2. The organizational meeting of each newly elected
Board of Directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting. No notice of such meeting to the
newly elected directors shall be necessary in order legally to constitute the
meeting, provided a quorum shall be present. If the stockholders fail to fix the
time or place of the first meeting of the newly elected Board of Directors or if
this meeting is not held at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors or
as shall be specified in a written waiver signed by all of the directors.
Section 3. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be
called by the President on three (3) days notice to each director, either
personally, by mail or by telegram. Such meetings shall be called by the
President or Secretary in like
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manner and on like notice on the written request of a majority of the directors.
Section 5. At all regular and special meetings of the Board of
Directors, a simple majority of the directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, unless otherwise specifically provided by statute, the Certificate of
Incorporation or these By-laws. If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum shall be present. The directors present at a duly called or held meeting
at which a quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough directors to leave less than a quorum,
provided that any action taken (other than adjournment) must be approved by at
least a majority of the directors required to constitute a quorum.
Section 6. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or the committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board of Directors.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each consisting
of two or more 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. In the absence or
disqualification of a member of a committee, the member or members thereof
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.
Section 2. Except as provided below, any committee, to the
extent provided in the resolutions of the Board of Directors and in these
By-laws, shall have and may exercise all of the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize
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the seal of the corporation to be affixed to all papers that may require it. No
committee, however, shall have the power or authority to amend the Certificate
of Incorporation; to adopt an agreement of merger or consolidation; to recommend
to the stockholders the sale, lease, exchange or other disposition of all or
substantially all of the corporation's property and assets; to recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution;
or to amend these By-laws; further, unless a resolution of the Board of
Directors, these By-laws, or the Certificate of Incorporation expressly so
provides, no committee shall have the power or authority to declare a dividend,
to authorize that issuance of stock, or to adopt a certificate of ownership and
merger.
Section 3. A committee or committees shall have such name or
names as may be determined from time to time by resolution, adopted by the Board
of Directors.
Section 4. Each committee shall keep regular minutes of its
meetings and shall file them with the minutes of the proceedings of the Board of
Directors when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
Section 1. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, the Board of Directors shall
have the authority to fix the compensation of the directors.
Section 2. The directors may be paid their expenses, if any,
of attending meetings of the Board of Directors. Such payments may take the form
of a fixed sum for attendance at each meeting or a stated salary as a director.
Members of committees may be allowed like compensation for attending committee
meetings.
Section 3. No payment permitted under this Article VI shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE VII
OFFICERS
Section 1. The officers of the corporation shall be designated
by the Board of Directors, by election, and, unless otherwise required by the
General Corporation Law of the State of Delaware, may include a President, Vice
President, a Secretary and a Treasurer. The Board of Directors may also elect
such other officers and agents as it deems necessary, including Vice-
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Presidents and one or more Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same person, unless otherwise provided by
statute, the Certificate of Incorporation or these By-laws.
Section 2. The officers of the corporation shall be elected by
the Board of Directors at the Board's first meeting after each annual meeting of
stockholders.
Section 3. The officers of the corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby. Any
vacancy occurring in any office of the corporation shall be filled by the Board
of Directors.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 5. The President shall be the chief executive officer
of the corporation. The President shall preside at all meetings of the
stockholders, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. Subject to the provisions of these By-laws
and to the direction of the Board, the President shall perform all duties and
have all powers which are commonly incident to the office of chief executive or
which are delegated to the President by the Board of Directors. The President
shall have general supervision and direction over all of the other officers,
employees and agents of the corporation.
Section 6. In the absence of the President or in the event of
his inability or refusal to act, the Vice-President (or in the event there are
more than one, the Vice-Presidents in the order designated, or in the absence of
any designation, then in the order of their election) shall perform the duties
of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice-President shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
Section 7. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all of the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under
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whose supervision he shall be. The Secretary shall have custody of the corporate
seal of the corporation, and he, or an Assistant Secretary, shall have the
authority to affix the same to any instrument requiring it, and (when so
affixed) it may be attested by his signature or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.
Section 8. The Assistant Secretary, or if there is more than
one, the Assistant Secretaries in the order determined by the Board of Directors
(or if there is no such determination, then in the order of their election),
shall, in the absence of the Secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
Section 9. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 10. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President, and the Board of
Directors at the Board's regular meetings or when the Board so requires, an
account of all his transactions as Treasurer and of the financial condition of
the corporation.
Section 11. If required by the Board of Directors, the
Treasurer shall give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 12. The Assistant Treasurer, or if there are more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there is no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
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ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statute, the
Certificate of Incorporation or these By-Laws, notice is required to be given to
any director or stockholder, it shall not be construed to mean solely personal
notice, but such notice may be given in writing by mail addressed to such
director or stockholder at his address as it appears on the records of the
corporation with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under
the provisions of statute, the Certificate of Incorporation or these By-laws, 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 IX
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by the Chairman or Vice-Chairman of the
Board of Directors, or the President or a Vice-President, and by the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by the stockholder in the corporation.
Section 2. 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, the certificate 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.
Section 3. The Board of Directors may direct that a new
certificate or certificates 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 that fact by the person
claiming the certificate to be lost, stolen 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, stolen 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 in such sum as it may direct as
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indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Upon surrender, to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by the proper evidence of succession, assignment or authority to
transfer and upon compliance with any applicable law relating to the collection
of taxes, the corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, or entitled 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 of Directors may fix, in advance,
a record date that shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. 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 date for
the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends and to vote as such owner. The corporation shall be entitled
to hold liable for calls and assessments a person registered on its books as the
owner of shares. The corporation 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, regardless of whether the corporation shall have express or other notice
thereof, unless otherwise provided by statute, the Certificate of Incorporation
or these By-laws.
ARTICLE X
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividend; may be paid in cash,
property, or in shares of stock, unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws.
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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 Board of Directors
from time to time, in their absolute discretion, may think proper as a reserve
or reserves for contingencies, equalizing dividends, repairing or maintaining
any property of the corporation, or for such other purpose or purposes as the
Board of Directors shall think conducive to the interests of the corporation,
and the Board of Directors may modify or abolish any such reserve in the manner
in which it was created.
Section 2. ANNUAL STATEMENTS. The Board of Directors shall
present at each annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.
Section 3. 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 of Directors may from time to time designate.
Section 4. CONTRACTS. All contracts to which the corporation
is a party shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5. FISCAL YEAR. The fiscal year of the corporation
shall be designated by resolution of the Board of Directors.
Section 6. INDEMNIFICATION. The corporation shall have the
power to indemnify its officers, directors, employees and agents of the
corporation, and such other persons as designated by the Board of Directors, to
the full extent as permitted under the laws of the State of Delaware. Each
person who is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer of another
corporation (including the heirs, executors, administrators or estate of such
person) shall be indemnified by the corporation (and by any corporation
succeeding this corporation by way of a merger or consolidation) to the full
extent permitted or authorized by the laws of the State of Delaware, as now in
effect and as hereafter amended, against any liability, judgment, fine, amount
paid in settlement, cost and expense (including attorneys' fees) asserted or
threatened against and incurred by such person in his capacity as or arising out
of his status as a director or officer of the corporation or, if serving at the
request of the corporation, as a director or officer of another corporation. The
indemnification provided for herein shall include the right to require
advancement by the corporation of attorneys fees and other expenses incurred in
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defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer of
the corporation in his capacity as such in advance of the final disposition of
such proceeding, shall be made by the corporation only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts as advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The indemnification and advancement of expenses provided by this
By-Law provision shall not be exclusive of any other rights to which those
indemnified may be entitled under any other By-Law or under any agreement, vote
of stockholders or disinterested directors or otherwise, and shall not limit in
any way any right which the corporation may have to make different or further
indemnifications with respect to the same or different persons or classes of
persons.
Section 7. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization, and the name
of the State of Delaware. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
Section 8. AMENDMENTS. Unless such power is reserved to the
stockholders by statute, the Certificate of Incorporation or these By-laws,
these By-laws may be altered, amended or repealed or new By-laws adopted either
by the stockholders or the Board of Directors (when such power is conferred upon
the Board of Directors by the Certificate of Incorporation, and subject to
repeal or change by action of the stockholders) at any annual meeting of the
stockholders or regular meeting of the Board of Directors, or at any special
meeting of the stockholders or the Board of Directors (if notice of such
alteration, amendment, repeal or adoption of new By-laws contained in the notice
of such special meeting), by a vote of a majority of the holders of stock having
voting power present in person or represented by proxy at such meeting at which
there is a quorum, or by a vote of a majority of the directors present at such
meeting at which there is a quorum (whichever is applicable).
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<PAGE> 1
EXHIBIT 3.164.1
ARTICLES OF INCORPORATION
OF
PAXSON KANSAS CITY LICENSE, INC.
The undersigned, acting as incorporator of PAXSON KANSAS CITY LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.
ARTICLE I. NAME
The name of the corporation is:
PAXSON KANSAS CITY LICENSE, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.
<PAGE> 2
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401
The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by the
directors.
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<PAGE> 3
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 12th day of November, 1996.
/s/ William L. Watson
William L. Watson, Incorporator
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<PAGE> 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON KANSAS CITY LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service of
process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
William L. Watson
-----------------------------------
William L. Watson, Registered Agent
<PAGE> 1
EXHIBIT 3.164.2
BYLAWS
OF
PAXSON KANSAS CITY LICENSE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the call for the meeting, unless the president, chairman
of the board, the board of directors, or shareholders requesting the meeting
designate another person to do so. The shareholders at a special meeting may
transact only business that is related to the purposes stated in the notice of
the special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.
SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it
is deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the records of the Corporation.
SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to
<PAGE> 2
notice shall be equivalent to giving notice. Attendance by a shareholder
entitled to vote at a meeting, in person or by proxy, shall constitute a waiver
of (a) notice of the meeting, except when the shareholder attends a meeting
solely for the purpose, expressed at the beginning of the meeting, of objecting
to the transaction of any business because the meeting is not lawfully called or
convened, and (b) an objection to consideration of a particular matter at the
meeting that is not within the purpose of the meeting unless the shareholders
object to considering the matter when it is presented.
SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted. If
the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the board
of directors authorizes the dividend; If no prior action is required by the
board of directors pursuant to the Florida Business Corporation Act, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the Corporation; If
prior action is required by the board of directors pursuant to the Florida
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day that the
board of directors adopts a resolution taking such prior action; and For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the day before the first notice is delivered to the shareholders. When a
determination of the shareholders entitled to vote at any meeting has been made,
that determination shall apply to any adjournment of the meeting, unless the
board of directors fixes a new record date. The board of directors shall fix a
new record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice of
and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the number,
series, and class of shares held. The list must be made available at least ten
days before and throughout each meeting of shareholders, or such shorter time as
exists between the record date and the meeting. The list must be made available
at the Corporation's principal office, registered agent's office, transfer
agent's office or at a place identified in the meeting notice in the city where
the meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his agent
or attorney is entitled to inspect the list at any time during the meeting or
its adjournment.
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<PAGE> 3
If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply with the
requirements of this section does not affect the validity of any action taken at
the meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. After a quorum has been established at a shareholders'
meeting, a withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a quorum does not
affect the validity of an adjournment of the meeting or an action taken at the
meeting prior to the shareholders' withdrawal.
Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this Corporation
owned by another corporation the majority of the voting stock of which is owned
or controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent, or proxy to vote the shares. Shares held
by an administrator, executor, guardian, or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
shareholder whose shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument creating the
pledge provides otherwise.
ARTICLE II. DIRECTORS
SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.
SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.
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<PAGE> 4
SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.
SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.
SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.
SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation.
SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken is presumed to have
assented to the action unless he votes against it or expressly abstains from
voting on the action taken, or, he objects at the beginning of the meeting to
the holding of the meeting or transacting specific business at the meeting.
SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number of
remaining directors does not constitute a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.
A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.
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<PAGE> 5
SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.
SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.
SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.
SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.
SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a meeting
of the board of directors need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
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 board of directors need be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
ARTICLE III. OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a treasurer,
and may include one or more vice presidents, one or more assistant secretaries,
and one or more assistant treasurers. The officers shall be elected initially by
the board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of the
shareholders in each year. The board from time to time may elect or appoint
other officers, assistant officers, and agents, who shall have the authority and
perform the duties prescribed by the board. An elected or duly appointed officer
may, in turn, appoint one or more officers or
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<PAGE> 6
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary, or
treasurer shall not affect the existence of the Corporation.
SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.
SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs of
the Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.
SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the other
powers and perform the other duties prescribed by the board of directors, the
chairman of the board, or the president. Unless the board otherwise provides, if
the chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of the
powers of the chairman of the board and president. Any vice president may sign,
with the secretary or assistant secretary, certificates for stock of the
Corporation.
SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in one
or more books provided for that purpose, (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, (c)
maintain custody of the corporate records and the corporate seal, attest the
signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general charge
of the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of secretary and other duties as from time to time
may be prescribed by the chairman of the board, the president, or the board of
directors.
SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for
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<PAGE> 7
monies due and payable to the Corporation from any source whatsoever, and
deposit monies in the name of the Corporation in the banks, trust companies, or
other depositaries as shall be selected by the board of directors, and (c) in
general perform all the duties incident to the office of treasurer and other
duties as from time to time may be assigned to him by the chairman of the board,
the president, or the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors determines.
SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer. Removal shall be without prejudice to any contract rights of the person
removed. The appointment of any person as an officer, agent, or employee of the
Corporation does not create any contract rights. The board of directors may fill
a vacancy, however occurring, in any office.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.
SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this Corporation
or serves or served any other corporation or other enterprise in any capacity at
the request of this Corporation, shall be indemnified by this Corporation, and
this Corporation may advance his related expenses to the full extent permitted
by Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
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<PAGE> 8
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs, or personal representatives may be entitled. The Corporation may, upon
the affirmative vote of a majority of its board of directors, purchase insurance
for the purpose of indemnifying these persons. The insurance may be for the
benefit of all directors, officers, or employees.
ARTICLE V. STOCK CERTIFICATES
SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.
SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer authorized
by the board of directors, and may be sealed with the seal of this Corporation
or a facsimile of the seal. Unless the Corporation's stock is registered
pursuant to every applicable securities law, each certificate shall bear an
appropriate legend restricting the transfer of the shares evidenced by that
certificate.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit form
that the certificate has been lost, destroyed, or wrongfully taken, (b) requests
the issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation, the
transfer agent, and the registrar against any claim that may be made concerning
the alleged loss, destruction, or theft of a certificate, and (d) satisfies any
other reasonable requirements imposed by the Corporation.
SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall bear
a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement of
the restriction.
8
<PAGE> 9
ARTICLE VI. DIVIDENDS
The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VII. SEAL
The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.
ARTICLE VIII. AMENDMENT
These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors or
by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.
9
<PAGE> 1
EXHIBIT 5.1
July 30, 1998
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-4
Registration No. 333-59641
Gentlemen:
We have acted as counsel for Paxson Communications Corporation (the
"Company"), a Delaware corporation, in connection with the preparation of the
above-referenced registration statement (the "Registration Statement"), filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), to register the exchange of 20,000 shares
($200,000,000 million aggregate liquidation preference) of the Company's 13 1/4%
Cumulative Junior Exchangeable Preferred Stock, par value $.001 per share (the
"New Junior Preferred Stock") for an equal number of shares of its outstanding
13 1/4% Cumulative Junior Exchangeable Preferred Stock, par value $.001 per
share (the "Original Junior Preferred Stock," and with the New Junior Preferred
Stock collectively, the "Junior Preferred Stock"), and such indeterminate amount
of the Company's 13 1/4% Exchange Debentures due 2006 (the "New Exchange
Debentures") as may be issuable upon exchange of the New Junior Preferred Stock.
For purposes of rendering the opinions expressed in this letter, we
have examined originals, or copies certified to our satisfaction, of such
corporate records of the Company, certificates of public officials and
representatives of the Company, and other documents as we have deemed it
necessary to require as a basis for such opinion.
With respect to various factual matters material to the opinions
expressed below, we have relied upon certain certificates and information
furnished by pubic officials and representatives of the Company. We have assumed
without inquiry or other investigation (a) the legal capacity of each natural
person executing the agreements described herein, (b) that there have been no
undisclosed modifications
<PAGE> 2
Paxson Communications Corporation
July 30, 1998
Page 2
of any provision of any document reviewed by us in connection with the rendering
of the opinion and no undisclosed prior waiver of any right or remedy contained
in any of the documents, (c) the genuineness of each signature, (d) the
completeness of each document submitted to us, (e) the authenticity of each
document reviewed by us as an original, (f) the conformity to the original of
each document reviewed by us as a copy and the authenticity of the original of
each document received by us a copy, (g) that each transaction complies with all
tests of good faith, fairness, and conscionability required by law, and (h) that
each certificate or copy of a public record furnished by public officials is
accurate, complete, and authentic.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the shares of New Junior Preferred
Stock will be, when and if issued and exchanged for shares of Original Junior
Preferred Stock as contemplated in the Registration Statement, duly authorized,
legally issued and fully paid and non-assessable, and that the New Exchange
Debentures, when and if issued in exchange for shares of New Junior Preferred
Stock as contemplated in the Registration Statement, will constitute binding
obligations of the Company, subject to the limitations of bankruptcy,
insolvency, reorganization, moratorium or other laws or judicial decisions
affecting the enforcement of creditors' rights generally and general principles
of equity.
This opinion letter speaks only as of its date. We undertake no
obligation to advise the addressees (or any other third party) of changes in law
or fact that occur after the date hereof, even though the change may affect the
legal analysis, a legal conclusion, or an informational confirmation in the
opinion.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as a part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/S/ HOLLAND & KNIGHT LLP
<PAGE> 1
EXHIBIT 10.202
PAXSON COMMUNICATIONS CORPORATION
1998 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this 1998 Stock Incentive Plan (the "Plan") is
to further the interests of Paxson Communications Corporation, a
Delaware corporation, its Subsidiaries and its shareholders by
providing incentives in the form of grants of stock options and
restricted stock to key employees and other persons who contribute
materially to the success and profitability of the Company. Also, the
Plan will assist the Company in attracting and retaining key persons.
2. DEFINITIONS. The following definitions will apply to the Plan:
a. "AWARD" means, individually or collectively, a grant under
the Plan of a Nonqualified Stock Option, an Incentive Stock
Option or Restricted Stock.
b. "BOARD" means the board of directors of Paxson
Communications Corporation.
c. "CAUSE" means, except as otherwise may be provided under any
agreement under which any award or grant is made under this Plan,
(i) Recipient's arrest for the commission of (A) a felony, (B) two
(2) offenses for operating a motor vehicle while impaired by or
under the influence of alcohol or illegal drugs, (C) any criminal
act with respect to Recipient's employment (including any criminal
act involving a violation of the Communications Act of 1934, as
amended, or regulations promulgated by the Federal Communications
Commission), or (D) any act that materially threatens to result in
suspension, revocation, or adverse modification of any FCC license
of any broadcast station owned by any affiliate of the Company or
would subject any such broadcast station to fine or forfeiture; (ii)
Recipient's taking of any action or inaction which would cause the
Company to be in default under any material contract, lease or other
agreement; (iii) Recipient's dependence on alcohol or illegal drugs;
(iv) Recipient's failure or refusal to perform according to or
follow the lawful policies and directives of the Chairman of the
Board or the Chief Executive Officer or such other officer or
employee to which Recipient reports; (v) Recipient's
misappropriation, conversion or embezzlement of the assets of the
Company or any affiliate of the Company; and (vi) a material breach
of any Employment Agreement between Recipient and the Company.
d. "CODE" means the Internal Revenue Code of 1986, as amended.
<PAGE> 2
e. "COMMITTEE" means the Compensation Committee appointed by the Board.
If the Board does not appoint a Compensation Committee or in the
case of any Award to members of the Committee, "Committee" means the
Board.
f. "COMMON STOCK" means the Class A Common Stock, par value $.001 per
share of Paxson Communications Corporation, or such other class of
shares or securities as to which the Plan may be applicable pursuant
to Section 9 of the Plan.
g. "COMPANY" means Paxson Communications Corporation and its
Subsidiaries.
h. "DATE OF GRANT" means the date on which the Option or Restricted
Stock, whichever is applicable, is granted.
i. "DISABILITY" means "disability" as defined in the Company's long
term disability plan or policy.
j. "ELIGIBLE PERSON" means any person who performs or has in the past
performed services for the Company, whether as a director, officer,
Employee, consultant or other independent contractor, and any person
who performs services relating to the Company as an employee or
independent contractor of a corporation or other entity that
provides services to the Company.
k. "EMPLOYEE" means any person employed on an hourly or salaried basis
by the Company.
l. "FAIR MARKET VALUE" means, with respect to the Common Stock, (i) if
the Common Stock is listed for trading on a national securities
exchange, the closing sale price, regular way, of the Common Stock
on the principal national securities exchange on which the Common
Stock is listed for trading on the trading day next preceding the
date as of which Fair Market Value is being determined, or if no
sale is reported on such date, the average of the closing bid and
asked prices of the Common Stock on such exchange on such date, (ii)
if the Common Stock is not listed for trading on any national
securities exchange but is listed or quoted on the NASDAQ Stock
Market, the closing sale price of the Common Stock on the trading
day next preceding the date as of which Fair Market Value is being
determined as reported in NASDAQ, or if no sale is reported on such
date, the average of the closing bid and asked prices of the Common
Stock on such day as reported in NASDAQ, and (iii) if the Common
Stock is not publicly traded on the date as of which Fair Market
Value is being determined, Fair Market Value shall be as determined
by the Board, using such factors as the
<PAGE> 3
Board considers relevant, such as the price at which recent sales
have been made, the book value of the Common Stock, and the
Company's current and projected earnings.
m. "INCENTIVE STOCK OPTION" means a stock option, granted pursuant to
this Plan or any other Company plan, that satisfies the requirements
of Section 422 of the Code and that entitles the Recipient to
purchase stock of the Company.
n. "NONQUALIFIED STOCK OPTION" means a stock option, granted pursuant
to the Plan, that is not an Incentive Stock Option and that entitles
the Recipient to purchase stock of the Company.
o. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.
p. "OPTION AGREEMENT" means a written agreement, between the Company
and a Recipient, that sets out the terms and restrictions of an
Option Award.
q. "OPTION SHAREHOLDER" means an Employee who has acquired Shares upon
exercise of an Option.
r. "OPTION SHARES" means Shares that a Recipient receives upon exercise
of an Option.
s. "PERIOD OF RESTRICTION" means the period beginning on the Date of
Grant of a Restricted Stock Award and ending on the date on which
all restrictions applicable to the Shares subject to such Award
expire.
t. "PLAN" means this Paxson Communications Corporation 1998 Stock
Incentive Plan, as amended from time to time.
u. "RECIPIENT" means an individual who receives an Award.
v. "RESTRICTED STOCK" means an Award granted pursuant to Section 7 of
the Plan consisting of Shares subject to such terms and restrictions
as shall be established by the Committee.
w. "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Recipient setting forth the terms and restrictions of
an Award of Restricted Stock.
x. "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 9 of the Plan.
<PAGE> 4
y. "SUBSIDIARY" means any corporation 50 percent or more of the voting
securities of which are owned directly or indirectly by the Company
at any time during the existence of the Plan.
3. ADMINISTRATION. The Committee will administer the Plan. The Committee
has the exclusive power to select the Recipients of Awards pursuant to
the Plan, to establish the terms of the Awards granted to each
Recipient, and to make all other determinations necessary or advisable
under the Plan. The Committee has the sole discretion to determine
whether the performance of an Eligible Person warrants an Award under
the Plan, and to determine the size and type of the Award. The
Committee has full and exclusive power to construe and interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to
the Plan, and to take all actions necessary or advisable for the Plan's
administration. The Committee, in the exercise of its powers, may
correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to
the extent it deems necessary or expedient to make the Plan fully
effective. In exercising this power, the Committee may retain counsel
at the expense of the Company. The Committee also has the power to
determine the duration and purposes of leaves of absence which may be
granted to a Recipient without constituting a termination of the
Recipient's employment for purposes of the Plan. Any of the Committee's
determinations will be final and binding on all persons. A member of
the Committee will not be liable for performing any act or making any
determination in good faith.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 9 of the
Plan, the maximum aggregate number of Shares that may be subject to
Awards under the Plan is 7,200,000. If an unexercised Award expires or
becomes unexercisable, the unpurchased Shares subject to such Award
will be available for other Awards under the Plan.
5. ELIGIBILITY. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Award under the Plan.
Only an Employee may receive an Incentive Stock Option. The Committee's
grant of an Award to a Recipient in any year does not entitle the
Recipient to an Award in any other year. Furthermore, the Committee may
grant different Awards to different Recipients. The Committee may
consider such factors as it deems pertinent in selecting Recipients and
in determining the types and sizes of their Awards. Recipients may
include persons who previously received stock, stock options or other
benefits under the Plan or another plan of the Company or a Subsidiary,
whether or not the previously granted benefits have been fully
exercised or vested. An Award will not enlarge or otherwise affect a
Recipient's right, if any, to continue to serve the Company
<PAGE> 5
and its Subsidiaries in any capacity, and will not restrict the right
of the Company or a Subsidiary to terminate at any time the Recipient's
employment.
6. OPTIONS. The Committee may grant Options to purchase Common Stock to
Recipients in such amounts as the Committee determines in its sole
discretion; provided that, subject to the provisions of Section 9 of
the Plan, (i) during any 12-month period, the Committee may not grant
to any Recipient Options to purchase more than a total of 2,000,000
Shares, (ii) the Committee may not grant Options such that during any
12-month period the aggregate number of Shares with respect to which
Options first become exercisable ("vest") during such period, in
accordance with the vesting schedules established by the Committee as
of the Date of Grant, exceeds 5% of the Company's total issued and
outstanding shares of common stock, determined in accordance with the
rules of the American Stock Exchange, and (iii) the Committee may not
grant Options such that during any five year period the aggregate
number of Shares with respect to which Options vest during such period,
in accordance with the vesting schedules established by the Committee
as of the Date of Grant, exceeds 10% of the Company's total issued and
outstanding shares of common stock, determined in accordance with the
rules of the American Stock Exchange. An Option may be in the form of
an Incentive Stock Option or a Nonqualified Stock Option. The Committee
may grant an Option alone or in addition to another Award. Each Option
will satisfy the following requirements:
a. WRITTEN AGREEMENT. Each Option granted to a Recipient will be
evidenced by an Option Agreement. The terms of the Option
Agreement need not be identical for different Recipients. The
Option Agreement will contain such provisions as the Committee
deems appropriate and will include a description of the
substance of each of the requirements in this Section 6.
b. NUMBER OF SHARES. Each Option Agreement will specify the
number of Shares that the Recipient may purchase upon exercise
of the Option.
c. EXERCISE PRICE.
i. INCENTIVE STOCK OPTION. Except as provided in
subsection 6.l. of the Plan, the exercise price of
each Share subject to an Incentive Stock Option will
equal the exercise price designated by the Committee,
but will not be less than the Fair Market Value on
the Date of Grant.
ii. NONQUALIFIED STOCK OPTION. The exercise price of each
Share subject to a Nonqualified Stock Option
<PAGE> 6
will equal the exercise price designated by the
Committee.
d. DURATION OF OPTION.
i. INCENTIVE STOCK OPTION. Except as otherwise provided
in this Section 6, an Incentive Stock Option will
expire on the earlier of the tenth anniversary of the
Date of Grant or the date set by the Committee on the
Date of Grant.
ii. NONQUALIFIED STOCK OPTION. Except as otherwise
provided in this Section 6, a Nonqualified Stock
Option will expire on the tenth anniversary of its
Date of Grant or at such earlier or later date set by
the Committee on the Date of Grant.
e. VESTING OF OPTION. Each Option Agreement will specify the
vesting schedule applicable to the Option. The Committee, in
its sole discretion, may accelerate the vesting of any Option
at any time. An unexercised Option that is not fully vested
will become fully vested if the Recipient of the Option dies
or terminates employment with the Company because of
Disability.
f. DEATH.
i. INCENTIVE STOCK OPTION. If a Recipient dies, an
Incentive Stock Option granted to the Recipient will
expire on the one-year anniversary of the Recipient's
death, or if earlier, the date specified in
subsection 6.d. of the Plan, unless the Committee
sets an earlier expiration date on the Date of Grant.
ii. NONQUALIFIED STOCK OPTION. If a Recipient dies, a
Nonqualified Stock Option granted to the Recipient
will expire on the one-year anniversary of the
Recipient's death, or if earlier, the date specified
in subsection 6.d. of the Plan, unless the Committee
sets an earlier or later expiration date on the Date
of Grant, or a later expiration date subsequent to
the Date of Grant but prior to the one-year
anniversary of the Recipient's death.
g. DISABILITY.
i. INCENTIVE STOCK OPTION. If the Recipient terminates
employment with the Company because of his
Disability, an Incentive Stock Option granted to the
Recipient will expire on the one-year anniversary of
the Recipient's last day of
<PAGE> 7
employment, or, if earlier, the date specified in
subsection 6.d. of the Plan.
ii. NONQUALIFIED STOCK OPTION. If the Recipient
terminates employment with the Company because of his
Disability, a Nonqualified Stock Option granted to
the Recipient will expire on the one-year anniversary
of the Recipient's last day of employment, or, if
earlier, the date specified in subsection 6.d. of the
Plan, unless the Committee sets an earlier or later
expiration date on the Date of Grant or a later
expiration date subsequent to the Date of Grant but
prior to the one-year anniversary of the Recipient's
last day of employment.
h. RETIREMENT OR INVOLUNTARY TERMINATION.
i. INCENTIVE STOCK OPTION. If the Recipient terminates
employment with the Company as a result of his
retirement in accordance with the Company's normal
retirement policies, or if the Company terminates the
Recipient's employment other than for Cause, an
Incentive Stock Option granted to the Recipient will
expire 90 days following the last day of the
Recipient's employment, or, if earlier, the date
specified in subsection 6.d. of the Plan, unless the
Committee sets an earlier expiration date on the Date
of Grant.
ii. NONQUALIFIED STOCK OPTION. If the Recipient
terminates employment with the Company as a result of
his retirement in accordance with the Company's
normal retirement policies, or if the Company
terminates the Recipient's employment other than for
Cause, a Nonqualified Stock Option granted to the
Recipient will expire 180 days following the last day
of the Recipient's employment, or, if earlier, the
date specified in subsection 6.d. of the Plan, unless
the Committee sets an earlier or later expiration
date on the Date of Grant or a later expiration date
subsequent to the Date of Grant but prior to 180 days
following the Recipient's last day of employment.
i. TERMINATION OF SERVICE. If the Recipient's employment with the
Company terminates for any reason other than the reasons
described in Sections 6.f., 6.g., 6.h., or 6.j. of the Plan,
an Option granted to the Recipient will expire 30 days
following the last day of the Recipient's employment with the
Company, or, if earlier, the date specified in subsection 6.d.
of the Plan, unless the Committee sets an earlier or later
expiration date on the
<PAGE> 8
Date of Grant or a later expiration date subsequent to the
Date of Grant but prior to the 30th day following the
Recipient's last day of employment. The Committee may not
delay the expiration of an Incentive Stock Option more than 90
days after termination of the Recipient's employment. During
any delay of the expiration date, the Option will be
exercisable only to the extent it is exercisable on the date
the Recipient's employment terminates, subject to any
adjustment under Section 9 of the Plan.
j. CAUSE. Notwithstanding any provisions set forth in the Plan,
if the Company terminates the Recipient's employment for
Cause, any unexercised portion(s) of the Recipient's Option(s)
will expire immediately upon the earlier of the occurrence of
the event that constitutes Cause or the last day the Recipient
is employed by the Company.
k. CONDITIONS REQUIRED FOR EXERCISE. An Option is exercisable
only to the extent it is vested according to the terms of the
Option Agreement. Furthermore, an Option is exercisable only
if the issuance of Shares upon exercise would comply with
applicable securities laws. Each Agreement will specify any
additional conditions required for the exercise of the Option.
l. TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to
an individual who, on the Date of Grant, owns stock possessing
more than 10 percent of the total combined voting power of all
classes of stock of either the Company or any parent or
Subsidiary, will have an exercise price of 110 percent of Fair
Market Value on the Date of Grant and will be exercisable only
during the five-year period immediately following the Date of
Grant. For purposes of calculating stock ownership of any
person, the attribution rules of Code Section 424(d) will
apply, and any stock that such person may purchase under
outstanding options will not be considered.
m. MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
determined on the Date of Grant, of Shares with respect to
which any Incentive Stock Options under the Plan and all other
plans of the Company or its Subsidiaries become exercisable by
any individual for the first time in any calendar year will
not exceed $100,000.
n. METHOD OF EXERCISE. An Option will be deemed exercised when
the person entitled to exercise the Option (i) delivers
written notice to the President of the Company (or his
delegate, in his absence) of the decision to exercise, (ii)
concurrently tenders to the Company full payment for the
Shares to be purchased pursuant to the
<PAGE> 9
exercise, and (iii) complies with such other reasonable
requirements as the Committee establishes pursuant to Section
8 of the Plan. Payment for Shares with respect to which an
Option is exercised may be made (i) in cash, (ii) by certified
check, (iii) in the form of Common Stock having a Fair Market
Value equal to the exercise price, or (iv) by delivery of a
notice instructing the Company to deliver the Shares to a
broker subject to the broker's delivery of cash to the Company
equal to the exercise price. No person will have the rights of
a shareholder with respect to Shares subject to an Option
granted under the Plan until a certificate or certificates for
the Shares have been delivered to him. A partial exercise of
an Option will not affect the holder's right to exercise the
remainder of the Option from time to time in accordance with
the Plan.
o. LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in
its discretion and subject to the requirements of applicable
law, recommend to the Company that it lend the Recipient the
funds needed by the Recipient to exercise an Option. The
Recipient will apply to the Company for the loan, completing
the forms and providing the information required by the
Company. The loan will be secured by such collateral as the
Company may require, subject to its underwriting requirements
and the requirements of applicable law. The Recipient will
execute a promissory note and any other documents deemed
necessary by the Company.
p. DESIGNATION OF BENEFICIARY. Each Recipient may file with the
Company a written designation of a beneficiary to receive the
Recipient's Options in the event of the Recipient's death
prior to full exercise of such Options. If the Recipient does
not designate a beneficiary, or if the designated beneficiary
does not survive the Recipient, the Recipient's estate will be
his beneficiary. Recipients may, by written notice to the
Company, change a beneficiary designation.
q. TRANSFERABILITY OF OPTION.
i. NONQUALIFIED STOCK OPTION. To the extent permitted by
tax, securities or other applicable laws to which the
Company, the Plan, Recipients or Eligible Persons are
subject, and unless provided otherwise by the
Committee on the Date of Grant, a Recipient who
receives a Nonqualified Stock Option may transfer
such Option to (i) the Recipient's spouse, child,
stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, (ii) a trust for
<PAGE> 10
the benefit of the Recipient's spouse, child,
stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, or (iii) a
partnership whose partners consist solely of the
Recipient's spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law.
ii. INCENTIVE STOCK OPTION. An Incentive Stock Option
granted under the Plan is not transferable except by
will or the laws of descent and distribution. During
the lifetime of the Recipient, all rights of the
Incentive Stock Option are exercisable only by the
Recipient.
7. RESTRICTED STOCK. The Committee may grant Awards of Restricted Stock to
Recipients in such amounts as the Committee determines in its sole
discretion. The Committee may grant Awards of Restricted Stock alone or
in addition to another Award. Each Restricted Stock Award granted to a
Recipient will satisfy the following requirements:
a. WRITTEN AGREEMENT. Each Restricted Stock Award granted to a
Recipient will be evidenced by a Restricted Stock Agreement.
The terms of the Restricted Stock Agreement need not be
identical for each Recipient. The Restricted Stock Agreement
will specify the Period(s) of Restriction. In addition, the
Restricted Stock Agreement will include a description of the
substance of each of the requirements in this Section 7 and
will contain such provisions as the Committee deems
appropriate.
b. NUMBER OF SHARES. Each Restricted Stock Agreement will specify
the number of Shares of Restricted Stock granted to the
Recipient.
c. TRANSFERABILITY. Shares of Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or
hypothecated until the end of the applicable Period of
Restriction, or upon earlier satisfaction of any other
conditions, as specified in the Restricted Stock Agreement.
d. OTHER RESTRICTIONS. The Committee will impose on Shares of
Restricted Stock any other restrictions that the Committee
deems advisable, including, without limitation, vesting
restrictions, restrictions based upon the achievement of
specific Company-wide, Subsidiary, or individual performance
goals, and/or restrictions under
<PAGE> 11
applicable federal or state securities laws, and may place
legends on the certificates representing Restricted Stock to
give appropriate notice of such restrictions. The Committee
may also require that Recipients make cash payments at the
time of grant or upon expiration of the Period of Restriction
in an amount not less than the par value of the Shares of
Restricted Stock.
e. CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to subsection 7.d. of the Plan, each
certificate representing Restricted Stock will bear the
following legend:
The sale or other transfer of the Shares represented
by this certificate, whether voluntary, involuntary,
or by operation of law, is subject to certain
restrictions on transfer as set forth in the Paxson
Communications Corporation 1998 Stock Incentive Plan,
as amended, and in a Restricted Stock Agreement dated
. A copy of the Plan and the Restricted Stock
Agreement may be obtained from the Chief Financial
Officer of Paxson Communications Corporation.
f. REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section 7, Restricted Stock will become freely transferable by
the Recipient after the Period of Restriction expires. The
Recipient will be entitled to removal of the legend required
by subsection 7.e. of the Plan following the expiration of the
Period of Restriction.
g. VOTING RIGHTS. During the Period of Restriction, Recipients
holding Restricted Stock may exercise full voting rights with
respect to such Shares.
h. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Recipients holding Restricted Stock will be
entitled to receive all dividends and other distributions
payable to the holders of the Common Stock generally. If any
such dividends or distributions are paid in Shares, such
Shares will be subject to the same restrictions on
transferability and risks of forfeiture as the Shares of
Restricted Stock with respect to which they were paid.
i. DEATH. The restrictions on a Recipient's Restricted Stock will
terminate on the date of the Recipient's death.
j. DISABILITY. If a Recipient terminates employment with the
Company because of his total and permanent Disability, the
restrictions on the Recipient's Restricted
<PAGE> 12
Stock will expire on the Recipient's last day of employment.
k. TERMINATION OF SERVICE. If a Recipient ceases employment for
any reason other than death or Disability, the Recipient will
forfeit immediately to the Company all nonvested Restricted
Stock held by the Recipient. The Committee may, in its sole
discretion and upon such terms and conditions as it deems
proper, provide for termination of the restrictions on
Restricted Stock following termination of employment.
l. DESIGNATION OF BENEFICIARY. Each Recipient may file with the
Company a written designation of a beneficiary to receive the
Recipient's Restricted Stock in the event of the Recipient's
death prior to removal of all restrictions thereon. If the
Recipient does not designate a beneficiary, or if the
designated beneficiary does not survive the Recipient, the
Recipient's estate will be his beneficiary. Recipients may, by
written notice to the Company, change a beneficiary
designation.
8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The
Company will have the right to withhold from payments otherwise due and
owing to the Recipient or his beneficiary or to require the Recipient
or his beneficiary to remit to the Company in cash upon demand an
amount sufficient to satisfy any federal (including FICA and FUTA
amounts), state or local withholding tax requirements at the time the
Recipient or his beneficiary recognizes income for federal, state or
local tax purposes with respect to any Award under the Plan.
The Committee may grant Awards and the Company may deliver Shares under
the Plan only in compliance with all applicable federal and state laws
and regulations and the rules of all stock exchanges on which the
Company's stock is listed at any time. An Option is exercisable only if
either (i) a registration statement pertaining to the Shares to be
issued upon exercise of the Option has been filed with and declared
effective by the Securities and Exchange Commission and remains
effective on the date of exercise, or (i) an exemption from the
registration requirements of applicable securities laws is available.
The Plan does not require the Company, however, to file such a
registration statement or to assure the availability of such
exemptions. Any certificate issued to evidence Shares issued under the
Plan may bear such legends and statements, and will be subject to such
transfer restrictions, as the Committee deems advisable to assure
compliance with federal and state laws and regulations and with the
requirements of this Section 8. No Option may be exercised, and Shares
may not be issued under the Plan, until the Company has obtained the
consent or approval of every regulatory body,
<PAGE> 13
federal or state, having jurisdiction over such matters as the
Committee deems advisable.
Each person who acquires the right to exercise an Option or to
ownership of Shares by transfer, bequest or inheritance may be required
by the Committee to furnish reasonable evidence of ownership of the
Option as a condition to his exercise of the Option or receipt of
Shares. In addition, the Committee may require such consents and
releases of taxing authorities as the Committee deems advisable.
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 ("1934 Act"), transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 under
the 1934 Act, as such Rule may be amended from time to time, or its
successor under the 1934 Act. To the extent any provision of the Plan
or action by the Committee or the Company fails to so comply, it will
be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.
9. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or
exchange of shares, stock split, stock dividend, rights offering, or
other expansion or contraction of the Common Stock occurs, the
Committee will equitably adjust the number and class of Shares for
which Awards are authorized to be granted under the Plan, the number
and class of Shares then subject to Awards previously granted to
Employees under the Plan, and the price per Share payable upon exercise
of each Award outstanding under the Plan. To the extent deemed
equitable and appropriate by the Board, subject to any required action
by shareholders, any Award will pertain to the securities and other
property to which a holder of the number of Shares of stock covered by
the Award would have been entitled to receive in connection with any
merger, consolidation, reorganization, liquidation or dissolution.
10. LIABILITY OF THE COMPANY. Neither the Company nor any parent or
Subsidiary of the Company that is in existence or hereafter comes into
existence will be liable to any person for any tax consequences
incurred by a Recipient or other person with respect to an Award.
11. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend, or
terminate the Plan from time to time without approval of the
shareholders of the Company. The Board may, however, condition any
amendment on the approval of the shareholders of the Company if such
approval is necessary or advisable with respect to tax, securities or
other laws applicable to the Company, the Plan, Recipients or Eligible
Persons. Any amendment, whether with or without the approval of
shareholders of the Company, that alters the terms or
<PAGE> 14
provisions of an Award granted before the amendment (unless the
alteration is expressly permitted under the Plan) will be effective
only with the consent of the Recipient of the Award or the holder
currently entitled to exercise the Award.
12. EXPENSES OF PLAN. The Company will bear the expenses of administering
the Plan.
13. DURATION OF PLAN. Awards may be granted under the Plan only during the
ten years immediately following the original effective date of the
Plan.
14. NOTICES. All notices to the Company will be in writing and will be
delivered to Anthony L. Morrison, Esq., Vice President, Secretary and
General Counsel, Paxson Communications Corporation, 601 Clearwater Park
Road, West Palm Beach, Florida 33401. All notices to a Recipient will
be delivered personally or mailed to the Recipient at his address
appearing in the Company's personnel records. The address of any person
may be changed at any time by written notice given in accordance with
this Section 14.
15. APPLICABLE LAW. The validity, interpretation and enforcement of the
Plan are governed in all respects by the laws of Delaware and the
United States of America.
16. EFFECTIVE DATE. The effective date of the Plan will be the earlier of
(i) the date on which the Board adopts the Plan or (ii) the date on
which the shareholders of the Company approve the Plan.
<PAGE> 1
EXHIBIT 21
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
STATE OR
OTHER
JURISDICTION OF
INCORPORATION/
NAME FORMATION D/B/A
- ---- ---------------- -----
<S> <C> <C>
PAXSON COMMUNICATIONS MANAGEMENT COMPANY................................ FLORIDA -----
EXCEL MARKETING ENTERPRISES, INC........................................ FLORIDA -----
PAXSON COMMUNICATIONS TELEVISION, INC................................... FLORIDA -----
PAXSON COMMUNICATIONS OF ATLANTA-14, INC................................ FLORIDA WPXA
PAXSON ATLANTA LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF BOSTON-60, INC................................. FLORIDA WPXB
PAXSON BOSTON LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF DALLAS-68, INC................................. FLORIDA KPXD
PAXSON DALLAS LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF NEW LONDON-26, INC............................. FLORIDA WHPX
PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC........................... FLORIDA WPPX
PAXSON PHILADELPHIA LICENSE, INC........................................ FLORIDA -----
PAXSON COMMUNICATIONS OF MIAMI-35, INC.................................. FLORIDA WPXM
PAXSON COMMUNICATIONS OF SAN JOSE-65, INC............................... FLORIDA KKPX
PAXSON SAN JOSE LICENSE, INC............................................ FLORIDA -----
PAXSON COMMUNICATIONS OF TAMPA-66, INC.................................. FLORIDA WXPX
PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC............................ FLORIDA KPXN
PAXSON LOS ANGELES LICENSE, INC......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC............................ FLORIDA KPXM
PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC.............................. FLORIDA WPXS
PAXSON MINNEAPOLIS LICENSE, INC......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF ORLANDO-56, INC................................ FLORIDA WOPX
PAXSON COMMUNICATIONS OF HOUSTON-49, INC................................ FLORIDA KPXB
PAXSON HOUSTON LICENSE, INC............................................. FLORIDA -----
INFOMALL TV NETWORK, INC................................................ DELAWARE -----
PAXSON COMMUNICATIONS OF CLEVELAND-67, INC.............................. FLORIDA WOAC
PAXSON COMMUNICATIONS OF WASHINGTON-60, INC............................. FLORIDA WWPX
PAXSON WASHINGTON LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF PHOENIX-13, INC................................ FLORIDA KBPX
PAXSON PHOENIX LICENSE, INC............................................. FLORIDA -----
INFOMALL LOS ANGELES, INC............................................... FLORIDA -----
PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.............................. FLORIDA WPXE
PAXSON COMMUNICATIONS OF DENVER-59, INC................................. FLORIDA KPXC
PAXSON COMMUNICATIONS OF NEW YORK-43, INC............................... FLORIDA WIPX
PAXSON NEW YORK LICENSE, INC............................................ FLORIDA -----
PAXSON COMMUNICATIONS OF AKRON-23, INC.................................. FLORIDA WVPX
PAXSON AKRON LICENSE, INC............................................... FLORIDA -----
PAXSON COMMUNICATIONS OF DAYTON-26, INC................................. FLORIDA WDPX
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC........................... FLORIDA WZPX
PAXSON COMMUNICATIONS OF ALBANY-55, INC................................. FLORIDA WYPX
PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC......................... FLORIDA WRPX
PAXSON DAYTON LICENSE, INC.............................................. FLORIDA -----
PAXSON DENVER LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC............................. FLORIDA WPXQ
PAXSON COMMUNICATIONS OF GREENSBORO-16, INC............................. FLORIDA WGPX
PAXSON GREENSBORO LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF TULSA-44, INC.................................. FLORIDA KTPX
PAXSON SPORTS VENTURES COMPANY.......................................... FLORIDA -----
PCC DIRECT, INC......................................................... FLORIDA -----
PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.......................... FLORIDA KOPX
PAXSON ALBANY LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC............................. FLORIDA KCMY
PAXSON SACRAMENTO LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF SEATTLE-33, INC................................ FLORIDA KWPX
PAXSON SEATTLE LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF SAN JUAN, INC.................................. FLORIDA WJPX
WKPV
WJWN
PAXSON COMMUNICATIONS OF BOSTON-46, INC................................. FLORIDA WBPX
PAXSON COMMUNICATIONS OF PHOENIX-51, INC................................ FLORIDA KPPX
PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC............................ FLORIDA KQPX
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
STATE OR
OTHER
JURISDICTION OF
INCORPORATION/
NAME FORMATION D/B/A
- ---- ---------------- -----
<S> <C> <C>
PAXSON LITTLE ROCK LICENSE, INC......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC............................. FLORIDA WPXH
PAXSON BIRMINGHAM LICENSE, INC.......................................... FLORIDA -----
PAXSON SPORTS OF MIAMI, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC......................... FLORIDA KUWB
PAXSON SALT LAKE CITY LICENSE, INC...................................... FLORIDA -----
PAXSON OKLAHOMA CITY LICENSE, INC....................................... FLORIDA -----
PAXSON COMMUNICATIONS OF WASHINGTON-66, INC............................. FLORIDA WPXW
PAXSON COMMUNICATIONS OF SCRANTON-64, INC............................... FLORIDA WQPX
PAXSON SCRANTON LICENSE, INC............................................ FLORIDA -----
PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC............................ FLORIDA KPXE
PAXSON KANSAS CITY LICENSE, INC......................................... FLORIDA -----
PAXSON MILWAUKEE LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF HARTFORD-18, INC............................... FLORIDA WHCT
PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC............................. FLORIDA -----
PAXSON COMMUNICATIONS OF DETROIT-31, INC................................ FLORIDA WPXD
PAXSON DETROIT LICENSE, INC............................................. FLORIDA -----
PAXSON PITTSBURGH LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF ROANOKE-38, INC................................ FLORIDA WPXR
PAXSON ROANOKE LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF FRESNO-61, INC................................. FLORIDA KPXF
PAXSON FRESNO LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.............................. FLORIDA WNPX
PAXSON TENNESSEE LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC........................... FLORIDA KPXR
PAXSON CEDAR RAPIDS LICENSE, INC........................................ FLORIDA -----
PAXSON COMMUNICATIONS OF BUFFALO-51, INC................................ FLORIDA WAQF
PAXSON BUFFALO LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF GREEN BAY-14, INC.............................. FLORIDA WPXG
PAXSON GREEN BAY LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF TUCSON-46, INC................................. FLORIDA KXGR
PAXSON TUCSON LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF NEW YORK-31, INC............................... FLORIDA WPXN
PAXSON MIAMI-35 LICENSE, INC............................................ FLORIDA -----
PAXSON TAMPA-66 LICENSE, INC............................................ FLORIDA WXPX
PAXSON COMMUNICATIONS OF HAWAII-66, INC................................. FLORIDA KPXO
PAXSON HAWAII LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF LOS ANGELES-63, INC............................ FLORIDA KRPA
PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC............................ FLORIDA CHANNEL 14
PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC........................... FLORIDA WFPX
PAXSON FAYETTEVILLE LICENSE, INC........................................ FLORIDA -----
OCEAN STATE TELEVISION, L.L.C........................................... DELAWARE WPXQ
UNITED BROADCAST GROUP II, INC.......................................... TEXAS KPXD
PAXSON COMMUNICATIONS OF CHARLESTON-29, INC............................. FLORIDA WKRP
PAXSON CHARLESTON LICENSE, INC.......................................... FLORIDA -----
JETSTAR DEVELOPMENT, INC................................................ FLORIDA -----
PAX NET, INC............................................................ DELAWARE -----
PAXSON TELEVISION PRODUCTIONS, INC...................................... FLORIDA -----
PAXSON COMMUNICATIONS OF SYRACUSE-56, INC............................... FLORIDA WAUP
PAXSON SYRACUSE LICENSE, INC............................................ FLORIDA -----
PAXSON COMMUNICATIONS OF DECATUR-23, INC................................ FLORIDA -----
PAXSON DECATUR LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF MEMPHIS-50, INC................................ FLORIDA WFBI
PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.............................. FLORIDA WPXK
PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC............................ FLORIDA WCCL
PAXSON COMMUNICATIONS OF PORTLAND-23, INC............................... FLORIDA -----
PAXSON ORLANDO LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF CHICAGO-38, INC................................ FLORIDA WCFC
PAXSON CHICAGO LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF NORFOLK-49, INC................................ FLORIDA WPXV
PAXSON ALBUQUERQUE LICENSE, INC......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.............................. FLORIDA -----
PAXSON DAVENPORT LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF DES MOINES-39, INC............................. FLORIDA -----
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
STATE OR
OTHER
JURISDICTION OF
INCORPORATION/
NAME FORMATION D/B/A
- ---- ---------------- -----
<S> <C> <C>
PAXSON DES MOINES LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF GREENVILLE-38, INC............................. FLORIDA WEPX
PAXSON GREENVILLE LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF JACKSON-51, INC................................ FLORIDA -----
PAXSON JACKSON LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF MOBILE-61, INC................................. FLORIDA -----
PAXSON MOBILE LICENSE, INC.............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF ODESSA-30, INC................................. FLORIDA -----
PAXSON ODESSA LICENSE, INC.............................................. FLORIDA -----
PAXSON PORTLAND LICENSE, INC............................................ FLORIDA -----
PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC............................. FLORIDA -----
PAXSON SHREVEPORT LICENSE, INC.......................................... FLORIDA -----
PAXSON COMMUNICATIONS OF SPOKANE-34, INC................................ FLORIDA -----
PAXSON SPOKANE LICENSE, INC............................................. FLORIDA -----
PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.............................. FLORIDA -----
PAXSON ST. CROIX LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF SPRINGFIELD-34, INC............................ FLORIDA -----
PAXSON SPRINGFIELD LICENSE, INC......................................... FLORIDA -----
S & E NETWORK, INC...................................................... PUERTO RICO WJPX
WKPV
WJWN
CHANNEL 56 OF ORLANDO, INC.............................................. FLORIDA WOPX
TRAVEL CHANNEL ACQUISITION CORPORATION.................................. DELAWARE -----
PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC........................ FLORIDA WPXP
PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.............................. FLORIDA -----
PAXSON LEXINGTON LICENSE, INC........................................... FLORIDA -----
PAXSON COMMUNICATIONS OF PORTLAND-22, INC............................... FLORIDA KBSP
PAXSON SALEM LICENSE, INC............................................... FLORIDA -----
PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC............................ FLORIDA UVALDE
PAXSON COMMUNICATIONS OF FARGO-27, INC.................................. FLORIDA -----
PAXSON TULSA LICENSE, INC............................................... FLORIDA -----
PAXSON KNOXVILLE LICENSE, INC........................................... FLORIDA -----
PAX NET TELEVISION PRODUCTIONS, INC..................................... FLORIDA -----
PAXSON COMMUNICATIONS OF WAUSAU-46, INC................................. FLORIDA -----
PAXSON WAUSAU LICENSE, INC.............................................. FLORIDA -----
COCOLA MEDIA CORPORATION OF SAN FRANCISCO............................... CALIFORNIA -----
CHANNEL 44 OF TULSA, INC................................................ DELAWARE KTPX
COCOLA MEDIA CORPORATION OF FLORIDA..................................... DELAWARE WPXP
PAXSON FARGO LICENSE, INC............................................... FLORIDA -----
PAXSON COMMUNICATIONS LICENSE COMPANY, LLC.............................. DELAWARE WPXG
WPXR
WPXH
WFPX
KPXF
K09XA
WXPX
WPXM
WNPX
KPXR
WPXD
W48AV
WPXV
KWPX
KPXG-LP
KVPX-PX
WIPX-LP
WPXJ-LP
WCPX-LP
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
STATE OR
OTHER
JURISDICTION OF
INCORPORATION/
NAME FORMATION D/B/A
- ---- ---------------- -----
<S> <C> <C>
PAXSON COMMUNICATIONS L.P.T.V., INC..................................... FLORIDA WKOB-LP
W36AQ
W31AJ
W48AV
WSIT-LP
W54CN
W42AM
K07TV
K33DB
K67FE
W55CD
W66BA
W57CJ
W58BY
K54CQ
WNYA-LP
W31AU
W23BA
==========================
</TABLE>
- ------------
<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
13 1/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK
(CUSIP NO. 704231 30 7)
OF
PAXSON COMMUNICATIONS CORPORATION
(A DELAWARE CORPORATION)
PURSUANT TO THE PROSPECTUS DATED ___________, 1998
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON ___________, 1998,
UNLESS EXTENDED.
- -------------------------------------------------------------------------------
TO: THE BANK OF NEW YORK, AS EXCHANGE AGENT
BY REGISTERED OR CERTIFIED MAIL:
THE BANK OF NEW YORK
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
ATTENTION: REORGANIZATION SECTION, FLOOR 7E; CHRIS DAVIS
BY OVERNIGHT COURIER OR BY HAND:
THE BANK OF NEW YORK
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
ATTENTION: REORGANIZATION SECTION, FLOOR 7E; CHRIS DAVIS
BY FACSIMILE: (212) 815-6339
CONFIRM BY TELEPHONE: (212) 815-4997
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received the Prospectus
dated _________, 1998 (the "Prospectus") of Paxson Communications Corporation
(the "Company") and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer to exchange (the "Exchange Offer")
up to 20,000 shares of its new 13 1/4% Cumulative Junior Exchangeable Preferred
Stock (CUSIP ) which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part (the "New Junior Preferred Stock"), for a like number
of shares of the Company's outstanding 13 1/4% Cumulative Junior Exchangeable
Preferred Stock (CUSIP 704231 30 7) (the "Original Junior Preferred Stock"). The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on ___________,
1998, unless the Company, in its sole discretion, extends the Exchange Offer, in
which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended. Capitalized terms used but not defined
herein have the meanings given to them in the Prospectus.
1
<PAGE> 2
The Letter of Transmittal is to be used by holders of Original Junior
Preferred Stock whether (i) certificates representing the shares of Original
Junior Preferred Stock are to be physically delivered herewith, (ii) the
guaranteed delivery procedures described in the Prospectus are to be utilized,
or (iii) tenders are to be made by book-entry transfer to the account maintained
by the Exchange Agent at The Depository Trust Company, New York, New York ("DTC"
or the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in
the Prospectus. Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
Unless the context requires otherwise, the term "Holder" with respect
to the Exchange Offer means any person in whose name shares of Original Junior
Preferred Stock are registered on the books of the Company or the Registrar or
any other person who has obtained a properly completed stock power from the
registered holder or any person whose shares of Original Junior Preferred Stock
are held of record by the Book-Entry Transfer Facility who desires to deliver
such shares of Original Junior Preferred Stock by book-entry transfer at the
Book-Entry Transfer Facility. The undersigned has completed, executed and
delivered this Letter of Transmittal to indicate the action the undersigned
desires to take with respect to the Exchange Offer. Holders who wish to tender
their shares of Original Junior Preferred Stock must complete this Letter of
Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW
<TABLE>
<CAPTION>
=============================================================================================================================
DESCRIPTION OF ORIGINAL JUNIOR PREFERRED STOCK BEING TENDERED
- -----------------------------------------------------------------------------------------------------------------------------
NAMES AND ADDRESSES OF NUMBER OF SHARES NUMBER OF SHARES TENDERED
REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY (2)
(PLEASE FILL IN, IF BLANK) NUMBER(S) CERTIFICATE(S) (1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Total
- -----------------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by Holders tendering by book-entry transfer.
(2) Unless otherwise indicated in the column labeled "Number of Shares
Tendered," any tendering Holder will be deemed to have tendered all of
the shares represented by such Certificate (s).
=============================================================================================================================
</TABLE>
Holders of shares of Original Junior Preferred Stock who wish to tender
and whose Original Junior Preferred Stock are not immediately available or who
cannot deliver their Certificates and all other documents required hereby to the
Exchange Agent prior to the Expiration Date or whose shares of Original Junior
Preferred Stock cannot be delivered on a timely basis pursuant to the rules for
book-entry transfer may tender shares of Original Junior Preferred Stock
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer - Procedures for Tendering." See
Instruction 1 below.
2
<PAGE> 3
[ ] CHECK HERE IF TENDERED SHARES OF ORIGINAL JUNIOR PREFERRED STOCK ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY
THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:________________________________________
Account Number:_______________________________________________________
Transaction Code Number:______________________________________________
[ ] CHECK HERE IF TENDERED SHARES OF ORIGINAL JUNIOR PREFERRED STOCK ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(s):_________________________________________
Name of Eligible Institution that guaranteed delivery: _______________
Account Number (if delivered by book-entry transfer):_________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENT OR SUPPLEMENT TO
THE PROSPECTUS.
Name:_________________________________________________________________
Address:______________________________________________________________
Number of Copies Desired:_____________________________________________
<TABLE>
<CAPTION>
- --------------------------------------------------------------------- -----------------------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 3, 4 and 5) (See Instructions 4, 5 and 6)
<S> <C>
To be completed ONLY if certificates for shares of Original To be completed ONLY if certificates for shares of Original
Junior Preferred Stock not tendered, or certificates for New Junior for Preferred Stock not tendered, or certificates for
Junior Preferred Stock issued in exchange for shares of New Junior Preferred Stock issued in exchange for Original
Original Junior Preferred Stock accepted for exchange, are to Junior Preferred Stock accepted for exchange, are to be sent
be issued in the name of someone other than the undersigned to someone other than the undersigned, or to the undersigned
or if shares of Original Junior Preferred Stock tendered by at an address other than that shown above.
book-entry transfer which are not exchanged and/or any shares
of New Junior Preferred Stock are to be returned by credit to
an account maintained by DTC other than the account designated above. Deliver certificate(s) to:
Issue certificate(s) to:
Name:
------------------------------------------------------
DTC Account Number: (Please Print)
--------------------------------------------------
Name: Address:
---------------------------------------------------------------- ---------------------------------------------------
(Please Print) ---------------------------------------------------
---------------------------------------------------
Address: (Including Zip Code)
-------------------------------------------------------------
-------------------------------------------------------------
(Including Zip Code) -----------------------------------------------------------
(Identification or Social Security Number)
- ---------------------------------------------------------------------
(Identification or Social Security No.)
- --------------------------------------------------------------------- -----------------------------------------------------------
</TABLE>
3
<PAGE> 4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the shares of Original Junior
Preferred Stock indicated above. Subject to and effective upon the acceptance
for exchange of the shares of Original Junior Preferred Stock tendered in
accordance with this Letter of Transmittal, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to the shares of Original Junior Preferred Stock tendered hereby
and accepted for exchange pursuant to the Exchange Offer. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its, his or her agent
and attorney-in-fact (with full knowledge that the Exchange Agent also acts as
the agent of the Company) with respect to the tendered shares of Original Junior
Preferred Stock with full power of substitution to (i) deliver certificates for
such shares of Original Junior Preferred Stock to the Company or its agent or
transfer ownership of such shares of Original Junior Preferred Stock on the
account books maintained by DTC, together in either such case with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company upon receipt by the Exchange Agent, as the undersigned's agent, of
the shares of New Junior Preferred Stock and (ii) present such shares of
Original Junior Preferred Stock for cancellation and transfer on the books of
the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares of Original Junior Preferred Stock, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT, HE OR SHE HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE SHARES OF
ORIGINAL JUNIOR PREFERRED STOCK TENDERED HEREBY AND THAT THE COMPANY WILL
ACQUIRE GOOD AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS,
RESTRICTIONS, CHARGES AND ENCUMBRANCES AND NOT SUBJECT TO ANY ADVERSE CLAIM,
WHEN THE SAME ARE ACQUIRED BY THE COMPANY. THE UNDERSIGNED WILL, UPON REQUEST,
EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE EXCHANGE AGENT OR THE
COMPANY TO BE NECESSARY OR DESIRABLE TO COMPLETE THE ASSIGNMENT, TRANSFER AND
EXCHANGE OF THE SHARES OF ORIGINAL JUNIOR PREFERRED STOCK TENDERED HEREBY.
The undersigned also acknowledges that the Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") that the shares of New Junior Preferred Stock
issued in exchange for shares of Original Junior Preferred Stock pursuant to the
Exchange Offer may be offered for resale, resold or otherwise transferred by
Holders thereof (other than any Holder that is an affiliate of the Company
within the meaning of Rule 405 of the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such shares of New Junior Preferred Stock are acquired in the
ordinary course of such Holders' business and such Holders have no arrangements
with any person to participate in a distribution of shares of New Junior
Preferred Stock. If the undersigned is not a broker-dealer or is a broker-dealer
but will not receive New Junior Preferred Stock for its own account in exchange
for shares of Original Junior Preferred Stock, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of shares
of New Junior Preferred Stock. If the undersigned is a broker-dealer that will
receive shares of New Junior Preferred Stock for its own account in exchange for
shares of Original Junior Preferred Stock that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a Prospectus in connection with any resale of such shares of New
Junior Preferred Stock; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
By acceptance of the Exchange Offer, such broker-dealer that receives
shares of New Junior Preferred Stock pursuant to the Exchange Offer hereby
acknowledges and agrees that, upon receipt of notice by the Company of the
happening of any event which makes any statement in the Prospectus untrue in any
material respect or which requires the making of any changes in the Prospectus
in order to make the statements therein not misleading (which notice the Company
agrees to deliver promptly to such broker-dealer), such broker-dealer will
suspend use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented Prospectus to such broker-dealer.
4
<PAGE> 5
The undersigned represents that (i) the shares of New Junior Preferred
Stock acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of such Holder's business, (ii) such Holder has no arrangement with any
other person to participate in the distribution of such shares of New Junior
Preferred Stock and (iii) such Holder is not an "affiliate" of the Company as
defined under Rule 405 of the Securities Act, or if such Holder is an affiliate,
that such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.
The undersigned understands that, upon acceptance by the Company of the
shares of Original Junior Preferred Stock tendered under the Exchange Offer, the
undersigned will be deemed to have accepted the shares of New Junior Preferred
Stock and will be deemed to have relinquished all rights with respect to the
shares of Original Junior Preferred Stock so accepted.
The undersigned understands that the Company may accept the
undersigned's tender at any time on or after the Expiration Date by delivering
oral or written notice of acceptance to the Exchange Agent. Tenders of Original
Junior Preferred Stock may be withdrawn at any time prior to the Expiration
Date, unless theretofore accepted for exchange as provided in the Exchange
Offer.
The undersigned understands that the Company reserves the right, at any
time and from time to time, in its sole discretion (subject to its obligations
under the Registration Rights Agreement), (i) to delay accepting any shares of
Original Junior Preferred Stock or to delay the issuance and exchange of shares
of New Junior Preferred Stock for shares of Original Junior Preferred Stock, to
extend the Exchange Offer, or if any of the conditions set forth in the
Prospectus under the caption "The Exchange Offer - Conditions to the Exchange
Offer" shall not have been satisfied, to terminate the Exchange Offer, by giving
oral or written notice of such delay, extension or termination to the Exchange
Agent or (ii) to amend the terms of the Exchange Offer in any manner.
If any tendered shares of Original Junior Preferred Stock are not
accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Original Junior Preferred Stock will be
returned, without expense to the tendering Holder thereof, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" (or, in the case of shares of Original
Junior Preferred Stock tendered by book-entry transfer, such shares of Original
Junior Preferred Stock will be credited to the account of such Holder maintained
at the Book-Entry Transfer Facility) as promptly as practicable after the
expiration or termination of the Exchange Offer.
All authority conferred or aimed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of shares of Original Junior
Preferred Stock pursuant to the procedures described under the caption "The
Exchange Offer - Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer. Any tender of shares of Original Junior Preferred Stock pursuant to this
Letter of Transmittal may be withdrawn only in accordance with the applicable
procedures set forth in the Prospectus.
The shares of New Junior Preferred Stock exchanged for the tendered
shares of Original Junior Preferred Stock will be issued to the undersigned and
certificates representing such shares mailed to its address indicated in the
records of the Company (or credited to the account maintained at the Book-Entry
Transfer Facility above) unless otherwise indicated under the "Special
Registration Instructions" or the "Special Delivery Instructions" above.
The undersigned understands that the Company has no obligation pursuant
to the "Special Registration Instructions" and "Special Delivery Instructions"
to transfer any shares of Original Junior Preferred Stock from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the shares of Original Junior Preferred Stock so tendered.
Holders who wish to tender their shares of Original Junior Preferred
Stock and (i) whose shares of Original Junior Preferred Stock are not
immediately available or (ii) who cannot deliver their certificates (or complete
the procedures for book-entry transfer), this Letter of Transmittal or any other
documents required hereby to the
5
<PAGE> 6
Exchange Agent prior to the Expiration Date may tender their shares Original
Junior Preferred Stock according to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures." See Instruction 1 printed below regarding the completion of this
Letter of Transmittal.
6
<PAGE> 7
- -------------------------------------------------------------------------------
PLEASE SIGN HERE WHETHER OR NOT SHARES OF
ORIGINAL JUNIOR PREFERRED STOCK ARE BEING PHYSICALLY TENDERED HEREBY
X
- ------------------------------- --------------------------------
Date
X
- ------------------------------- --------------------------------
Signature(s) of Registered Date
Holder(s) or Authorized
Signatory
Area Code and Telephone Number:
The above lines must be signed by the registered Holder(s) as their
name(s) appear(s) on the certificates representing the shares of Original Junior
Preferred Stock or on a security position listing at the Book-Entry Transfer
Facility as the owner of the shares of Original Junior Preferred Stock or by
person(s) authorized to become registered Holder(s), a copy of which authority
must be transmitted with this Letter of Transmittal. If shares of Original
Junior Preferred Stock to which this Letter of Transmittal relate are held of
record by two or more joint Holders, then all such Holders must sign this Letter
of Transmittal. If required by Instruction 4 hereto, the signatures on the above
lines must be guaranteed by an Eligible Institution.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then such person must (i) set forth his or her full
title below and (ii) unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act with this Letter. See
Instruction 4 regarding the completion of this Letter of Transmittal printed
below.
Name(s)
------------------------------------------------------------------------
------------------------------------------------------------------------
(Please Print)
Capacity (full title)
----------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.
----------------------------------------------------
Tax Identification or
Social Security No(s).
---------------------------------------------------------
Please Complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 4)
Authorized Signature:
Dated , 1998
----------------------
Name and Title:
----------------------------------------------------------------
(Please Print)
Name of Firm:
------------------------------------------------------------------
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND STOCK CERTIFICATES OR
BOOK-ENTRY CONFIRMATIONS. Certificates for all physically tendered shares of
Original Junior Preferred Stock, or confirmation of a book-entry transfer into
the Exchange Agent's account at the Book-Entry Transfer Facility of shares of
Original Junior Preferred Stock tendered electronically, together in each case
with a properly completed and duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal or the
Prospectus, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date unless the
tendering Holder complies with the guaranteed delivery procedures described in
the following paragraph. The method of delivery of stock certificates, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that the Holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal, certificates
representing shares of Original Junior Preferred Stock or any other required
documents should be sent to the Company.
Holders who wish to tender their shares of Original Junior Preferred
Stock and (i) whose stock certificates are not immediately available, or (ii)
who cannot deliver their stock certificates (or complete the procedure for
book-entry transfer), this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date, must tender their
Original Junior Preferred Stock according to the guaranteed delivery procedures
set forth in the Prospectus. Pursuant to such procedures: (i) such tender must
be made by or through a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (each an "Eligible
Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail, hand delivery or
overnight courier, setting forth the name and address of the Holder, any
certificate numbers and the number of shares of Original Junior Preferred Stock
tendered, stating that the tender is being made thereby and guaranteeing that,
within five (5) New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with certificate(s)
representing the shares of Original Junior Preferred Stock (or, with respect to
a book-entry transfer, confirmation of a book-entry transfer of the shares of
Original Junior Preferred Stock into the Exchange Agent's account at the
Book-Entry Transfer Facility) and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed Letter of Transmittal (or facsimile hereof), as well as
all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Original Junior Preferred Stock in
proper form for transfer (or, with respect to a book-entry transfer,
confirmation of a book-entry transfer of the Original Junior Preferred Stock
into the Exchange Agent's Account at the Book-Entry Transfer Facility), must be
received by the Exchange Agent within five (5) New York Stock Exchange trading
days after the Expiration Date, all as provided in the Prospectus under the
caption "The Exchange Offer - Guaranteed Delivery Procedures." Any Holder who
wishes to tender his, her or its shares of Original Junior Preferred Stock
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery from the Eligible
Institution prior to 5:00 p.m., New York City time, on the Expiration Date. Upon
request to the Exchange Agent, a duplicate Notice of Guaranteed Delivery will be
sent to Holders. A Notice of Guaranteed Delivery has been included with the
Prospectus and the Letter of Transmittal for use by Holders who wish to tender
their shares of Original Junior Preferred Stock according to the guaranteed
delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered shares of Original Junior Preferred Stock, and
withdrawal of tendered shares of Original Junior Preferred Stock will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
shares of Original Junior Preferred Stock determined by the Company not to be
validly tendered or any shares of Original Junior Preferred Stock the acceptance
of which would, in the opinion of counsel for the Company, be unlawful. The
Company also reserves the absolute right to waive any defects, irregularities or
conditions of tender to particular shares of Original Junior Preferred Stock.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with
8
<PAGE> 9
tenders of shares of Original Junior Preferred Stock will render such tenders
invalid unless such defects or irregularities are cured within such time as the
Company shall determine. Any shares of Original Junior Preferred Stock received
by the Exchange Agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
No alternative, conditional or contingent tender will be accepted. All
tendering Holders, by execution of this Letter of Transmittal, waive any rights
to receive any notice of the acceptance of their tender.
2. TENDER OF HOLDER. Only a Holder of shares of Original Junior
Preferred Stock may tender such shares in the Exchange Offer. Any beneficial
owner of shares of Original Junior Preferred Stock who is not the registered
Holder and who wishes to tender should arrange with such registered Holder to
execute and deliver this Letter of Transmittal on such owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering his
shares of Original Junior Preferred Stock, either make appropriate arrangements
to register ownership of the shares of Original Junior Preferred Stock in such
owner's name or obtain a properly completed stock power from the registered
Holder.
3. PARTIAL TENDERS; WITHDRAWALS. (Not applicable to Holders who tender
by book-entry transfer.) If less than all of the shares of Original Junior
Preferred Stock evidenced by a certificate are tendered, the tendering Holder
should fill in the number of shares tendered in the fourth column of the box
entitled "Description of Original Junior Preferred Stock Being Tendered" above.
All of the shares of Original Junior Preferred Stock represented by any
certificate delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If fewer than all of the shares of Original Junior
Preferred Stock evidenced by a certificate are tendered, then a certificate for
the number of shares of Original Junior Preferred Stock not tendered and a
certificate or certificates representing the shares of New Junior Preferred
Stock issued in exchange for any shares of Original Junior Preferred Stock
accepted will be sent to the Holder at its, his or her registered address,
unless a different address is provided in the appropriate box on this Letter of
Transmittal promptly after the shares of Original Junior Preferred Stock are
accepted for exchange.
A tender pursuant to the Exchange Offer may be withdrawn subject to the
procedures set forth in this Letter of Transmittal and the Prospectus at any
time prior to the acceptance thereof on the Expiration Date. To withdraw a
tender of shares of Original Junior Preferred Stock in the Exchange Offer, a
written or facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person having deposited the shares of Original Junior Preferred
Stock to be withdrawn (the "Depositor"), (ii) specify the serial numbers on the
particular certificates evidencing the shares of Original Junior Preferred Stock
to be withdrawn and the name of the registered Holder thereof (if certificates
have been delivered or otherwise identified to the Exchange Agent) or the name
and number of the account at DTC to be credited with withdrawn shares of
Original Junior Preferred Stock (if the shares of Original Junior Preferred
Stock have been tendered pursuant to the procedures for book-entry transfer),
(iii) be signed by the Holder in the same manner as the original signature on
the Letter of Transmittal by which such shares of Original Junior Preferred
Stock were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Registrar with
respect to the Original Junior Preferred Stock register the transfer of such
shares of Original Junior Preferred Stock into the name of the person
withdrawing the tender and (iv) specify the name in which any such shares of
Original Junior Preferred Stock are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, which determination shall be final and binding on all parties. Any
shares of Original Junior Preferred Stock so withdrawn will be deemed not to
have been validly tendered for purposes of the Exchange Offer and no shares of
New Junior Preferred Stock will be issued with respect thereto unless the shares
of Original Junior Preferred Stock so withdrawn are validly retendered. Properly
withdrawn shares of Original Junior Preferred Stock may be retendered by
following one of the procedures described in the Prospectus under the caption
"The Exchange Offer - Procedures for Tendering" at any time prior to the
Expiration Date.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered Holder(s) of the certificate(s)
representing shares of Original Junior Preferred Stock tendered hereby, the
signature must correspond (i) with the name(s) as written on the face of the
certificate without alteration, enlargement or any change whatsoever,
9
<PAGE> 10
or (ii) in the case of shares of Original Junior Preferred Stock held by
book-entry, with the name as contained on the security position listing at the
Book-Entry Transfer Facility.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder of any certificate(s) representing shares of Original Junior
Preferred Stock tendered and the shares of New Junior Preferred Stock issued in
exchange therefor are to be issued (or any untendered shares of Original Junior
Preferred Stock are to be reissued) to the registered Holder, then such Holder
need not and should not endorse any tendered certificate (s) nor provide a
separate stock power. In any other case such Holder must either properly endorse
the certificates tendered or transmit a properly completed separate stock power
with this Letter of Transmittal with the signatures on the endorsement or stock
power guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder of any shares of Original Junior Preferred Stock or if
delivery of the certificate(s) for shares of Original Junior Preferred Stock is
to be made to a person other than the registered Holder, such certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed as the name of the registered Holder appears on such certificates.
If this Letter of Transmittal (or facsimile hereof) or any certificates
for shares of Original Junior Preferred Stock or stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, or officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority so to act must be
submitted with this Letter of Transmittal.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. Signatures on this
Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal
is signed by the registered Holder(s) of the shares of Original Junior Preferred
Stock tendered herewith in connection with the Exchange Offer and such Holder(s)
have not completed the box set forth herein entitled "Special Registration
Instructions" or "Special Delivery Instructions," (b) such shares of Original
Junior Preferred Stock are tendered for the account of an Eligible Institution,
or (c) such shares of Original Junior Preferred Stock are tendered for the
account of DTC.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
certificates for shares of New Junior Preferred Stock or substitute certificates
for shares of Original Junior Preferred Stock not tendered or not accepted for
exchange are to be issued or sent, or the account number at the Book-Entry
Transfer Facility to which the shares of New Junior Preferred Stock are to be
credited, if different from the name and address or account number of the person
signing this Letter of Transmittal. In the case of issuance in a different name
or to a different account number, the taxpayer identification or social security
number of the person named (or to whose account the shares of New Junior
Preferred Stock are credited) must also be indicated. Holders tendering shares
of Original Junior Preferred Stock by book-entry transfer may request that
shares of Original Junior Preferred Stock not exchanged be credited to such
Holders' accounts maintained at the Book-Entry Transfer Facility.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Junior Preferred Stock pursuant to the
Exchange Offer. If, however, certificates representing shares of New Junior
Preferred Stock or shares of Original Junior Preferred Stock not tendered or
accepted for exchange are to be delivered to, or are to be issued in the name or
credited to the account of, any person other than the registered Holder of the
shares of Original Junior Preferred Stock tendered hereby, or if tendered shares
of Original Junior Preferred Stock are registered in the name of any person
other than the person signing this Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the exchange of shares of Original Junior
Preferred Stock pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered Holder or on any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates representing shares of
Original Junior Preferred Stock listed in this Letter of Transmittal.
10
<PAGE> 11
7. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any shares of Original Junior Preferred Stock tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering
Holder whose certificates for shares of Original Junior Preferred Stock have
been mutilated, lost, stolen or destroyed should contact the Exchange Agent at
the address indicated herein for further instructions. This Letter of
Transmittal and any related documents cannot be processed until the procedures
for replacing mutilated, lost, stolen or destroyed certificates have been
followed.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
11
<PAGE> 12
IMPORTANT TAX INFORMATION
Under current federal income tax law, a Holder whose tendered shares of
Original Junior Preferred Stock are accepted for exchange is required to provide
the Company (as payor), through the Exchange Agent, with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is such Holder's social security number. If the Exchange
Agent is not provided with the correct TIN or an adequate basis for exemption,
the Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service (the "IRS"). In addition, delivery of such Holder's shares of New Junior
Preferred Stock may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9 enclosed herewith. A foreign individual may qualify as an
exempt recipient by submitting to the Exchange Agent a properly completed IRS
Form W-8 (which the Exchange Agent will provide upon request) signed under
penalty of perjury, attesting to the Holder's exempt status.
If backup withholding applies, the Company is required to withhold 31%
of any payment made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made with respect to
shares of Original Junior Preferred Stock exchanged in the Exchange Offer, each
Holder is required to provide the Exchange Agent with either: (i) the Holder's
correct TIN by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(A) the Holder has not been notified by the IRS that he or she is subject to
backup withholding as a result of a failure to report all interest or dividends
or (B) the IRS has notified the Holder that he or she is no longer subject to
backup withholding, or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
shares of Original Junior Preferred Stock. If the shares of Original Junior
Preferred Stock are held in more than one name or are not held in the name of
the actual owner, consult the Substitute Form W-9 for additional guidance
regarding which number should be reported.
12
<PAGE> 13
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Name (if joint names, list first and circle the
SUBSTITUTE name of the person or entity whose number
FORM W-9 you enter in Part 1 below.) Social Security Number
DEPARTMENT OF THE TREASURY OR
INTERNAL REVENUE SERVICE ----------------------------------------------- Employer Identification Number
-----------------------------------------------
Address ------------------------------
Payer's Request for Taxpayer City, State and Zip Code PART 3-AWAITING TIN
Identification Number (TIN)
---------------------------------------------
PART 1-PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
</TABLE>
- -------------------------------------------------------------------------------
PART 2-CERTIFICATION-Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject
to backup withholding as a result of a failure to report all interest
or dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS-You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
- ------------------------------------------------------------------------------
SIGNATURE DATE
---------------------- ---------------
- ------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
13
<PAGE> 14
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
- ---------------------------------- ------------------------------------
Signature Date
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(DO NOT WRITE IN SPACE BELOW)
- ------------------------------------------------------------------------------------------------
CERTIFICATE SURRENDERED NUMBER OF SHARES OF NUMBER OF SHARES OF
ORIGINAL JUNIOR PREFERRED STOCK ORIGINAL JUNIOR PREFERRED STOCK
TENDERED ACCEPTED
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Delivery Prepared by _____ Checked by_________________ Date___________________________
</TABLE>
<PAGE> 1
EXHIBIT 99.2
PAXSON COMMUNICATIONS CORPORATION
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
As set forth in the Prospectus dated ____________, 1998 (the
"Prospectus") in the section entitled "The Exchange Offer - Procedures for
Tendering" and in the accompanying Letter of Transmittal (the "Letter of
Transmittal") and Instruction 1 thereto, this form or one substantially
equivalent thereto must be used to accept the Exchange Offer if certificates
representing shares of 13 1/4% Cumulative Junior Exchangeable Preferred Stock
(the "Original Junior Preferred Stock") of Paxson Communications Corporation
(the "Company") are not immediately available or time will not permit the
holder's shares of Original Junior Preferred Stock or other required documents
to reach the Exchange Agent, or complete the procedures of book-entry transfer,
prior to the Expiration Date (as defined in the Prospectus) of the Exchange
Offer. This form may be delivered by hand or sent by overnight courier,
facsimile transmission or registered or certified mail to the Exchange Agent and
must be received by the Exchange Agent prior to 5:00 p.m., New York City time on
__________, 1998.
To: The Bank of New York, as Exchange Agent
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section, Floor 7E; Chris Davis
By Overnight Courier or By Hand:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section, Floor 7E; Chris Davis
By Facsimile: (212) 815-6339
Confirm by Telephone: (212) 815-4997
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE NUMBER OTHER THAN
THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
1
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tender(s) to Paxson Communications Corporation
the number of shares of the Original Junior Preferred Stock listed below, upon
the terms of and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal and the instructions thereto (which together
constitute the "Exchange Offer"), receipt of which is hereby acknowledged,
pursuant to the guaranteed delivery procedures set forth in the Prospectus, as
follows:
<TABLE>
<CAPTION>
CERTIFICATE NOS. NUMBER OF SHARES NUMBER OF SHARES TENDERED
---------------- REPRESENTED BY CERTIFICATE(S) -------------------------
-----------------------------
<S> <C> <C>
- ----------------------------------- ------------------------------------ -----------------------------------------
- ----------------------------------- ------------------------------------ -----------------------------------------
- ----------------------------------- ------------------------------------ -----------------------------------------
</TABLE>
The Book-Entry Transfer Facility Account Number
(if the Original Junior Preferred Stock will be tendered by book-
entry transfer)
Account Number Number of Shares Tendered
Name of Record Holder(s)
(Please Print or Type)
Address:
Area Code & Tel. No.
Signature(s)
Dated: , 1998
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of shares of Original Junior Preferred Stock exactly as its (their)
name(s) appear(s) on the certificate(s) representing such shares of Original
Junior Preferred Stock or by person(s) authorized to become registered Holder(s)
by endorsements and documents transmitted with the Notice of Guaranteed
Delivery. If shares of Original Junior Preferred Stock to which this Notice of
Guaranteed Delivery relates are held of record by two or more joint holders,
then all such holders must sign this Notice of Guaranteed Delivery. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must provide evidence satisfactory to the Company of such person's
authority to so act, together with the following information:
Please print name(s) and address(es)
Name(s):
-------------------------------------------------------------------
Capacity:
-------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------
-------------------------------------------------------------------
2
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office in the United States,
guarantees (a) that the above-named person(s) "own(s)" the number of shares of
13 1/4% Cumulative Junior Exchangeable Preferred Stock of Paxson Communications
Corporation (the "Original Junior Preferred Stock") tendered hereby within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b)
that such tender of such shares of Original Junior Preferred Stock complies with
Rule 14e-4, and (c) to deliver to the Exchange Agent the certificates
representing the shares of Original Junior Preferred Stock tendered hereby to
confirmation of book-entry transfer of such shares of Original Junior Preferred
Stock into the Exchange Agent's account at ____________________, in proper form
for transfer, together with the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other required documents, within five (5) business days after the Expiration
Date.
- ---------------------------------------- ----------------------------------
Name of Firm Authorized Signature
- ---------------------------------------- ----------------------------------
Address Title
Name:
- ---------------------------------------- -----------------------------
Zip Code Please Type or Print
- ---------------------------------------- ----------------------------------
Name:
Area Code and Tel. No. Dated: , 1998
------------------- --------------------
NOTE: DO NOT SEND CERTIFICATES REPRESENTING ORIGINAL JUNIOR PREFERRED STOCK
WITH THIS FORM. CERTIFICATES REPRESENTING ORIGINAL JUNIOR PREFERRED
STOCK SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.
3
<PAGE> 1
EXHIBIT 99.3
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(561) 659-4122
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section, Floor 21W
Re: Paxson Communications Corporation (the "Issuer")
Pursuant to The Exchange Offer section of the Prospectus dated
____________, 1998 (the "Prospectus"), which Prospectus is attached hereto as
Exhibit I, we appoint you as Exchange Agent subject to the terms hereof.
As Exchange Agent, you are hereby instructed to perform the specific
exchange agency duties set forth in The Exchange Offer section of the
Prospectus.
You will be acting solely as agent for the Issuer hereunder and will
owe no fiduciary duties to any person by reason of this appointment.
You will perform such duties and only such duties as are specifically
set forth herein, and there shall be no implied covenants or obligations
pursuant to this appointment. Without limiting, and in furtherance of, the
foregoing, you shall not be liable or responsible for any of the provisions of
the Prospectus except for those expressly referred to hereinabove.
In the absence of willful misconduct or gross negligence on your part,
you shall not be liable for any action taken, suffered or omitted or for any
error of judgment made by you in the performance of your duties hereunder. You
shall not be liable for any error of judgment made in good faith unless you
shall have been grossly negligent in ascertaining the pertinent facts.
You may rely, and shall be protected in acting or refraining from
acting, upon any communication authorized hereby and upon any oral or written
instruction, notice, request, direction, consent, report, certificate, form of
certificate or other instrument, paper or document in good faith believed by you
to be genuine.
You may consult with counsel of your choice and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
reliance thereon.
You shall not be required to advance, expend or risk your own funds or
otherwise incur or become exposed to financial liability in the performance of
your duties hereunder.
You may perform your duties and exercise your rights hereunder directly
or by or through agents or attorneys and shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by you
with due care hereunder.
You make no representations as to (i) the validity or adequacy of the
Issuer's power to make this appointment, or (ii) the Exchange Offer.
<PAGE> 2
In consideration of your acceptance of the foregoing appointment by the
Issuer, the Issuer hereby agrees:
(1) to pay to you from time to time reasonable compensation for all
services rendered by you under the foregoing appointment;
(2) to reimburse you upon your request for all reasonable expenses,
disbursements and advances incurred or made by you in accordance with any of
your agency duties (including the reasonable compensation and the expenses and
disbursements of your agents and counsel) except that any such expense,
disbursement or advance as may be attributable to your gross negligence or
willful misconduct; and
(3) to indemnify you for, and to hold you harmless against, any loss,
liability or expense, incurred without gross negligence or willful misconduct on
your part, arising out of or in connection with the acceptance or administration
of the agency created under the foregoing appointment, including the costs and
expenses (including the reasonable fees and expenses of your counsel) of
defending yourself against any claim or liability in connection with the
exercise or performance of any of your duties thereunder and/or enforcing this
indemnification provision.
PAXSON COMMUNICATIONS CORPORATION
By:
----------------------------------------
Jeffrey Sagansky
President and Chief Executive Officer
Accepted:
THE BANK OF NEW YORK
By:
------------------------------------
Name:
----------------------------
Title:
----------------------------
