Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Paramount Communications Inc. 47 313K
2: EX-3.B By-Laws 17 57K
3: EX-11 Statement Re Computation of Per Share Earnings 9 31K
4: EX-21 List of Subsidiaries 4 18K
5: EX-23.A Consent of Independent Auditors Ernst & Young 2 7K
6: EX-23.B Consent of Price Waterhouse 1 4K
7: EX-24 Powers of Attorney 16 24K
EX-3.B — By-Laws
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EXHIBIT (3)(b)
As Amended through
March 18, 1994.
AMENDED AND RESTATED
BY-LAWS
OF
PARAMOUNT COMMUNICATIONS INC.
ARTICLE I
OFFICE
SECTION 1. The principal office of the Corporation in the State of
Delaware shall be the principal office in the State of Delaware of The
Prentice-Hall Corporation System, Inc. or any successor corporation.
SECTION 2. The Corporation may have other offices at such other
place or places within or without the State of Delaware as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
SECTION 1. All meetings of the stockholders of the Corporation
shall be held at such place or places either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
notices of said meetings.
SECTION 2. Annual meetings of stockholders shall be held at a
date, time and place as shall be fixed by resolution of the Board of Directors
and as shall be stated in the notice of meeting, for the election of a Board of
Directors and for the transaction of such other business as may properly be
brought before the meeting.
SECTION 3. Special meetings of the stockholders shall be called at
any time by the Secretary or any other officer, whenever directed by the Board
of Directors or by the Chief Executive Officer. The purpose or purposes of the
proposed meeting shall be included in the notice provided for in Section 6 of
Article II.
SECTION 4. At all meetings of stockholders any stockholder shall
be entitled to vote in person or by proxy, but no proxy shall be voted after
three years from its date, unless such proxy provides for a longer period.
Proxies shall be in writing, but except as otherwise provided by law, need not
be sealed, witnessed or acknowledged, and shall be filed with the Secretary
prior to or at the commencement of the meeting to which they relate.
SECTION 5. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation; but if at any regularly called meeting of
stockholders there be less than a quorum present, the stockholders present may
adjourn the meeting from time to time without further notice other than
announcement at the meeting until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if, at 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 6. Written notice of all meetings of the stockholders of
the Corporation stating the place, date and hour 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 either personally
or by mailing such notice postage prepaid and addressed to him at his post
office address as such address shall appear on the stock books of the
Corporation, except as otherwise provided by law.
SECTION 7. The Chairman of the Board, or in the Chairman's absence
or at his direction, the President, or in the President's absence or at his
direction, any executive officer of the Corporation shall call all meetings of
the stockholders to order and shall act as Chairman of such meeting.
SECTION 8. The Secretary of the Corporation shall act as Secretary
of all meetings of the stockholders or, in his absence, the Chairman of the
meeting may appoint any person to act as secretary.
SECTION 9. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten 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 meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced at the time and kept at the place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 10. The Board of Directors, in advance of all meetings of
the stockholders, may appoint two judges of stockholder votes, who may be
stockholders or their proxies, but not Directors of the Corporation or
candidates for office. In the event that the Board of Directors
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fails to so appoint judges of stockholder votes or, in the event that one or
more judges of stockholder votes previously designated by the Board of
Directors fails to appear or act at the meeting of stockholders, the Chairman
of the meeting may appoint one or more judges of stockholder votes to fill such
vacancy or vacancies. Judges of stockholder votes appointed to act at any
meeting of the stockholders, before entering upon the discharge of their
duties, shall be sworn faithfully to execute the duties of judge of stockholder
votes with strict impartiality and according to the best of their ability and
the oath so taken shall be subscribed by them. Judges of stockholder votes
shall, subject to the power of the Chairman of the meeting to open and close
the polls, take charge of the polls and, after the voting, shall make a
certificate of the result of the vote taken.
SECTION 11. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy and voting shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute
or of the Certificate of Incorporation, a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
ARTICLE III
DIRECTORS
SECTION 1. The property and business of the Corporations shall be
managed by a Board of Directors of not less than 8 nor more than 26 Directors.
The number of Directors shall be fixed from time to time by resolution of the
Board of Directors. Directors need not be stockholders. Directors shall
(except as hereinafter provided for the filling of vacancies) be elected by the
holders of the capital stock, by a plurality vote thereof, at the annual
meeting of stockholders and shall hold office for one year and until their
successors are respectively elected and qualify. The Board of Directors may at
any time by amendment of the By-Laws increase or decrease the number of
Directors of the Corporation.
SECTION 2. Vacancies in the Board of Directors from any cause
whatever, including vacancies created by reason of any amendment to these
By-Laws increasing the number of Directors or any increase pursuant to these
By-Laws, shall be filled by a majority of the remaining Directors through less
than a quorum and the Directors so chosen shall hold office until their
successor shall be duly elected and qualify. The powers of Directors to fill
vacancies in the Board of Directors are subject, in case the remaining
Directors shall constitute less than a majority of the whole Board, to the
rights of the stockholders as provided by law.
SECTION 3. A meeting of the Board of Directors shall be held
immediately after the annual meeting of the stockholders and regular meetings
of the Board of Directors shall be held at such times as may from time to time
be fixed by resolution of the Board of Directors. No notice need be given of
regular meetings of the Board.
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SECTION 4. Special meetings of the Board of Directors may be
called by the Chairman of the Board or Secretary or by any two (2) Directors by
giving notice orally or in writing personally received by each Director at
least twelve hours prior to the time of the holding of the meeting or by actual
delivery of any form of written notice including telegraph, telex or
transmission by telecopy, graphic scanning or any other means of transmission
to his address as shown upon the books of the Corporation at least two (2) days
prior to the time of the holding of the meeting, or mailed to each Director at
his address as shown on the books of the Corporation at least four (4) days
prior to the time of the holding of the meeting.
SECTION 5. The Board of Directors may hold its meetings and keep
the books of the Corporation outside the State of Delaware, at such place or
places as may from time to time be determined by resolution of the Board or by
written consent of all its members.
SECTION 6. A majority of the Directors shall constitute a quorum
for the transaction of business.
SECTION 7. The business of the Corporation shall be managed by its
Board of Directors which may exercise all powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By- Laws directed or required to be executed or done
by the stockholders.
SECTION 8. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate three or more Directors to constitute a
finance committee, one of whom shall be designated as Chairman. The committee
shall hold office until the next election of the Board of Directors. Any
vacancy occurring in the committee shall be filled by the Board of Directors.
Regular meetings of the committee shall be held at such times and on such
notice and at such places as it may from time to time determine. Special
meetings of the committee shall be called by any member of the committee. The
committee shall advise with and aid the officers of the Corporation in
connection with financial matters, and shall generally perform such duties and
exercise such powers as may from time to time be delegated to it by the Board
of Directors. The fact that the finance committee has acted shall be
conclusive evidence that the Board of Directors was not in session at such time
or that a quorum of the Board had failed to attend the regular or special
meeting thereof.
The finance committee shall keep regular minutes of its transactions and
shall cause them to be recorded in a book kept in the office of the Corporation
designated for that purpose, and shall report the same to the Board of
Directors at their regular meeting. The committee shall make and adopt its own
rules for the government thereof and shall elect its own officers.
SECTION 9. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate three or more Directors to constitute
an executive committee, one of whom shall be designated Chairman. The
committee shall hold office until the next election of the Board of Directors.
Any vacancy occurring in the committee shall be filled by the Board of
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Directors. Regular meetings of the committee shall be held at such times and
on such notice and at such places as it may from time to time determine. The
committee shall act, advise with and aid the officers of the Corporation in all
matters concerning its interest and the management of its business, and shall
generally perform such duties and exercise such powers as may from time to time
be delegated to it by the Board of Directors, and shall have authority to
exercise all the powers of the Board of Directors, so far as may be permitted
by law, in the management of the business and the affairs of the Corporation
whenever the Board of Directors is not in session or whenever a quorum of the
Board of Directors fails to attend any regular or special meeting of such
Board. Without limiting the generality of the foregoing grant of authority,
the executive committee is expressly authorized to declare dividends, whether
regular or special, to authorize the issuance of stock of the Corporation and
to adopt a certificate of ownership and merger pursuant to Section 253 or any
successor provision of the Delaware General Corporation Law. The committee
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. The fact that the executive committee has acted
shall be conclusive evidence that the Board of Directors was not in session at
such time or that a quorum of the Board had failed to attend the regular or
special meeting thereof.
The executive committee shall keep regular minutes of its transactions
and shall cause them to be recorded in a book kept in the office of the
Corporation designated for that purpose, and shall report the same to the Board
of Directors at their regular meeting. The committee shall make and adopt its
own rules for the government thereof and shall elect its own officers.
SECTION 10. AUDIT COMMITTEE
(a) Number, Appointment, Term of Office
The Board of Directors shall appoint from among its members an
audit committee (the "Audit Committee") which shall consist of not less
than three Directors, all of whom shall be independent directors.
(b) Functions and Powers
The Audit Committee shall have the following responsibilities,
functions and powers:
(i) To review prior to issuance all annual
financial reports of the Corporation with the independent
auditors of the Corporation and with such other persons as the
Audit Committee may deem appropriate for the purpose of being
assured that the accounting principles employed in connection
with such reports fairly present the financial position of the
Corporation in accordance with generally accepted accounting
principles; such review shall include consideration of the
appropriateness of the establishment of, maintenance of, or
reduction of any material allowance for possible loss accounts
of the Corporation and provisions
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thereto; such consideration shall include a review of the
rationale with respect to the establishment, maintenance or
reduction of such an allowance account; the consistency with
the prior fiscal years of the method of computing and
establishing the provision for losses; and the documentation
for such provision for losses;
(ii) To review (before or promptly after issuance)
financial information (including quarterly financial reports)
material to the Corporation publicly disseminated by the
Corporation; all officers of the Corporation shall promptly
call the attention of the Audit Committee to any such
information disseminated or to be disseminated;
(iii) To meet with the Corporation's independent
auditors on a regular basis and to review with them their audit
reports and findings with respect to audits conducted by them
of the Corporation's financial statements. In connection
therewith, the Audit Committee may retain the independent
auditors of the Corporation to perform such additional services
for the Corporation in connection with annual audits or
otherwise as the Audit Committee deems necessary or
appropriate, including the audit or examination of any aspects
of the business operations or financial or accounting policies
and procedures of the Corporation;
(iv) To review from time to time with the
Corporation's independent auditors and management the
Corporation's policies and procedures with respect to internal
auditing, accounting and financial controls; and to provide the
Board of Directors with the recommendations of the Audit
Committee with respect to any changes in such policies and
procedures which the Audit Committee determines to be
necessary, desirable or appropriate;
(v) To determine, whenever there exists any
disagreement or controversy between the independent auditors
and the management of the Corporation, the position of the
Corporation, subject to the authority of the Board of
Directors, with respect to such disagreement or controversy;
(vi) To review the engagement of the Corporation's
independent auditors, including the fee, scope and timing of
the audit, and any other services rendered; to recommend to the
Board of Directors at least annually the retention or change of
the independent auditors of the Corporation and to recommend,
in the event of a change, new auditors;
(vii) To review and monitor the implementation of
existing policies and procedures to prevent the improper use of
any assets of the Corporation or its subsidiaries;
6
(viii) To maintain appropriate procedures reasonably
designed to insure compliance with the Corporation's existing
corporate policy with respect to compensating balances and,
thereafter, to review and monitor the implementation of that
policy. The Corporation's policy, with respect to compensating
balances, prohibits the maintenance of cash deposits of funds
of the Corporation or its affiliates or subsidiaries, in banks,
or investments in certificates of deposit and comparable money
instruments issued by banks, for the purpose of conferring a
material direct or indirect economic or other benefit on any
officer, director or employee of the Corporation, or any other
individual;
(ix) To adopt appropriate procedures for the review
of appraisals made at the request of the Corporation or any of
its subsidiaries; where appropriate, such procedures will
provide for, among other things, a review of the purpose for
which the appraisal is to be used, the basis of the appraisal,
and the appraiser's competence and independence;
(x) To review and monitor the implementation of
existing policies and, if necessary, to adopt and maintain
additional policies and procedures with respect to conflicts of
interest between the Corporation or its subsidiaries and any
officer or director of the Corporation or any of its
subsidiaries;
(xi) To make an appropriate review of any matters
involving allegations of illegal activities of officers or
directors of the Corporation with respect to the funds or
assets of the Corporation, and to report to the Board of
Directors its findings and recommendations with respect
thereto;
(xii) To engage attorneys, auditors, investigators
and other professional advisors as from time to time it deems
appropriate, subject to the approval of the Board of Directors,
to assist the Audit Committee in the performance of its
functions and powers; and the Corporation shall pay the
reasonable fees and expenses of such advisors as approved by
the Audit Committee after consultation with the Board of
Directors;
(xiii) To meet with the internal auditor, the Audit
Committee may request that the internal auditor submit written
reports from time to time; the internal auditor shall not be
dismissed without the approval of the Audit Committee; and
(xiv) To include in the minutes of the Board of
Directors recommendations of the Audit Committee and the
actions of the Board of Directors with respect thereto.
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(c) Meetings
Regular meetings of the Audit Committee shall be held as the
Audit Committee shall from time to time determine. Notice of regular
meetings need not be given. Special meetings of the Audit Committee, at
which any and all business may be transacted as could be transacted at a
regular meeting, shall be held whenever called by any two members of the
Audit Committee. The Secretary shall give notice to each member of the
Audit Committee of each special meeting.
Except as otherwise expressly required by these By-Laws, a
majority of the Audit Committee shall be present at any meeting of the
Audit Committee in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of the members
present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or for an act to be the act
of the Audit Committee. Subject to the provisions of these By-Laws, the
Audit Committee by resolution adopted by a majority of all the members
thereof shall fix its rules of procedure.
SECTION 11. The Board of Directors may from time to time establish such
other committees to serve at the pleasure of the Board with such members and
duties as the Board shall from time to time establish. Any Director may belong
to any number of committees of the Board, including the finance committee and
the executive committee, and the Chairman of the Board shall be a member, ex
officio, of both the finance committee and the executive committee and may be a
member of any other committees. The Board may also establish such other
committees with such members (whether or not directors) and such duties as the
Board may from time to time determine.
SECTION 12. Except as otherwise provided by law, any Director may be
removed with or without cause at any time by the affirmative vote of the
holders of record of a majority of all the issued and outstanding stock
entitled to vote for the election of Directors of the Corporation at a special
meeting of the stockholders called for that purpose.
SECTION 13. Unless otherwise restricted by 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 committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
SECTION 14. The members of the Board of Directors or any committee
thereof may participate in a meeting of such Board or committee, as the case
may be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this subsection shall constitute
presence in person at such a meeting.
8
SECTION 15. Subject to any exclusive rights of holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect Directors upon the happening of certain events,
nominations of candidates for election as Directors of the Corporation at any
meeting of stockholders of the Corporation may be made by the Board of
Directors or a proxy committee appointed by the Board of Directors or by any
stockholder entitled to vote at such meeting who complies with this Section 15.
Not less than 60 days prior to the date of the anniversary of the annual
meeting held in the prior year, in the case of an annual meeting, or, in the
case of a special meeting called for the purpose of electing Directors, not
more than 10 days following the earlier of the date of notice of such special
meeting or the date on which a public announcement of such meeting is made, any
stockholder who intends to make a nomination at the meeting shall deliver
written notice to the Secretary of the Corporation setting forth (i) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (ii) a representation that the stockholder
is a holder of record of stock of the Corporation specified in such notice, is
or will be entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) a statement that the nominee (or nominees) is willing to be
nominated and (iv) such other information concerning each such nominee as would
be required under the rules of the Securities and Exchange Commission in a
proxy statement soliciting proxies for the election of such nominee and in a
Schedule 14B (or other comparable required filing then in effect) under the
Securities Exchange Act of 1934. In the event that a person is validly
designated as a proposed nominee in accordance with this Section 15 (including
a bona fide statement that the nominee is willing to be nominated) and shall
thereafter become unable or unwilling to stand for election to the Board of
Directors, the stockholder who made such designation may designate promptly in
the manner set forth above a substitute proposed nominee, notwithstanding the
minimum time period set forth in this Section 15. No person may be elected as
a Director at a meeting of stockholders unless nominated in accordance with
this Section 15, and any purported nomination or purported election not made in
accordance with the procedures as set forth in this Section 15 shall be void.
In addition to any other requirements relating to amendments to these By-Laws,
no proposal by any stockholder to repeal or amend this Section 15 shall be
brought before any meeting of the stockholders of the Corporation unless
written notice is given of (i) such proposed repeal or the substance of such
proposed amendment; (ii) the name and address of the stockholder who intends to
propose such repeal or amendment; and (iii) a representation that the
stockholder is a holder of record of stock of the Corporation specified in such
notice, is or will be entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to make the proposal. Such notice shall be
given in the manner and at the time specified above in this Section 15. Any
proposal to repeal or amend or any such purported repeal or purported amendment
of this Section 15 not made or adopted in accordance with the procedures set
forth in this Section 15 shall be void.
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ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer and may
elect such other officers as it deems appropriate, all of whom shall hold
office for one year and until their successors are elected and qualified. The
Chief Executive Officer may designate such assistant officers as the Chief
Executive Officer may determine, such assistant officers to serve at the
pleasure of the Chief Executive Officer.
SECTION 2. Said officers shall have all the usual powers and shall
perform all the usual duties incident to their respective offices.
SECTION 3. Unless otherwise provided in these By-Laws, in the absence or
disability of any officer of the Corporation, the Board of Directors may,
during such period, delegate his powers and duties to any other officer or to
any Director and the person to whom such powers and duties are delegated shall,
for the time being, hold such office.
SECTION 4. Any vacancy in any office shall be filled for the unexpired
term by a majority vote of the Board of Directors.
SECTION 5. The Board of Directors may create such other offices as it
may determine, and appoint officers to fill the same and define their duties
and fix their tenure of office.
SECTION 6. The Board of Directors may in its absolute discretion remove
any officer of the Corporation.
ARTICLE V
DIVISIONS
SECTION 1. Such of the business, affairs and properties of the
Corporation as the Board of Directors shall from time to time determine may be
set apart and constituted as a division or as divisions of the Corporation,
such division or divisions to be known by such name or names as shall be
determined by the Board of Directors.
SECTION 2. Each division established pursuant to Section 1 of this
Article V shall have a Board of Directors (hereinafter the "Divisional Board")
of so many members as the Board of Directors of the Corporation shall
determine, initially elected by a majority of the Board as soon as possible
after the establishment of the division, and thereafter annually at the first
meeting of the Board of Directors of the Corporation following the annual
meeting of the stockholders of the Corporation. Those members of any
Divisional Board who are also members of the Board of Directors of the
Corporation shall constitute a committee of the Board of Directors of the
10
Corporation appointed pursuant to Section 11 of Article III of the By-Laws and
all other persons who shall serve a division in the capacities set forth in
this Article are hereby appointed agents of the Corporation with the powers and
duties herein set forth. The members of a Divisional Board shall serve until
their respective successors shall have been duly elected and shall qualify. At
least a majority of the members of a Divisional Board shall be persons who are
members of the Board of Directors of the Corporation. Members of a Divisional
Board shall be subject to removal at any time with or without cause by majority
vote of the Board of Directors of the Corporation. In the event of the death,
resignation, removal or retirement of any one or more of the members of a
Divisional Board or in the event of the increase in the number of the members
of a Divisional Board, any vacancy thus created may from time to time be filled
by majority vote of the Board of Directors of the Corporation.
The properties, business and affairs of a division shall be conducted and
managed by and under the control of the Divisional Board appointed therefor
which may exercise as to the properties, business and operations of such
division all of the powers of the Corporation which are not by law required to
be exercised by the Board of Directors of the Corporation or by the
stockholders.
The first meeting of each newly elected Divisional Board shall be held
without notice immediately following the first meeting of the Board of
Directors of the Corporation after the annual meeting of the stockholders of
the Corporation and at the same place; such first meeting may in the
alternative be held at such place and time as shall be fixed by the consent in
writing of all the members of such Divisional Board. Regular meetings of each
Divisional Board may be held without notice at such time and place as shall
from time to time be determined by each Divisional Board. Special meetings of
each Divisional Board may be called by the President of the division on three
(3) days notice. Such notice shall fix the time and place of such meeting and
shall be given to each member of the Divisional Board either personally or by
mail or by telegram. Special meetings shall be called by the President of the
division or the Secretary of the division in like manner and with like notice
upon the written request of two (2) members of the Divisional Board.
Each Divisional Board shall keep regular minutes of its proceedings and
all action taken by each Divisional Board shall be reported to the Board of
Directors of the Corporation from time to time at the request of the latter
Board.
At all meetings of a Divisional Board the presence of a majority of such
Divisional Board, at least a majority of whom shall be Directors of the
Corporation, shall be requisite and sufficient to constitute a quorum for the
transaction of business. The act of a majority of the members of a Divisional
Board present at any meeting at which there is a quorum shall be the act of
such Divisional Board, except as may be otherwise specifically provided by law,
by the Certificate of Incorporation or by these By-Laws. If a quorum shall not
be present at any meeting of a Divisional Board, the Directors present thereat
may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum of such Divisional
11
Board shall be present, and at such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting pursuant to the original notice.
Any action required or permitted to be taken at any meeting of a
Divisional Board may be taken without a meeting if prior to such action a
written consent thereto is signed by all members of such Divisional Board and
such written consent is filed with the minutes of the proceedings of such
Divisional Board.
Each Divisional Board shall elect, as executive officers of the Division,
a President, one or more Vice Presidents, a Secretary and a Treasurer, and in
its discretion one or more Assistant Secretaries and Assistant Treasurers and
such subordinate officers as may from time to time be deemed desirable. Any
officer of a division may be removed, with or without cause, by action of its
Divisional Board at a meeting called for that purpose. Such officers shall be
elected annually by each Divisional Board at its first meeting following the
annual meeting of stockholders of the Corporation and each shall hold office
until the corresponding meeting of such Divisional Board in the next year and
until his successor shall have been duly elected and qualified or until he
shall have died or resigned or shall have been removed. The powers and duties
of the executive officers of a division shall be, with respect to the business,
affairs and properties of such division, as set forth in Article IV of these
By-Laws with respect to the executive officers of the Corporation, with such
additions or changes as may from time to time be specified by the Board of
Directors of the Corporation.
The Board of Directors of the Corporation shall have power to fix the
compensation of the officers of the division. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.
All checks and drafts on a division's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money executed on behalf of a division shall be
signed by such officer or officers, agent or agents, as shall be thereunto
authorized from time to time by the Divisional Board of such division, which
may in its discretion authorize any such signatures to be facsimile.
All contracts, agreements, endorsements, assignments, transfers, stock
powers or other instruments of a division may be executed and delivered by the
Chairman of the Board of a division or the President of a division or any Vice
President of a division or by such other officer or officers, or agent or
agents of a division, as shall be thereunto authorized from time to time by a
Divisional Board; and the Secretary of a division or any Assistant Secretary of
a division, the Treasurer of a division or any Assistant Treasurer of a
division may affix the seal of the Corporation thereto and attest the same.
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ARTICLE VI
CHECKS AND NOTES
SECTION 1. All checks, drafts, and orders for the payment of money shall
be signed by such officer or officers as the Board of Directors may from time
to time determine. All endorsements for deposit shall be made in the name of
the Corporation.
SECTION 2. All promissory notes of the Corporation and acceptances must
be authorized by the Board of Directors and signed by such officer or officers
or other person or persons as the Board of Directors may designate.
ARTICLE VII
FISCAL YEAR, RESERVES AND DIVIDENDS
SECTION 1. The Corporation's fiscal year shall be the 11 month period
ending March 31, 1994. Subsequently, the Corporation's fiscal year shall be
conformed to that of Viacom Inc. or any successor thereto.
SECTION 2. The Board of Directors shall have power to set apart out of
any of the funds of the Corporation available for dividends a reserve or
reserves for any proper purposes and to vary, increase or decrease or abolish
any such reserve so created.
ARTICLE VIII
SEAL
SECTION 1. The seal of the Corporation shall be circular in form with
the name of the Corporation and the state in which it is incorporated.
ARTICLE IX
STOCK
SECTION 1. The shares of stock of the Corporation shall be represented
by certificates, provided that the Board of Directors may provide by resolution
or resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman of the Board of Directors, or the President or a Vice President,
and by the Treasurer, or the Secretary of the Corporation, or as otherwise
permitted by law, representing the number of shares registered in certificate
form. Any or all the signatures on the certificate may be a facsimile.
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SECTION 2. 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, or as
otherwise provided by law with respect to uncertificated shares.
SECTION 3. The Board of Directors shall have power and authority to make
all such rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates of stock or of uncertificated shares,
and may appoint a transfer agent and a registrar of transfers, and may require
all such certificates to bear the signature of such transfer agent and of such
registrar of transfers.
SECTION 4. The Board of Directors shall have power to fix in advance a
date which shall be not less than ten (10) days and not exceeding sixty (60)
days preceding the date of any meeting of stockholders and not exceeding sixty
(60) days preceding the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
SECTION 5. In case any certificate of stock is lost, mutilated or
destroyed, the Board of Directors may issue a new certificate in place thereof
upon such terms and conditions as it may deem advisable and as may be permitted
by the laws of the State of Delaware.
ARTICLE X
WAIVER OF NOTICE
SECTION 1. Whenever any notice whatever is required to be given under
the provisions of these By-Laws or of any law, a waiver thereof in writing,
signed by the persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE XI
AMENDMENTS
SECTION 1. The stockholders may at any meeting amend, alter or repeal
any of these By-Laws by the affirmative vote of the holders of the majority of
the shares of capital stock issued and outstanding, provided the substance of
the proposed amendment shall have been stated in the notice of the meeting, or
by unanimous vote of all the stockholders without such notice.
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SECTION 2. The Board of Directors may at any meeting amend, alter or
repeal any of these By-Laws (to the extent that action by the stockholders is
not required by law) by the affirmative vote of the majority of the Board.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. To the fullest extent permitted by the laws of the State of
Delaware:
(a) The Corporation shall indemnify any person (and his
heirs, executors or administrators) who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (brought in the right of the Corporation or otherwise), whether
civil, criminal, administrative or investigative, and whether formal or
informal, including appeals, 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, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, for and against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or such heirs, executors or administrators in
connection with such action, suit or proceeding, including appeals.
(b) The Corporation shall pay expenses incurred in
defending any action, suit or proceeding described in subsection (a) of this
Section in advance of the final disposition of such action, suit or proceeding,
including appeals.
(c) The Corporation may purchase and maintain insurance
on behalf of any person described in subsection (a) of this Section against any
liability asserted against him, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Section or otherwise.
(d) The provisions of this Section shall be applicable
to all actions, claims, suits or proceedings made or commenced after the
adoption hereof, whether arising from acts or omissions to act occurring before
or after its adoption. The provisions of this Section shall be deemed to be a
contract between the Corporation and each director, officer, employee or agent
who serves in such capacity at any time while this Section and the relevant
provisions of the laws of the State of Delaware and other applicable law, if
any, are in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts or any
action, suit or proceeding then or theretofore existing, or any action, suit or
proceeding thereafter brought or threatened based in whole or in part on any
such state of facts. If any provision of this Section shall be found to be
invalid or limited in application by reason of any law or regulation, it shall
not affect the validity of the remaining provisions hereof. The rights of
indemnification provided in this Section shall neither be exclusive of, nor be
deemed in limitation of, any rights to which any such officer, director,
employee or agent may otherwise be entitled or permitted by contract, the
Certificate of Incorporation, vote of stockholders or
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directors or otherwise, or as a matter of law, both as to actions in his
official capacity and actions in any other capacity while holding such office,
it being the policy of the Corporation that indemnification of the specified
individuals shall be made to the fullest extent permitted by law.
(e) 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 an 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.
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Dates Referenced Herein and Documents Incorporated by Reference
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