B
Y L A W
S
OF
ADDVANTAGE
MEDIA GROUP, INC.
TABLE
OF
CONTENTS
OFFICES
SECTION
1.01.
Registered
Office and Registered Agent
. The registered office and registered agent
shall be designated in duly adopted actions of the Board of Directors.
Each
registered office and registered agent may be changed from time to time
by a
duly adopted action of the Board of Directors, and the Corporation shall
file an
appropriate statement of change of registered office or registered agent
promptly after the taking of such action in accordance with applicable
law.
SECTION
1.02.
Other
Offices
. The Corporation may also have offices at such other places
within or without the state of incorporation of the Corporation as the
Board of
Directors may from time to time determine or the business of the Corporation
requires.
SHAREHOLDERS
SECTION
2.01.
Place
of
Meeting
. All meetings of the shareholders of the Corporation shall be
held at the principal executive office of the Corporation unless otherwise
determined by the Board of Directors and specified in the notice of meeting,
in
which event the meeting shall be held at the place within or without the
state
of incorporation as shall be designated in the notice of such
meeting.
SECTION
2.02.
Annual
Meeting
. The Board of Directors may fix the date and time of the annual
meeting of the shareholders, but if no such date and time is fixed by the
Board,
the annual meeting shall be held on a fourth Tuesday in January, if not
a legal
holiday, and if a legal holiday then on the next succeeding business day,
at
10:00 a.m. local time. At the annual meeting, the shareholders then
entitled to vote shall elect directors and shall transact such other business
as
may properly be brought before the meeting.
SECTION
2.03.
Special
Meetings
. Special meetings of the shareholders of the Corporation may be
called for any purpose or purposes for which meetings may lawfully be called
at
any time by the President or by a majority of the Board of Directors, and
shall
be called after the Corporation's receipt of the request in writing of
shareholders owning one-fourth of the amount of the entire capital stock
of the
Corporation issued and outstanding and entitled to vote. Every request
for a
special meeting shall state the specific purpose or purposes of the meeting.
The
date of the meeting shall be held at such date and time as the Board of
Directors may fix, not less than 10 nor more than 60 days after the receipt
of
the request, and the Secretary shall give due notice thereof. If the Board
of
Directors shall neglect or refuse to fix the time and date of such meeting
and
cause the Secretary to give notice thereof, the person or persons calling
the
meeting may do so.
SECTION
2.04.
Notice
of
Meetings
. Written notice of the place, date and hour of every meeting of
the shareholders, whether annual or special, shall be given to each shareholder
of record entitled to vote at the meeting not less than 10 nor more than
60 days
before the date of the meeting. Every notice of a special meeting shall
state
the purpose or purposes thereof.
SECTION
2.05.
Quorum
and
Adjournment Meeting
. The record holders of a majority of the stock issued
and outstanding (not including treasury stock) and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at
all
meetings of the shareholders for the transaction of business, except as
otherwise provided by law, by the Corporation's Certificate of Incorporation
or
by these Bylaws. If, 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 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 any such adjourned
meeting, at which a quorum shall be present in person or represented by
proxy,
any business may be transacted which might have been transacted at the
meeting
as originally notified. When a quorum is present at any meeting, the vote
of the
holders of the majority of the stock having voting power present in person
or
represented by proxy shall decide all questions brought before such meeting,
unless the question is one upon which, by expressed provision of applicable
law,
the Corporation's Certificate of Incorporation or these Bylaws, a different
vote
is required, in which case such expressed provision shall govern and control
the
decision of such question. The shareholders present in person or represented
by
proxy at a duly organized meeting at which a quorum is present may continue
to
do business until adjournment, notwithstanding withdrawal of enough shareholders
to leave less than a quorum.
SECTION
2.06.
Conduct
of
Meetings
. All annual and special meetings of shareholders shall be
conducted in accordance with such rules and procedures as the Board of
Directors
may determine subject to the requirements of applicable law and, as to
matters
not governed by such rules and procedures, as the chairman of such meetings
shall determine. The Chairman of any annual or special meeting of shareholders
shall be the President of the Corporation. The Secretary, or in the absence
of
the Secretary, a person designated by the chairman of the meeting, shall
act as
secretary of the meeting.
SECTION
2.07.
Voting
.
At every meeting of the shareholders, each shareholder shall be entitled
to one
vote in person or by proxy for each share of capital stock having voting
power
held of record by such shareholder. No proxy shall be voted on after three
years
from its date, unless the proxy provides for a longer
period.
SECTION
2.08.
Consent
of
Shareholders in Lieu of Meeting
. Any action required to be taken at any
annual or special meeting of shareholders of the Corporation, or any action
which may be taken at any annual or special meeting of such 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 shall be signed by the holders
of
outstanding stock having not less than the minimum number of votes that
would be
necessary to authorize the taking of such action at a meeting at which
all
shares entitled to vote thereon were present and voted. Prompt notice of
the
taking of action by the shareholders without a meeting by less than unanimous
written consent shall be given to those shareholders entitled to vote on
the
action who have not consented in writing to such action.
SECTION
2.09.
Voting
Lists
. The Secretary shall cause the Corporation to prepare at least
ten
(10) days before every meeting of shareholders a complete list of the
shareholders entitled to vote at the meeting. The list shall be 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
the examination of any shareholder for any lawful purpose during ordinary
business hours for a period of at least ten (10) days prior to the meeting
either at the principal executive office of the Corporation or at the place
where the meeting is to be held. The list shall also be available and open
for
inspection during the whole time of the meeting and may be inspected by
any
shareholder or authorized representative who is present.
BOARD
OF
DIRECTORS
SECTION
3.01.
Powers
.
The Board of Directors shall have full power to manage the business and
affairs
of the Corporation; and all, powers of the Corporation, except those
specifically reserved to the shareholders by law, the Certificate of
Incorporation or these Bylaws, are hereby granted to and vested in the
Board of
Directors.
SECTION
3.02.
Number,
Qualifications and Term of Office
. The Board of Directors shall consist
of such number of directors as may be determined from time to time by resolution
of the Board of Directors; provided that the Board shall consist of not
less
than one (1) nor more than nine (9) persons. No director need be an officer
or
shareholder of the Corporation but each director shall be a natural person
21
years of age or older. Each Director shall serve until the next annual
meeting
of the shareholders or until his successor shall have been duly elected
and
qualified, except in the event of his death, resignation or
removal.
SECTION
3.03.
Vacancies
.
Any director may be removed, either for or without cause, at any meeting
of
shareholders by the affirmative vote of a majority in number of shares
of the
shareholders present in person or by proxy at such meeting and entitled
to vote
for the election of such director, provided notice of the intention to
act upon
such matter shall have been given in the notice calling such meeting. 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, and any Director
so
chosen shall hold office until the next annual election or until his successor
is duly elected and qualified. If there are no Directors in office, then
an
election of Directors may be held in the manner provided by law. If, at
the time
of filling any vacancy or any newly created directorship, the Directors
then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), a court of competent jurisdiction
may,
upon application of shareholders holding of record at least 10 percent
of the
total number of the shares at the time outstanding having the right to
vote for
such Directors, summarily order an election to be held to fill any such
vacancies or newly created directorships or to replace the Directors chosen
by
the Directors then in office.
SECTION
3.04.
Resignations
.
Any Director of the Corporation may resign at any time by giving written
notice
to the Board of Directors, the President or the Secretary of the Corporation.
Such resignation shall take effect upon receipt by the Corporation of such
notice or at any later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make
it
effective.
SECTION
3.05.
Organization
.
At every meeting of the Board of Directors, the Director chosen by a majority
of
the Directors present, shall preside, and the Secretary, or, in his absence,
the
person appointed by the chairman of the meeting, shall act as secretary
of the
meeting.
SECTION
3.06.
Place
of
Meeting
. The Board of Directors may hold its meetings, both regular and
special, at such place or places within or without the state of incorporation
as
the Board of Directors may from time to time select, as designated in the
notice
calling the meeting.
SECTION
3.07.
Organizational
Meeting
. The first meeting of each newly elected Board of Directors shall
be held without notice immediately following the annual meeting of shareholders,
unless the shareholders shall determine otherwise.
SECTION
3.08.
Regular
Meetings
. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall be designated from time to time
by a duly
adopted action of the Board of Directors.
SECTION
3.09.
Special
Meetings
. Special meetings of the Board of Directors shall be held
whenever called by two or more of the Directors. Notice of each special
meeting
shall be given to each director by telephone, telegram, telecopy, in writing
or
in person at least 24 hours (in the case of notice by telephone, in person
or
actual notice however received) or 48 hours (in the case of notice by telegram,
or telecopy or similar wire communication) or five (5) days (in the case
of
notice by mail or otherwise) before the time at which the meeting is to
be held.
Each such notice shall state the date, time and place of the meeting to
be so
held.
SECTION
3.10
Quorum
and
Adjourned Meetings
. At all meetings of the Board a 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, except as may be otherwise
specifically provided by law or by the Certificate of Incorporation. If
a quorum
shall not be present at any meeting of the Board of Directors, a majority
of the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
SECTION
3.11.
Unanimous
Consent of Directors in Lieu of Meeting
. Unless otherwise restricted by
law 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, without prior notice
and
without a vote if all members of the Board or the Committee, as the case
may be,
consent thereto in writing either before or after the taking of action
with
respect thereto. The written consent shall be filed with the minutes of
proceedings of the Board or the Committees.
SECTION
3.12.
Executive
and Other Committees
. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate an Executive Committee and
one or
more other committees, each committee to consist of one or more Directors.
Any
such Committee to the extent provided in the resolution establishing such
Committee and not otherwise restricted or limited by applicable law or
the
Certificate of Incorporation or the Bylaws, shall have and may exercise
all the
power and authority of the Board of Directors in the management of the
business
and affairs of the Corporation, including the power or authority to declare
a
dividend, to authorize the issuance of stock, to adopt a certificate of
ownership and merger and to authorize the seal of the Corporation to be
affixed
to all papers which may require it; but no such Committee shall have the
power
or authority in reference to (1) amending the Certificate of Incorporation
(except that a Committee may, to the extent authorized in the resolution
or
resolutions providing for the issuance of shares of the stock adopted by
the
Board of Directors, as permitted by applicable law, fix any of the preferences
or rights of such shares relating to dividends, redemption, dissolution,
any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any
other
series of the same or any other class or classes of stock of the Corporation),
(2) adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of
the
Corporation's property and assets, (3) recommending to the shareholders the
dissolution of the Corporation or a revocation of a dissolution, or
(4) amending the Bylaws of the Corporation. Such 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. Each Committee shall keep
regular
minutes of its meetings and file the same with the minutes of the Board
of
Directors.
SECTION
3.13.
Compensation
of Directors
. Unless otherwise restricted by law, the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors shall be reimbursed
their
actual reasonable expenses, if any, of attendance at any meeting of the
Board of
Directors and any Committee thereof and may be paid a fixed sum for attendance
at each such meeting or a fixed salary as determined by the Board of Directors.
No such payment shall preclude any Director from serving the Corporation
in any
other capacity and receiving compensation therefor.
NOTICES
OF MEETINGS
SECTION
4.01.
Notice
.
Whenever notice is required to be given to any Director or shareholder,
it shall
not be construed to mean 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 be deemed to be given at the time when the same shall
be
deposited in the United States mail. Notice to Directors may also be given
in
accordance with Section 3.09 of Article III
hereof.
SECTION
4.02.
Waivers
of
Notice
. Whenever any notice is required to be given, a waiver thereof
in
writing, signed by the person or persons entitled to such notice, whether
before
or after the time stated therein, shall be deemed equivalent to the giving
of
such notice. Except in the case of a special meeting of shareholders and
as
otherwise required by law, neither the business to be transacted at, nor
the
purpose of, any regular or special meeting of the shareholders, Directors,
or
Committee of Directors need be specified in any written waiver of notice
of such
meeting.
SECTION
4.03.
Conference
Telephone Meetings
. One or more shareholders, Directors or members of a
Committee of Directors may participate in a meeting of the shareholders,
Board,
or of a Committee of the Board, by means of conference telephone or similar
communications equipment provided that all persons participating in the
meeting
can hear each other and participate in discussions thereof. Participation
in a
meeting pursuant to this section shall constitute presence in person at
such
meeting.
OFFICERS
SECTION
5.01
Number,
Qualifications and Designation
. The officers of the Corporation shall be
chosen by the Board of Directors and may include a President, one or more
Vice
Presidents, a Secretary, a Treasurer, and such other officers as may be
elected
in accordance with the provisions of Section 5.03 of this Article. One
person may hold more than one office. Officers may be, but need not be,
Directors or shareholders of the Corporation. The Board of Directors may
from
time to time elect such other officers as it deems necessary or appropriate,
who
shall exercise such powers and perform such duties as are provided in these
Bylaws and as the Board of Directors may from time to time
determine.
SECTION
5.02
Election,
Term of Office and Removal
. The officers of the Corporation shall be
elected annually by the Board of Directors, and each such officer shall
hold his
office until his successor shall have been elected and qualified, or until
his
earlier death, resignation, or removal. Any officer may resign at any time
upon
written notice to the Corporation. Such resignation shall take effect upon
receipt by the Corporation of such notice.
SECTION
5.03
Removal
of
Officers
. Any officer or agent elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the whole Board of Directors. If any office becomes
vacant
for any reason, the vacancy may be filled by the Board of
Directors.
SECTION
5.04
The
President
. The President shall be the Chief Executive Officer of the
Corporation and shall have general supervisory responsibility over all
operations of the Corporation, subject to the control of the Board of Directors.
He shall execute and deliver, in the name of the Corporation, deeds, mortgages,
bonds, contracts, powers of attorney or other instruments, authorized by
the
Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws
to
some other officer or agent of the Corporation; and, in general, the President
shall perform all duties incident to the office of Chief Executive Officer
of
the Corporation, and such other duties as from time to time may be assigned
to
him by the Board of Directors.
SECTION
5.05
The
Vice
Presidents
. The Vice Presidents in the order of the designation by the
Board of Directors, shall perform the duties of the President in his absence
and
such other duties as may from time to time be assigned to them by the Board
of
Directors or by the President.
SECTION
5.06
The
Secretary
. The Secretary shall attend all meetings of the shareholders,
the Board of Directors and Committees thereof shall record the minutes
of the
proceedings thereat and shall keep a current and complete record thereof.
The
Secretary shall publish, keep and maintain records and reports of the
Corporation as required by law; shall be the custodian of the seal of the
Corporation and see that it is affixed to all documents to be executed
on behalf
of the Corporation under its seal; and, in general, shall perform all duties
incident to the office of Secretary and such other duties as may from time
to
time be assigned to him by the Board of Directors or the President. Each
Assistant Secretary shall have such powers and perform such duties as the
Board
of Directors or the President may from time to time
prescribe.
SECTION
5.07
The
Treasurer
. The Treasurer shall be the Chief Financial Officer of the
Corporation; shall have responsibility for the proper care and custody
of all
corporate funds and securities; shall keep full, accurate and complete
records,
receipts and disbursements of 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. He 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 a report to the
Board
of Directors, whenever requested, of the financial condition of the Corporation,
and shall perform such other duties as the Board of Directors may prescribe.
Each Assistant Treasurer shall have such powers and perform such duties
as the
Board of Directors or the President may from time to time
delegate.
SECTION
5.08
Assistant
Officers
. The Board of Directors may appoint one or more assistant
officers. Each assistant officer shall, at the request of or in the absence
or
disability of the officer to whom he is an assistant, perform the duties
of such
officer and shall have such other authority and perform such other duties
as the
Board of Directors may prescribe.
SECTION
5.09
Bonds
.
If required by the Board of Directors, any officer shall give the Corporation
a
bond in such form, in such sum, and with such surety or sureties as shall
be
satisfactory to the Board, 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 their possession or under
their
control belonging to the Corporation.
SECTION
5.10
Salaries
.
The salaries of the officers of the Corporation shall be fixed from time
to time
by the Board of Directors.
CERTIFICATES
OF STOCK
SECTION
6.01
Issuance
.
Each shareholder shall be entitled to a certificate or certificates representing
shares of stock of the Corporation owned of record by him upon his request
therefor. The stock certificates of the Corporation shall be numbered and
registered in the stock ledger and transfer books of the Corporation as
issued.
Certificates shall be signed by the President or a Vice President and by
the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
and
shall bear the corporate seal. Any or all of the signatures and the corporate
seal upon such certificate may be a facsimile, engraved or printed. In
case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any share certificate shall have ceased
to be
such officer, transfer agent or registrar, the certificate shall be valid
and of
the same force and effect as if he continued to be such officer, transfer
agent
or registrar.
SECTION
6.02
Transfer
.
Upon surrender to the Corporation or the transfer agent of the Corporation
of a
certificate for shares duly endorsed or accompanied by proper evidence
of
succession, assignation or authority to transfer, it shall be the duty
of the
Corporation to issue a new certificate to the person entitled thereto,
cancel
the old certificate and record the transaction upon its books. No transfer
shall
be made which would be inconsistent with law.
SECTION
6.03
Stock
Certificates
. Stock certificates of the Corporation shall be in such form
as provided by statute and approved by the Board of Directors. The stock
transfer books and the blank stock certificate books shall be kept by the
Secretary or by any agency designated by the Board of Directors for that
purpose.
SECTION
6.04
Lost,
Stolen, Destroyed or Mutilated Certificates
. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged
to
have been lost, stolen or destroyed upon the receipt by the Corporation
of an
affidavit of that fact by the person claiming the certificate of stock
to be
lost, stolen or destroyed. When authorizing issuance of a replacement
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 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
6.05.
Record
Holder of Shares
. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the record and beneficial
owner of shares to receive dividends, to exercise voting rights and for
all
purposes; and the Corporation shall not be bound to recognize any equitable
or
other claim to or interest in such shares on the part of any other- person,
even
if the Corporation shall have notice thereof.
SECTION
6.06.
Determination
of Record Date
. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders
or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or 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 a record date, which shall not be more than
60
nor less than 10 days before the date of such meeting or any other
action.
If
no
record date is fixed:
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|
(1)
|
The
record date for determining shareholders entitled to notice of
or to vote
at a meeting of shareholders shall be at the close of business
on the day
next preceding the day on which notice is given, or, if notice
is waived,
at the close of business on the day next preceding the day on
which the
meeting is held.
|
|
|
(2)
|
The
record date for determining shareholders entitled to express
consent to
corporate action in writing without a meeting, when no prior
action by the
Board of Directors is necessary, shall be the day on which the
first
written consent is expressed.
|
|
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(3)
|
The
record date for determining shareholders for any other purpose
shall be at
the close of business on the day on which the Board of Directors
adopts
the resolution relating thereto.
|
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 record date for the
adjourned
meeting.
INDEMNIFICATION
OF DIRECTORS, OFFICERS AND
OTHER
AUTHORIZED REPRESENTATIVES
SECTION
7.01.
Indemnification
of Authorized Representatives in Third Party Proceedings
. To the maximum
extent not prohibited by law, the Corporation shall indemnify any person
who was
or is an "authorized representative" of the Corporation (which shall mean
for
purposes of this Article a Director or officer of the Corporation, or a
person
serving at the request of the Corporation as a director, officer, partner
or
trustee of another corporation, partnership, joint venture, trust or other
business enterprise) and who was or is a "party" (which shall include for
purposes of this Article the giving of testimony or similar involvement)
or is
threatened to be made a party to any "third party proceeding" (which shall
mean
for purposes of this Article any threatened, pending or completed action,
suit
or proceeding, whether civil, criminal, arbitration, administrative or
investigative other than an action by or in the right of the Corporation)
by
reason of the fact that such person was or is an authorized representative
of
the Corporation, against expenses (which shall include for purposes of
this
Article attorneys' fees and expenses), judgments, penalties, fines and
amounts
paid in settlement actually and reasonably incurred by such person in connection
with such third party proceeding if such person acted in good faith and
in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal third party
proceeding (which could or does lead to a criminal third party proceeding)
had
no reasonable cause to believe such conduct was unlawful. The termination
of any
third party proceeding by judgment, order, settlement, indictment, conviction
or
upon a plea of
nolo
contendere
or its equivalent shall not of itself create a presumption that the authorized
representative did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal third party proceeding, had
reasonable cause to believe that such conduct was unlawful.
SECTION
7.02.
Indemnification
of Authorized Representatives in Corporate Proceedings
. The Corporation
shall indemnify any person who was or is an authorized representative of
the
Corporation and who was or is a party or is threatened to be made a party
to any
"corporate proceeding" (which shall mean for purposes of this Article any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor or investigative proceeding
by
the Corporation) by reason of the fact that such person was or is an authorized
representative of the Corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of
such
corporate action if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation;
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 a court of competent
jurisdiction shall determine that, despite the adjudication of liability
but in
view of all the circumstances of the case, such authorized representative
is
fairly and reasonably entitled to be indemnified to the extent such court
shall
order.
SECTION
7.03.
Mandatory
Indemnification of Authorized Representatives
. To the extent that an
authorized representative of the Corporation has been successful on the
merits
or otherwise in defense of any third party proceeding or corporate proceeding
or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred by such person
in
connection therewith.
Section
7.04.
Determination
of Entitlement to Indemnification
. Any indemnification under
Section 7.01, 7.02 or 7.03 of this Article (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 authorized representative is
proper in
the circumstances because such person has either met the applicable standards
of
conduct set forth in Section 7.01 or 7.02 or has been successful on the
merits or otherwise as set forth in Section 7.03 and that the amount
requested has been actually and reasonably incurred. Such determination
shall be
made:
|
|
(1)
|
By
the Board of Directors by a majority of a quorum consisting of
Directors
who were not parties to such third party or corporate proceeding;
or
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|
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(2)
|
If
such a quorum is not obtainable, or, even if obtainable, a majority
vote
of such a quorum so directs, by independent legal counsel in
a written
opinion; or
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SECTION
7.05.
Advancing
Expenses
. Expenses actually and reasonably incurred in defending a third
party or corporate proceeding shall be paid on behalf of an authorized
representative by the Corporation in advance of the final disposition of
such
third party or corporate proceeding as authorized in the manner provided
in
Section 7.04 of this Article upon receipt of an undertaking by or on behalf
of the authorized representative to repay such amount unless it shall ultimately
be determined that such person is entitled to be indemnified by the Corporation
as authorized in this Article. The financial ability of such authorized
representative to make such repayment shall not be a prerequisite to the
making
of an advance.
SECTION
7.06.
Employee
Benefit Plans
. For purposes of this Article,- the Corporation shall be
deemed to have requested an authorized representative to serve an employee
benefit plan where the performance by such person of duties to the Corporation
also imposes duties on, or otherwise involves services by, such person
to the
plan or participants or beneficiaries of the plan; excise taxes assessed
on an
authorized representative with respect to an employee benefit plan pursuant
to
applicable law shall be deemed "fines"; and action taken or omitted by
such
person with respect to an employee benefit plan in the performance of duties
for
a purpose reasonably believed to be in the interest of the participants
and
beneficiaries of the plan shall be deemed to be for a purpose which is
not
opposed to the best interests of the Corporation.
SECTION
7.07.
Scope
of
Article
. The indemnification of and advancement of expenses to authorized
representatives, as authorized by this Article, shall (1) not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote
of
shareholders or disinterested Directors or otherwise, both as to action
in an
official capacity and as to action in another capacity, (2) continue as to
a person who has ceased to be an authorized representative and (3) inure to
the benefit of the heirs, executors and administrators of such a
person.
SECTION
7.08.
Reliance
on
Provisions
. Each person who shall act as an authorized representative of
the Corporation shall be deemed to be doing so in reliance upon rights
of
indemnification provided by this Article.
SECTION
7.09.
Insurance
.
The Corporation may but shall not be obligated to purchase and maintain
insurance at its expense on behalf of any person who is or was an authorized
representative against any liability asserted against him in 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.
GENERAL
PROVISIONS
SECTION
8.01.
Dividends
.
Dividends upon the capital stock of the Corporation, subject to the provisions
of the Certificate of Incorporation, if any, may be declared by the Board
of
Directors at any regular or special meeting only out of funds or property
lawfully available therefor, pursuant to law. Dividends may be paid in
cash, in
property, or in shares of the capital stock of the Corporation, subject
to the
provisions of the Certificate of Incorporation. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Directors from time to time, in its absolute
discretion, thinks proper as a reserve or reserves to meet contingencies,
or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors shall think conducive
to
the interest of the Corporation, and the Board of Directors may modify
or
abolish any such reserve in the manner in which it was
created.
SECTION
8.02.
Annual
Statements
. The Board of Directors, through the officers of the
Corporation, 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
8.03.
Contracts
.
Except as otherwise provided in these Bylaws, the Board of Directors may
authorize any officer or officers or any agent or agents to enter into
any
contract or to execute and deliver any instrument on behalf of the Corporation
and such authority may be general or confined to specific
instances.
SECTION
8.04.
Checks
.
All checks, notes, bills of exchange or other orders in writing shall be
signed
by such person or persons as the Board of Directors may from time to time
designate.
SECTION
8.05.
Corporate
Seal
. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal",
and
the state of incorporation of the Corporation. The seal may be used by
causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
SECTION
8.06.
Deposits
.
All funds of the Corporation shall be deposited from time to time to the
credit
of the Corporation in such banks, trust companies, or their depositories
as the
Board of Directors may approve or designate; and all such funds may be
withdrawn
only upon checks or withdrawal requests signed by such one or more officers
or
employees as the Board of Directors shall from time to time
determine.
SECTION
8.07.
Amendment
of Bylaws
. These Bylaws may be altered, amended or repealed or new bylaws
may be adopted by the shareholders or by the Board of Directors, at any
regular
meeting of the shareholders or of the Board of Directors or at any special
meeting of the shareholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new bylaws be contained in
the
notice of such special meeting.
SECTION
8.08.
Fiscal
Year
. The fiscal year of the Corporation shall begin on the first day
of
October and end on the last day of September, unless otherwise provided
by
resolution of the Board of Directors.
SECTION
8.09.
Interested
Directors
. No contract or transaction between the Corporation and one or
more of its Directors or officers, or between the Corporation and any other
company, partnership, association or other organization in which one or
more of
its Directors or officers are directors or officers or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the Director or officer is present at or participates in the meeting of
the
Board of Directors or Committee thereof which authorizes the contract or
transaction, or solely because his or their vote is counted for such purpose;
if: (1) the material facts as to his relationship or interest are disclosed
to the Board or the Committee, and the Board or Committee in good faith
authorizes the contract or transaction by the affirmative vote of a majority
of
the disinterested Directors, even though the disinterested Directors be
less
than a quorum; or (2) the material facts as to his relationship or interest
are disclosed to the shareholders entitled to vote therein, and the contract
or
transaction is specifically approved in good faith by vote of the shareholders;
or (3) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors or
a
Committee thereof or the shareholders. Common or interested Directors may
be
counted in determining the presence of a quorum at a meeting of the Board
or of
a Committee which authorizes the contract or transaction.
SECTION
8.10.
Form
of
Records
. Any records maintained by the Corporation in the regular course
of its business, including its stock ledger, books of account and minute
books,
may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs or any other information storage device, provided that
the
records so kept can be converted into clearly legible form within a reasonable
time. The Corporation shall convert any records so kept upon the request
of any
person entitled to inspect the same.
By
unanimous consent to action in lieu of a special meeting of the Board of
Directors of ADDvantage Media Group, Inc., dated January 31, 1992, the
Directors of the Corporation amended Section 2.02 Article II of the
Bylaws to read as follows
"The
Board of Directors may fix the date and time of the annual meeting of the
shareholders, but if no such date and time is fixed by the Board, the annual
meeting shall be held on the fourth Tuesday in May, if not a legal holiday,
and
if a legal holiday then on the next succeeding business day, at 10:00 a.m.
local time."
The
original signed consent can be found under the tab marked "Minutes" in
date
order. A copy of the consent can be found behind the Bylaws.
By
unanimous consent to action in lieu of a special meeting of the Board of
Directors of ADDvantage Technologies Group, Inc., dated December 28, 2007,
the
Directors of the Corporation restated Sections 6.01, 6.02 and 6.04 of Article
VI
Stock of the Bylaws to read as follows:
“SECTION 6.01
Issuance
. The
shares of the Corporation's stock may be certificated or uncertificated,
as
provided under Oklahoma law, and shall be entered in the books of the
Corporation and registered as they are issued. Each shareholder shall
be entitled to a certificate or certificates representing shares of stock
of the
Corporation owned of record by him upon his request therefor. Any
certificates representing shares of stock of the Corporation shall be numbered
and registered in the stock ledger and transfer books of the Corporation
as
issued. Such certificates shall be signed by the President or a Vice
President and by the Secretary, an Assistant Secretary, the Treasurer or
an
Assistant Treasurer, and shall bear the corporate seal. Any or all of
the signatures and the corporate seal upon such certificate may be a facsimile,
engraved or printed. In case any officer, transfer agent or registrar
who has signed, or whose facsimile signature has been placed upon, any
share
certificate shall have ceased to be such officer, transfer agent or registrar,
the certificate shall be valid and of the same force and effect as if he
continued to be such officer, transfer agent or registrar.
Within
a
reasonable time after the issuance or transfer of uncertificated stock,
the
Corporation shall send to the registered owner thereof a written notice
that
shall set forth the name of the Corporation, that the Corporation is organized
under the laws of the State of Oklahoma, the name of the shareholder, the
number
and class (and the designation of the series, if any) of the shares represented,
and any restrictions on transfer or registration of such shares of stock
imposed
by the Corporation's certificate of incorporation, these Bylaws, any agreement
among shareholders or any agreement between shareholders and the
Corporation.
SECTION
6.02
Transfer
. Transfers
of shares may be made only by the record holder of such shares, or by an
attorney lawfully constituted in writing, which transfer may be made on
the
books of the Corporation, and in the case of shares represented by a
certificate, such transfer may only be made upon surrender of the certificate
to
the Corporation. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority
to
transfer, it shall be the duty of the Corporation to issue a new certificate
or
evidence of the issuance of uncertificated shares to the person entitled
thereto, cancel the old certificate and record the transaction upon its
books. No transfer shall be made which would be inconsistent with
law. Upon the receipt of proper transfer instructions from the
registered owner of uncertificated shares, such uncertificated shares shall
be
cancelled, issuance of new equivalent uncertificated shares or certificated
shares shall be made to the shareholder entitiled thereto and the transaction
shall be recorded upon the books of the Corporation. If the
Corporation has a transfer agent or registrar acting on its behalf, the
signature of any officer or representative thereof may be in
facsimile.
The
Board
of Directors may appoint a transfer agent and one or more co-transfer agents
and
registrar and one or more co-registrars and may make or authorize such
agent to
make all such rules and regulations deemed expedient concerning the issue,
transfer and registration of shares of stock.
SECTION
6.04
Lost,
Stolen, Destroyed or Mutilated Certificates
. The Board of
Directors may direct (i) a new certificate or certificates or (ii)
uncertificated shares to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen
or
destroyed upon the receipt by the Corporation of an affidavit of that fact
by
the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing issuance of a replacement 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
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.”
The
original
signed consent can be found under the tab marked "Minutes" in date order.
A copy
of the consent can be found behind the BYLAWS.