BYLAWS
OF
LIBERATED SYNDICATION
ARTICLE I
OFFICES
Section 1.01 Location of
Offices. The corporation
may maintain such offices within or without the State of Nevada as
the Board of Directors may from time to time designate or
require.
Section 1.02 Principal
Office. The address of
the principal office of the corporation shall be at the address of
the registered office of the corporation as so designated in the
office of the Lieutenant Governor/Secretary of State of the state
of incorporation, or at such other address as the Board of
Directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual
Meeting. The annual
meeting of the shareholders shall be held in June of each year or
at such other time designated by the Board of Directors and as is
provided for in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors
shall not be held on the day designated for the annual meeting of
the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as may be
convenient.
Section 2.02 Special
Meetings. Special
meetings of the shareholders may be called at any time by the
chairman of the board, the president, or by the Board of Directors,
or in their absence or disability, by any vice president, and shall
be called by the president or, in his or her absence or disability,
by a vice president or by the secretary on the written request of
the holders of not less than 25% of all the shares entitled to vote
at the meeting, such written request to state the purpose or
purposes of the meeting and to be delivered to the president, each
vice-president, or secretary. In case of failure to call such
meeting within 60 days after such request, such shareholder or
shareholders may call the same.
Section 2.03 Place of
Meetings. The Board of
Directors may designate any place, either within or without the
state of incorporation, as the place of meeting for any annual
meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either
within or without the state of incorporation, as the place for the
holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be
at the principal office of the corporation.
Section 2.04 Notice of
Meetings. The secretary
or assistant secretary, if any, shall cause notice of the time,
place, and purpose or purposes of all meetings of the shareholders
(whether annual or special), to be mailed at least ten days, but
not more than 60 days, prior to the meeting, to each shareholder of
record entitled to vote.
Section 2.05 Waiver of
Notice. Any shareholder
may waive notice of any meeting of shareholders (however called or
noticed, whether or not called or noticed and whether before,
during, or after the meeting), by signing a written waiver of
notice or a consent to the holding of such meeting, or an approval
of the minutes thereof. Attendance at a meeting, in person or
by proxy, shall constitute waiver of all defects of call or notice
regardless of whether waiver, consent, or approval is signed or any
objections are made. All such waivers, consents, or approvals
shall be made a part of the minutes of the
meeting.
Section 2.06 Fixing Record
Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
annual meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend or in
order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that
the share transfer books shall be closed, for the purpose of
determining shareholders entitled to notice of or to vote at such
meeting, but not for a period exceeding sixty (60) days. If
the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, such
books shall be closed for at least ten (10) days immediately
preceding such meeting.
In
lieu of closing the share transfer books, the Board of Directors
may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more
than sixty (60) and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting or 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 shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this Section, such determination shall
apply to any adjournment thereof. Failure to comply with this
Section shall not affect the validity of any action taken at a
meeting of shareholders.
Section 2.07 Voting
Lists. The officer or
agent of the corporation having charge of the share transfer books
for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of, and
the number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the meeting.
The original share transfer book shall be prima facie
evidence as to the shareholders who
are entitled to examine such list or transfer books, or to vote at
any meeting of shareholders.
Section 2.08 Quorum.
One-third of the total voting power of the outstanding shares
of the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of the shareholders.
If a quorum is present, the affirmative vote of the majority of the
voting power represented by shares at the meeting and entitled to
vote on the subject shall constitute action by the shareholders,
unless the vote of a greater number or voting by classes is
required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than
one-third of the outstanding voting power is represented at a
meeting, a majority of the voting power represented by shares so
present 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.
Section 2.09 Voting of
Shares. Each outstanding
share of the corporation entitled to vote shall be entitled to one
vote on each matter submitted to vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any
class or series of stock are determined and specified as greater or
lesser than one vote per share in the manner provided by the
Articles of Incorporation.
Section 2.10 Proxies.
At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by
proxy; provided,
however, that the right to vote by proxy shall exist only in case
the instrument authorizing such proxy to act shall have been
executed in writing by the registered holder or holders of such
shares, as the case may be, as shown on the share transfer of the
corporation or by his or her or her attorney thereunto duly
authorized in writing. Such instrument authorizing a proxy to
act shall be delivered at the beginning of such meeting to the
secretary of the corporation or to such other officer or person who
may, in the absence of the secretary, be acting as secretary of the
meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or if only one be present, that one
shall (unless the instrument shall otherwise provide) have all of
the powers conferred by the instrument on all persons so
designated. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the
transfer by the pledge or on the books of the corporation he or she
shall have expressly empowered the pledgee to vote thereon, in
which case the pledgee, or his or her or her proxy, may represent
such shares and vote thereon.
Section 2.11 Written Consent to
Action by Shareholders.
Any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting
of the shareholders, 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 shareholders entitled to vote with respect to the
subject matter thereof.
Section 2.12 Business Proposed by
Shareholders.
(a) At
any annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the annual
meeting. To be properly brought before the annual meeting, the
proposal of business to be considered by the shareholders must be
made (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the corporation (A) who is a shareholder of
at least one percent of the corporation’s outstanding shares
of record on the date of the giving of the notice provided to vote
at such annual meeting and (B) who complies with the notice
procedures set forth in this Section 2.12.
(b) In
addition to any other applicable requirements for business to be
properly brought before an annual meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written
form to the Secretary of the corporation. To be timely, a
shareholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to
the anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual
meeting is called for a date that is not within 30 days before or
after such anniversary date, notice by the shareholder in order to
be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first
occurs.
(c) The
Secretary of the corporation shall determine whether a notice
delivered pursuant to this Section 2.12 complies with the
requirements of this Section 2.12 so as to be considered properly
delivered to the corporation. If the Secretary shall determine that
such notice has not been properly delivered to the corporation, the
Secretary shall notify the shareholder in writing within five days
from the date such notice was received by the corporation of such
determination.
(d) A
shareholder’s notice to the Secretary shall be signed by the
shareholder of record who intends to make the proposal (or such
shareholder’s duly authorized proxy or other representative),
shall bear the date of signature of such shareholder (or proxy or
other representative) and shall set forth (i) a brief description
of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting,
(ii) the name and address of the shareholder proposing such
business, (iii) the class and number of shares of the corporation
that are beneficially owned by the shareholder and any other
ownership interest in the shares of the corporation, whether
economic or otherwise, including derivatives and hedges, (iv) any
material interest of the shareholder in such business, (v) a
representation that the person sending the notice is a shareholder
of record on the record date and shall remain such through the
annual meeting date, and (vi) a representation that such
shareholder intends to appear in person or by proxy at such annual
meeting to move the consideration of the business set forth in the
notice.
(e) Notwithstanding
anything in these Bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.12; provided, however, that
nothing in this Section 2.12 shall be deemed to preclude discussion
by any shareholder of any business properly brought before the
annual meeting in accordance with such procedures. The chairman of
the annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this
Section 2.12, and if so determine, the chairman of the meeting
shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
ARTICLE III
DIRECTORS
Section 3.01 General
Powers. The property,
affairs, and business of the corporation shall be managed by its
Board of Directors. The Board of Directors may exercise all
the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by
the Articles of Incorporation or by these Bylaws, vested solely in
the shareholders of the corporation.
Section 3.02 Number, Term, and
Qualifications. The Board
of Directors shall consist of one to nine persons. Increases
or decreases to said number may be made, within the numbers
authorized by the Articles of Incorporation, as the Board of
Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the
members of the Board of Directors may also be had upon amendment to
these Bylaws by a majority vote of all of the shareholders, and the
number of directors to be so increased or decreased shall be fixed
upon a majority vote of all of the shareholders of the corporation.
Each director shall hold office until the next annual meeting
of shareholders of the corporation and until his or her successor
shall have been elected and shall have qualified. Directors
need not be residents of the state of incorporation or shareholders
of the corporation.
Section 3.03 Classification of
Directors. In lieu of
electing the entire number of directors annually, the Board of
Directors may provide that the directors be divided into either two
or three classes, each class to be as nearly equal in number as
possible, the term of office of the directors of the first class to
expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual
meeting after their election, and that of the third class, if any,
to expire at the third annual meeting after their election.
At each annual meeting after such classification, the number
of directors equal to the number of the class whose term expires at
the time of such meeting shall be elected to hold office until the
second succeeding annual meeting, if there be two classes, or until
the third succeeding annual meeting, if there be three classes.
Section 3.04 Regular
Meetings. A regular
meeting of the Board of Directors shall be held without other
notice than this bylaw immediately following, and at the same place
as, the annual meeting of shareholders. The Board of
Directors may provide by resolution the time and place, either
within or without the state of incorporation, for the holding of
additional regular meetings without other notice than such
resolution.
Section 3.05
Special
Meetings.
Special meetings of the Board of Directors may be called by
or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within
or without the state of incorporation, as the place for holding any
special meeting of the Board of Directors called by
them.
Section 3.06 Meetings by Telephone
Conference Call. Members
of the Board of Directors may participate in a meeting of the Board
of Directors or a committee of the Board of Directors by means of
conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting.
Section 3.07 Notice.
Notice of any special meeting shall be given at least ten
(10) days prior thereto by written notice delivered personally or
mailed to each director at his or her regular business address or
residence, or by telegram. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. Attendance of a director at
a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting solely for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum.
A majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting,
a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 3.09 Manner of
Acting. The act of a
majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, and the
individual directors shall have no power as
such.
Section 3.10 Vacancies and Newly
Created Directorship. If
any vacancies shall occur in the Board of Directors by reason of
death, resignation or otherwise, or if the number of directors
shall be increased, the directors then in office shall continue to
act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less than
a quorum, in any way approved by the meeting. Any
directorship to be filled by reason of removal of one or more
directors by the shareholders may be filled by election by the
shareholders at the meeting at which the director or directors are
removed.
Section 3.11 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 therefor.
Section 3.12 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 his or her or her
dissent shall be entered in the minutes of the meeting, unless he
or she shall file his or her or her written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered or
certified mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such
action.
Section 3.13 Resignations.
A director may resign at any time by delivering a written
resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. Unless the
resignation provides otherwise, it shall become effective on its
acceptance by the Board of Directors; provided,
that if the board has not acted thereon within ten days from the
date presented, the resignation shall be deemed
accepted.
Section 3.14 Written Consent to
Action by Directors. Any
action required to be taken at a meeting of the directors of the
corporation or any other action which may be taken at a meeting of
the directors or of a committee, may be taken without a meeting, if
a consent in writing, setting forth the action so taken, shall be
signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the
same legal effect as a unanimous vote of all the directors or
members of the committee.
Section 3.15 Removal.
At a meeting expressly called for that purpose, one or more
directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an
election of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number.
The officers of the corporation shall be a president, one or
more vice-presidents, as shall be determined by resolution of the
Board of Directors, a secretary, a treasurer, and such other
officers as may be appointed by the Board of Directors. The
Board of Directors may elect, but shall not be required to elect, a
chairman of the board and the Board of Directors may appoint a
general manager.
Section 4.02 Election, Term of
Office, and Qualifications.
The officers shall be chosen by the Board of Directors
annually at its annual meeting. In the event of failure to
choose officers at an annual meeting of the Board of Directors,
officers may be chosen at any regular or special meeting of the
Board of Directors. Each such officer (whether chosen at an
annual meeting of the Board of Directors to fill a vacancy or
otherwise) shall hold his or her office until the next ensuing
annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her
death, or until his or her resignation or removal in the manner
provided in these Bylaws. Any one person may hold any two or
more of such offices. The chairman of the board, if any,
shall be and remain a director of the corporation during the term
of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers,
Etc. The Board of
Directors from time to time may appoint such other officers or
agents as it may deem advisable, each of whom shall have such
title, hold office for such period, have such authority, and
perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may
delegate to any officer or agent the power to appoint any such
subordinate officer or agents and to prescribe their respective
titles, terms of office, authorities, and duties. Subordinate
officers need not be shareholders or directors.
Section 4.04 Resignations.
Any officer may resign at any time by delivering a written
resignation to the Board of Directors, the president, or the
secretary. Unless otherwise specified therein, such
resignation shall take effect on delivery.
Section 4.05 Removal.
Any officer may be removed from office at any special meeting
of the Board of Directors called for that purpose or at a regular
meeting, by vote of a majority of the directors, with or without
cause. Any officer or agent appointed in accordance with the
provisions of Section 4.03 hereof may also be removed, either with
or without cause, by any officer on whom such power of removal
shall have been conferred by the Board of
Directors.
Section 4.06 Vacancies and Newly
Created Offices. If any
vacancy shall occur in any office by reason of death, resignation,
removal, disqualification, or any other cause, or if a new office
shall be created, then such vacancies or new created offices may be
filled by the Board of Directors at any regular or special
meeting.
Section 4.07 The Chairman of the
Board. The Chairman of
the Board, if there be such an officer, shall have the following
powers and duties.
(a)
He or she shall preside at all shareholders’
meetings;
(b)
He or she shall preside at all meetings of the Board of
Directors; and
(c)
He or she shall be a member of the executive committee, if
any.
Section 4.08 The
President. The president
shall have the following powers and duties:
(a)
If no general manager has been appointed, he or she shall be
the chief executive officer of the corporation, and, subject to the
direction of the Board of Directors, shall have general charge of
the business, affairs, and property of the corporation and general
supervision over its officers, employees, and agents;
(b)
If no chairman of the board has been chosen, or if such
officer is absent or disabled, he or she shall preside at meetings
of the shareholders and Board of Directors;
(c)
He or she shall be a member of the executive committee, if
any;
(d)
He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which shall
have been authorized by the Board of Directors; and
(e)
He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation,
and shall exercise such other powers and perform such other duties
as from time to time may be assigned to him or her by the Board of
Directors.
Section 4.09 The Vice
Presidents. The Board of
Directors may, from time to time, designate and elect one or more
vice presidents, one of whom may be designated to serve as
executive vice president. Each vice president shall have such
powers and perform such duties as from time to time may be assigned
to him or her by the Board of Directors or the president. At
the request or in the absence or disability of the president, the
executive vice president or, in the absence or disability of the
executive vice president, the vice president designated by the
Board of Directors or (in the absence of such designation by the
Board of Directors) by the president, the senior vice president,
may 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.
Section 4.10 The
Secretary. The secretary
shall have the following powers and duties:
(a)
He or she shall keep or cause to be kept a record of all of
the proceedings of the meetings of the shareholders and of the
board or directors in books provided for that purpose;
(b)
He or she shall cause all notices to be duly given in
accordance with the provisions of these Bylaws and as required by
statute;
(c)
He or she shall be the custodian of the records and of the
seal of the corporation, and shall cause such seal (or a facsimile
thereof) to be affixed to all certificates representing shares of
the corporation prior to the issuance thereof and to all
instruments, the execution of which on behalf of the corporation
under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the
same;
(d)
He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute
are properly kept and filed;
(e)
He or she shall have charge of the share books of the
corporation and cause the share transfer books to be kept in such
manner as to show at any time the amount of the shares of the
corporation of each class issued and outstanding, the manner in
which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when
each became such holder or record; and he or she shall exhibit at
all reasonable times to any director, upon application, the
original or duplicate share register. He or she shall cause
the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such
other place as the Board of Directors shall determine, in the
manner and for the purposes provided in such Section;
(f)
He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which shall
have been authorized by the Board of Directors; and
(g)
He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or
her by these Bylaws or as from time to time may be assigned to him
or her by the Board of Directors or the president.
Section 4.11 The
Treasurer. The treasurer
shall have the following powers and duties:
(a)
He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements
of the corporation;
(b)
He or she shall cause the monies and other valuable effects
of the corporation to be deposited in the name and to the credit of
the corporation in such banks or trust companies or with such banks
or other depositories as shall be selected in accordance with
Section 5.03 hereof;
(c)
He or she shall cause the monies of the corporation to be
disbursed by checks or drafts (signed as provided in Section 5.04
hereof) drawn on the authorized depositories of the corporation,
and cause to be taken and preserved property vouchers for all
monies disbursed;
(d)
He or she shall render to the Board of Directors or the
president, whenever requested, a statement of the financial
condition of the corporation and of all of this transactions as
treasurer, and render a full financial report at the annual meeting
of the shareholders, if called upon to do so;
(e)
He or she shall cause to be kept correct books of account of
all the business and transactions of the corporation and exhibit
such books to any director on request during business
hours;
(f)
He or she shall be empowered from time to time to require
from all officers or agents of the corporation reports or
statements given such information as he or she may desire with
respect to any and all financial transactions of the corporation;
and
(g)
He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or
her by these Bylaws or as from time to time may be assigned to him
or her by the Board of Directors or the president.
Section 4.12 General
Manager. The Board of
Directors may employ and appoint a general manager who may, or may
not, be one of the officers or directors of the corporation.
The general manager, if any shall have the following powers
and duties:
(a)
He or she shall be the chief executive officer of the
corporation and, subject to the directions of the Board of
Directors, shall have general charge of the business affairs and
property of the corporation and general supervision over its
officers, employees, and agents:
(b)
He or she shall be charged with the exclusive management of
the business of the corporation and of all of its dealings, but at
all times subject to the control of the Board of
Directors;
(c)
Subject to the approval of the Board of Directors or the
executive committee, if any, he or she shall employ all employees
of the corporation, or delegate such employment to subordinate
officers, and shall have authority to discharge any person so
employed; and
(d)
He or she shall make a report to the president and directors
as often as required, setting forth the results of the operations
under his or her charge, together with suggestions looking toward
improvement and betterment of the condition of the corporation, and
shall perform such other duties as the Board of Directors may
require.
Section 4.13 Salaries.
The salaries and other compensation of the officers of the
corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any
person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in
accordance with the provisions of Section 4.03 hereof. No
officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a
director of the corporation.
Section 4.14 Surety
Bonds. In case the Board
of Directors shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sums
and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his or her
duties to the corporation, including responsibility for negligence
and for the accounting of all property, monies, or securities of
the corporation which may come into his or her
hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of
Instruments. Subject to
any limitation contained in the Articles of Incorporation or these
Bylaws, the president or any vice president or the general manager,
if any, may, in the name and on behalf of the corporation, execute
and deliver any contract or other instrument authorized in writing
by the Board of Directors. The Board of Directors may,
subject to any limitation contained in the Articles of
Incorporation or in these Bylaws, authorize in writing any officer
or agent to execute and deliver any contract or other instrument in
the name and on behalf of the corporation; any such authorization
may be general or confined to specific
instances.
Section 5.02 Loans.
No loans or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its name,
and no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or conveyed as security for the payment
of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined
to specific instances.
Section 5.03 Deposits.
All monies of the corporation not otherwise employed shall be
deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the
Board of Directors may select, or as from time to time may be
selected by any officer or agent authorized to do so by the Board
of Directors.
Section 5.04 Checks, Drafts,
Etc. All notes, drafts,
acceptances, checks, endorsements, and, subject to the provisions
of these Bylaws, evidences of indebtedness of the corporation,
shall be signed by such officer or officers or such agent or agents
of the corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to
the credit of the corporation in any of its duly authorized
depositories shall be in such manner as the Board of Directors from
time to time may determine.
Section 5.05 Bonds and
Debentures. Every bond or
debenture issued by the corporation shall be evidenced by an
appropriate instrument which shall be signed by the president or a
vice president and by the secretary and sealed with the seal of the
corporation. The seal may be a facsimile, engraved or
printed. Where such bond or debenture is authenticated with
the manual signature of an authorized officer of the corporation or
other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any
of the corporation’s officers named thereon may be a
facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, should cease
to be an officer of the corporation for any reason before the same
has been delivered by the corporation, such bond or debenture may
nevertheless be adopted by the corporation and issued and delivered
as through the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such
officer.
Section 5.06 Sale, Transfer, Etc.
of Securities. Sales,
transfers, endorsements, and assignments of stocks, bonds, and
other securities owned by or standing in the name of the
corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected
by the president, or by any vice president, together with the
secretary, or by any officer or agent thereunto authorized by the
Board of Directors.
Section 5.07 Proxies.
Proxies to vote with respect to shares of other corporations
owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the
president or any vice president and the secretary or assistant
secretary of the corporation, or by any officer or agent thereunder
authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share
Certificates. Every
holder of shares in the corporation shall be entitled to have a
certificate, signed by the president or any vice president and the
secretary or assistant secretary, and sealed with the seal (which
may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class or series of shares owned by
him or her in the corporation; provided,
however, that where such a certificate is countersigned by (a) a
transfer agent or an assistant transfer agent, or (b) registered by
a registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case
any officer who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate, shall
cease to be such officer of the corporation, for any reason, before
the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be
issued and delivered as though the person who signed it, or whose
facsimile signature or signatures shall have been used thereon, has
not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the
statutes of the state of incorporation. There shall be
entered on the share books of the corporation at the time of
issuance of each share, the number of the certificate issued, the
name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and
the date of issuance thereof. Every certificate exchanged or
returned to the corporation shall be marked “Canceled”
with the date of cancellation.
Section 6.02 Transfer of
Shares. Transfers of
shares of the corporation shall be made on the books of the
corporation by the holder of record thereof, or by his or her
attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation
or any of its transfer agents, and on surrender of the certificate
or certificates, properly endorsed or accompanied by proper
instruments of transfer, representing such shares. Except as
provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record
of any stock as the absolute owner thereof for all purposes, and
accordingly, shall not be bound to recognize any legal, equitable,
or other claim to or interest in such shares on the part of any
other person whether or not it or they shall have express or other
notice thereof.
Section 6.03 Regulations.
Subject to the provisions of this Article VI and of the
Articles of Incorporation, the Board of Directors may make such
rules and regulations as they may deem expedient concerning the
issuance, transfer, redemption, and registration of certificates
for shares of the corporation.
Section 6.04 Maintenance of Stock
Ledger at Principal Place of Business. A share book (or books where more than one
kind, class, or series of stock is outstanding) shall be kept at
the principal place of business of the corporation, or at such
other place as the Board of Directors shall determine, containing
the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on
their shares, and all transfers thereof and the number and class of
shares held by each. Such share books shall at all reasonable
hours be subject to inspection by persons entitled by law to
inspect the same.
Section 6.05 Transfer Agents and
Registrars. The Board of
Directors may appoint one or more transfer agents and one or more
registrars with respect to the certificates representing shares of
the corporation, and may require all such certificates to bear the
signature of either or both. The Board of Directors may from
time to time define the respective duties of such transfer agents
and registrars. No certificate for shares shall be valid
until countersigned by a transfer agent, if at the date appearing
thereon the corporation had a transfer agent for such shares, and
until registered by a registrar, if at such date the corporation
had a registrar for such shares.
Section 6.06 Closing of Transfer
Books and Fixing of Record Date.
(a)
The Board of Directors shall have power to close the share
books of the corporation for a period of not to exceed sixty (60)
days preceding the date of any meeting of shareholders, or the date
for payment of any dividend, or the date for the allotment of
rights, or capital shares shall go into effect, or a date in
connection with obtaining the consent of shareholders for any
purpose.
(b)
In lieu of closing the share transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding sixty
(60) days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of
capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination
of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, 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, or to give such consent.
(c)
If the share transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be
closed for, or such record date shall be, at least ten (10) days
immediately preceding such meeting.
Section 6.07 Lost or Destroyed
Certificates. The
corporation may issue a new certificate for shares of the
corporation in place of any certificate theretofore issued by it,
alleged to have been lost or destroyed, and the Board of Directors
may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the
corporation a bond in such form and amount as the Board of
Directors may direct, and with such surety or sureties as may be
satisfactory to the board, to indemnify the corporation and its
transfer agents and registrars, if any, against any claims that may
be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new certificate
may be issued without requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.
Section 6.08 No Limitation on
Voting Rights; Limitation on Dissenter’s
Rights. To the extent
permissible under the applicable law of any jurisdiction to which
the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders,
the location of offices or facilities, or any other item, the
corporation elects not to be governed by the provisions of any
statute that (i) limits, restricts, modified, suspends, terminates,
or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to
whether such shares were acquired directly from the corporation or
from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common
stock of the corporation issued and outstanding or (ii) grants to
any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the
acquisition by any person or group of persons of shares of the
corporation. In particular, to the extent
permitted under the laws of the state of incorporation, the
corporation elects not to be governed by any such provision,
including the provisions of the Nevada Control Share Acquisitions
Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised
Statutes, or any statute of similar effect or
tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How
Constituted. The Board of
Directors may designate an executive committee and such other
committees as the Board of Directors may deem appropriate, each of
which committees shall consist of two or more directors.
Members of the executive committee and of any such other
committees shall be designated annually at the annual meeting of
the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or
reconstitute the executive committee or any other committee.
Each member of the executive committee and of any other
committee shall hold office until his or her successor shall have
been designated or until his or her resignation or removal in the
manner provided in these Bylaws.
Section 7.02 Powers.
During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all
powers of the Board of Directors in the management of the business
and affairs of the corporation, except for the power to fill
vacancies in the Board of Directors or to amend these Bylaws, and
except for such powers as by law may not be delegated by the Board
of Directors to an executive committee.
Section 7.03 Proceedings.
The executive committee, and such other committees as may be
designated hereunder by the Board of Directors, may fix its own
presiding and recording officer or officers, and may meet at such
place or places, at such time or times and on such notice (or
without notice) as it shall determine from time to time. It
will keep a record of its proceedings and shall report such
proceedings to the Board of Directors at the meeting of the Board
of Directors next following.
Section 7.04 Quorum and Manner of
Acting. At all meeting of
the executive committee, and of such other committees as may be
designated hereunder by the Board of Directors, the presence of
members constituting a majority of the total authorized membership
of the committee shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the
executive committee, and of such other committees as may be
designated hereunder by the Board of Directors, shall act only as a
committee and the individual members thereof shall have no powers
as such.
Section 7.05 Resignations.
Any member of the executive committee, and of such other
committees as may be designated hereunder by the Board of
Directors, may resign at any time by delivering a written
resignation to either the president, the secretary, or assistant
secretary, or to the presiding officer of the committee of which he
or she is a member, if any shall have been appointed and shall
be in office. Unless otherwise specified herein, such
resignation shall take effect on delivery.
Section 7.06 Removal.
The Board of Directors may at any time remove any member of
the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies.
If any vacancies shall occur in the executive committee or of
any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such
vacancy, constitute the then total authorized membership of the
committee and, provided that two or more members are remaining,
continue to act. Such vacancy may be filled at any meeting of
the Board of Directors.
Section 7.08 Compensation.
The Board of Directors may allow a fixed sum and expenses of
attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active
salaried employee of the corporation for attendance at each meeting
of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification:
Third Party Actions.
The corporation shall have the power to 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 or she 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 or her in connection with any such
action, suit or proceeding, if he or she acted in good faith and in
a manner he or she 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 or her 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 or she reasonably believed to be in
or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, he or she had
reasonable cause to believe that his or her conduct was
unlawful.
Section 8.02 Indemnification:
Corporate Actions.
The corporation shall have the power to 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 or she 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 or her in connection with
the defense or settlement of such action or suit, if he or she
acted in good faith and in a manner he or she 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 a person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation, unless and only
to the extent that the court in which the action or suit was
brought shall determine on application that, despite the
adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
Section 8.03 Determination.
To the extent that a director, officer, employee, or agent of
the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter
therein, he or she shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by him or
her in connection therewith. Any other indemnification under
Sections 8.01 and 8.02 hereof, shall be made by the corporation
upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections
8.01 and 8.02 hereof. Such determination shall be made either
(i) 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 (ii) by independent legal counsel on a written
opinion; or (iii) by the shareholders by a majority vote of a
quorum of shareholders at any meeting duly called for such
purpose.
Section 8.04 General
Indemnification. The
indemnification provided by this Section shall not be deemed
exclusive of any other indemnification granted under any provision
of any statute, in the corporation’s Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or
her official capacity and as to action in another capacity while
holding such office, and shall 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 and legal representatives of such
a person.
Section 8.05 Advances.
Expenses incurred in defending a civil or criminal action,
suit, or proceeding as contemplated in this Section may be paid by
the corporation in advance of the final disposition of such action,
suit, or proceeding upon a majority vote of a quorum of the Board
of Directors and upon receipt of an undertaking by or on behalf of
the director, officers, employee, or agent to repay such amount or
amounts unless if it is ultimately determined that he or she is to
indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of
Indemnification. The
indemnification authorized by this Section shall apply to all
present and future directors, officers, employees, and agents of
the corporation and shall continue as to such persons who ceases to
be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and
administrators of all such persons and shall be in addition to all
other indemnification permitted by law.
8.07. Insurance.
The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, 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 or her and incurred by him or her in
any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against any such liability and under the laws of the
state of incorporation, as the same may hereafter be amended or
modified.
ARTICLE IX
FISCAL YEAR
The
fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The
Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and on the terms and conditions provided by the Articles of
Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All
Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment,
alteration, or repeal, and new Bylaws may be made, except
that:
(a)
No Bylaws adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board
of Directors which shall require more than a majority of the voting
shares for a quorum at a meeting of shareholders, or more than a
majority of the votes cast to constitute action by the
shareholders, except where higher percentages are required by
law; provided,
however that (i) if any Bylaw regulating an impending election of
directors is adopted or amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors, the Bylaws
so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or
repeal of this Article XI shall be made except by the
shareholders.
CERTIFICATE OF SECRETARY
The
undersigned does hereby certify that he is the secretary of
Liberated Syndication, a corporation duly organized and existing
under and by virtue of the laws of the State of Nevada; that the
above and foregoing Bylaws of said corporation were duly and
regularly adopted as such by the Board of Directors of the
corporation at a meeting of the Board of Directors, which was duly
and regularly held on the 29th day of September, 2015 and as
subsequently amended on June 19, 2017, June 24, 2019 and September
24, 2020, and that the above and foregoing Bylaws are now in full
force and effect.
DATED
THIS 24th day of September, 2020.
/s/ Brad Tirpak_______________
Brad Tirpak, Secretary