BROADCAST CABLE CREDIT ASSOCIATION, INC.

 

INCORPORATED IN ILLINOIS AS A

FOR‑PROFIT CORPORATION

MARCH 17, 1988

 

 

BCCA BY‑LAWS

(Revised February 19, 2004)

 

ARTICLE I:   OFFICES

 

Section 1.      The registered office of the corporation shall be located in the State of Illinois.

 

Section 2.The corporation may also have offices at such other places, both within and without the State of Illinois, as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II:   MEETINGS OF SOLE STOCKHOLDER

 

Section 1.      Place and Time of Meetings.  The sole stockholder shall elect directors at its annual meeting.  The date, time and place of the annual meeting shall be determined by resolution of the board of directors of the sole stockholder.  Special meetings of the sole stockholder for any other purpose may be held at such time and place, within or without the State of Illinois, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.      Notice.  Written or printed notice of every annual or special meeting of the sole stockholder by mail, fax, or email, stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given as provided under state law .

 

Section 3.      Informal Action.  Whenever the vote of the sole stockholder at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the sole stockholder may be dispensed with if the sole stockholder shall consent in writing to such corporate action being taken.   Any action taken pursuant to the written consent of the sole stockholder, as provided for in the preceding sentence, shall have the same force and effect as if taken by the sole stockholder at a meeting thereof.

 

ARTICLE III:  DIRECTORS

 

Section 1.      Number, Election and Term of Office.  There shall be five members of the board of directors, including the chairman, president and secretary of the sole stockholder and two other individuals who can be, but need not be, members of the board of directors of the sole stockholder.  Directors shall be elected at the annual meeting of the sole stockholder, except as provided by Article III, Section 3.  Each director shall hold office for the term for which the individual has been elected unless a vacancy results.  Any director failing to attend two consecutive board meetings, or two meetings in any fiscal year, without reason sufficiently acceptable to the executive committee, shall be deemed to have resigned from the board and such vacancy shall be filled in accordance with these by-laws.

 

Section 2.      Advisory Board.  The sole stockholder may elect any number of individuals to an advisory board, at its sole discretion, and such individuals shall act on such matters as are referred to them by the board of directors of the corporation; provided, however, that such individuals shall not be considered members of the corporation’s board of directors.  Any and all such individuals may be removed from the advisory board or replaced at the discretion of the sole stockholder.

 

Section 3.      Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the sole stockholder, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced.

 

Section 4.      Quorum.  At all meetings of the board of directors, a majority of directors shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  ­If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 5.      Place and Time of Meetings.  The annual meeting of each newly elected board of directors shall be held at such time and place as is specified by the sole stockholder.

 

Section 6.      Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.  Special meetings of the board of directors may be called by the chairman of the board or by the secretary on 24 hours notice to each director, either personally, by telephone, by mail, or by email; in like manner and on like notice the chairman of the board must call a special meeting on the written request of three directors.

 

Section 7.      Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist  of one or more of the directors of the corporation, which to the extent provided in the resolution shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require the same.

 

 

Section 8.      Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meeting as provided by such rules, except as may otherwise be provided by the resolution of the board of directors designating such committee, but in all cases the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum.  In the event that a member of such committee is absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

 

Section 9.      Informal Action.  Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken with­out a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

 

Section 10.  Compensation.  At the discretion of the board of directors, and with the consent of the sole stockholder, the directors may be paid for expenses 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.  No other compensation shall be paid for service as a director.  But directors are not prohibited from serving the corporation in any other capacity and receiving compensation therefor.

 

ARTICLE IV:   OFFICERS

 

Section 1.      Number.  The officers of the corporation shall be a chairman of the board of directors, a vice-chairman, a president, a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article.  The sole stockholder, by resolution, may create the offices of one or more assistant treasurers and assistant secretaries, all of whom shall be elected by the sole stockholder.  Any two or more offices may be held by the same person.  In its discretion, the sole stockholder may leave unfilled for any period as it may deem advisable any office except the office of chairman, secretary and treasurer.

 

Section 2.      Election and Term of Office.  Except as provided by Article IV, Section 6, the officers of the corporation shall be elected annually by the sole stockholder to hold office until their successors are chosen and qualified.  Any officer may be removed at any time by the sole stockholder.  Any vacancy occurring in any office of the corporation may be filled by the sole stockholder.

 

Section 3.      Compensation.  Salaries of all offi­cers, if any, shall be fixed by the board of directors.

 

Section 4.      Chairman of the Board of Directors.  The chairman of the board of directors shall be the chief policy making officer of the corporation.  The chairman of the board of directors shall preside at all meetings of the board of directors of the corporation.  He/she shall be ex‑officio a member of all standing committees.  In the absence of the president or in the event of his/her inability to act, the chairman of the board of directors shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

 

Section 5.      President.  The president shall be the chief executive officer of the corporation.   He/she  may sign and execute all instruments in the name of the corporation.  Subject to the control of the board of directors, he/she shall have general and active management of the business of the corporation and shall have supervisory power and authority over the appointment or employment, functions, duties, removal or discharge of all other employees and agents of the corporation.   He/she shall measure and evaluate the success of the corporation and its officers and employees in meeting the objectives and maintaining the policies of the corporation and shall present her/his findings and recommendations to the board of directors, or the chairman of the board as he/she shall determine.  He/she shall be ex‑officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of  the president of a corporation.

 

Section 6.      The Vice‑Chairman.  In the absence of the chairman of the board of directors or in the event of his/her inability to act, the vice-chairman shall perform the duties of the chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman.   He/she shall perform such other duties and have such other powers as from time to time may be assigned or granted to him/her by the chairman or by the board of directors.  Annually, at the expiration of the chairman’s term of office, the vice-chairman shall automatically assume the office of chairman, and a new vice-chairman shall be elected by the sole stockholder.

 

Section 7.      The Treasurer.  If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the board of directors shall determine.   He/she shall:  (a) be responsible for all funds and securities of the corporation; have access to receipts for moneys due and payable to the corporation from any source whatsoever, and be informed of all deposits of moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by‑laws; (b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the chairman or by the board of directors.

 

Section 8.      The Secretary.  The secretary shall:  (a) see that the minutes of the stockholder’s meetings and the minutes of the board of directors' meetings are maintained and recorded; (b) see that all notices are duly given in accordance with the provisions of these by‑laws or as required by law; (c) see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by‑laws; (d) see that the corporate office maintains a register of the post‑office address of the stockholder which shall be furnished to the secretary by such stockholder; (e) sign with the president, ­certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the chairman or by the board of directors.

 

Section 9.      Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by­-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

 

ARTICLE V:    INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

 

           (a)      The corporation shall 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 (other than an action or suit by or in the right of the corporation) or proceeding, whether civil, criminal, administrative, or investigative in nature, by reason of the fact that he/she is or was a director or officer of the corporation or is or was a director or officer of the corporation, or is or was serving at the request of the cor­poration as a director or officer of another corporation, 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/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/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/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/she reason­ably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

 

           (b)      The corporation shall 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/she is or was a director or officer of the corporation, or is or was serving at the request of  the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

           (c)      To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any actual action, suit or proceeding referred to in paragraphs (a) and (b) of this Article V or in defense of any claim, issue or matter therein, he/she shall be in­demnified against that portion of his/her expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with such claim, issue or matter.

 

           (d)      Any indemnification under paragraphs (a) and (b) of this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Article V.  Such determination shall be made (1) by the board of directors by a majority vote of a disinterested quorum or (2) if such quorum is not obtainable, or even where such a quorum is obtainable if that quorum so directs, by the written opinion of independent legal counsel selected by the board of directors in good faith, or (3) by a majority of a quorum of disinterested stockholders.

 

           (e)      Expenses incurred in defending a civil or criminal action or suit, or in the course of a proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in paragraph (d) of this Article V, upon receipt of an under­taking by or on behalf of the director or officer to repay such amount to the extent it is finally determined that he/she is not entitled to be fully indemnified by the corporation.

 

           (f)       The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which a person may be entitled under any by‑laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in her/his 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 or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

           (g)      The corporation may indemnify any person not a current or former officer or a director for liability incurred in his/her capacity as employee, attorney or agent of the corporation whenever the board of directors deems it equitable or desirable that such indemnification be made.

 

ARTICLE VI:   CERTIFICATES OF STOCK

 

Section 1.      Form.  Every holder of stock in the corporation shall be entitled to have a certification, signed by, or in the name of the corporation by, the chairman or vice‑chairman of the board of directors or the president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned in the corpora­tion.  Where a certificate is signed (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corpora­tion or its employee, the signature of any such chairman or vice‑chairman of the board of directors, president, treasurer, assistant treasurer, secretary, or assistant secretary may be facsimile.  In case any officer­ or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

 

Section 2.      Lost 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 making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s 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 3.      Transfers of Shares.  Transfers of shares of the company shall be made on the books of the company only by the holder of record thereof or by his/her legal representative, who shall furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the company, and on surrender for cancellation of the certification for such shares.

 

Section 4.      Only Holder of Record Entitled To Recognition.  The company shall be entitled to treat the holder of record of any share or shares as the owner thereof for all purposes and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

ARTICLE VII:  Contracts, Loans, Checks and Deposits

 

Section 1.      Contracts.  Contracts, bonds and other written documents of the company shall be executed as the board of directors may from time to time direct.  In the absence of specific directions by the board, the officers of the company shall duly execute all necessary contracts, bonds, notes and other papers properly coming within the scope of their respective powers and duties.  When the execution of any contract, bond or other written obligation of the company has been authorized by the board of directors without specification of the executing officers, the president may execute the same in the name of and on behalf of the company and the secretary or any assistant secretary may affix the corporate seal thereto.

 

Section 2.      Loans, Checks and Deposits.  No loans shall be contracted on behalf of the company except for current expenses, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.  The funds of the company shall be deposited to its credit in such bank or trust companies as the board of directors may from time to time designate, and the board of directors shall also designate the officers and employees who shall sign the checks.

 

ARTICLE VIII:  Fiscal Year

 

The fiscal year of the company shall begin the first day of October in each year and end on the last day of September  in each year.

 

ARTICLE IX :   Waiver of Notice

 

Whenever any notice whatever is required to be given by statute, the Articles of Incorporation of the company, these by‑laws or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE X:     Seal                                                  

 

The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the company and the words "Corporate Seal, Illinois."

 

ARTICLE XI:    Amendments

 

These by‑laws may be altered, amended or repealed and new by‑laws may be adopted by the board of directors at any meeting thereof.