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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 Section 2.The corporation may also have offices at such other places, both
within and without the State of 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
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, 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.
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