iHeartMedia 2007 Annual Report Download - page 119

Download and view the complete annual report

Please find page 119 of the 2007 iHeartMedia annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 150

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150

conference telephone or similar communications equipment by which all persons participatin
g
in the meetin
g
can hear each other,
and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.
ARTICLE III.
DIRECTORS
Section 1. Management of the Corporation. The business and affairs of the Corporation shall be managed by its Board of
Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute or by
the Articles of Incorporation or by these By-Laws, directed or required to be exercised or done by the shareholders.
Section 2. Number and Qualifications. The Board of Directors shall consist of up to fourteen (14) members, none of whom
need be shareholders or residents of the State of Texas. The directors shall be elected at the annual meeting of the shareholders,
except as hereinafter provided and each director elected shall hold office until his successor shall be elected and shall qualify.
Section 3. Change in Number. The number of directors may be increased or decreased from time to time by the affirmative
vote of a majority of the directors at any meeting of the Board of Directors; provided that at all times the number of directors shall
be at least one and no decrease shall have the effect of shortenin
g
the term of any incumbent director. Any directorship to be filled
by reason of an increase in the number of directors shall be filled by election by a majority of the remaining directors, though less
than a quorum.
Section 4. Removal; Resignation.
(a) Removal. Any director may be removed for cause at any special meeting of shareholders by the affirmative vote of the
holders of at least two-thirds of the outstanding shares then entitled to vote at an election of directors and represented in person
or by proxy at such meeting, if notice of the intention to act upon such matter shall have been given in the notice calling such
meeting.
(b) Resignation. Any director may resign at any time by delivering his written resignation to the Secretary of the Corporation,
such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary of the Corporation or at
the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of
Directors. When one (1) or more directors shall resign from the Board of Directors, effective at a future date, a majority of the
directors then in office, includin
g
those who have so resi
g
ned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the
6