iHeartMedia 2007 Annual Report Download - page 128

Download and view the complete annual report

Please find page 128 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

usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer his duties shall be
performed and his powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise
determined by the Treasurer, the Chief Executive Officer, the President, the Executive Committee or the Board of Directors.
Section 13. Assistant Treasurers. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers
and perform such duties and services as shall from time to time be prescribed or delegated to him by the Treasurer, the Chief
Executive Officer, the President, the Executive Committee or the Board of Directors.
Section 14. Divisional Officers. Each division of the Corporation, if any, may have a president, secretary, treasurer or
controller and one or more vice presidents, assistant secretaries, assistant treasurers and other assistant officers. Any number of
such offices may be held by the same person. Such divisional officers will be appointed by, report to and serve at the pleasure of
the Board of Directors or the Executive Committee and such other officers that the Board of Directors or the Executive Committee
may place in authority over them. The officers of each division shall have such authority with respect to the business and affairs of
that division as may be granted from time to time by the Board of Directors or the Executive Committee, and in the regular course
of business of such division may sign contracts and other documents in the name of the division where so authorized; provided
that in no case and under no circumstances shall an officer of one division have authority to bind any other division of the
Corporation except as necessary in the pursuit of the normal and usual business of the division of which he is an officer.
Section 15. Additional Powers and Duties. In addition to the foregoing especially enumerated duties, services and powers,
the several elected and appointive officers of the Corporation shall perform such other duties and services and exercise such
further powers as may be provided by statute, the Articles of Incorporation or these By-Laws or as the Board of Directors or the
Executive Committee may from time to time determine or as may be assigned to them by any competent superior officer.
ARTICLE VIII.
STOCK AND TRANSFER OF STOCK
Section 1. Certificated and Uncertificated Shares. The shares of the Corporation shall be represented by certificates;
provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or
series of its shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of shares represented by certificates and upon request every holder of uncertificated shares shall be entitled to have
a certificate representing the number of shares registered in certificate form. Such certificates shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under
15