{"id":41483,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-world-wrestling-federation-entertainment-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-world-wrestling-federation-entertainment-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-world-wrestling-federation-entertainment-inc.html","title":{"rendered":"By-laws &#8211; World Wrestling Federation Entertainment Inc."},"content":{"rendered":"<pre> \n                                    BY-LAWS\n\n                                      OF\n\n                WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.\n\n                                   ARTICLE I\n\n                           MEETINGS OF STOCKHOLDERS\n\n\n     SECTION 1. Annual Meeting. A meeting of stockholders shall be held\n                --------------                                          \nannually for the election of directors and the transaction of such other\nbusiness as is related to the purpose or purposes set forth in the notice of\nmeeting on such date and at such time as may be fixed by the Board of Directors;\nor if no date and time are so fixed, at ten o'clock A.M. on the second Tuesday\nin June in each and every year, unless such day shall fall on a legal holiday,\nin which case such meeting shall be held on the next succeeding business day, at\nsuch time as may be fixed by the Board of Directors.\n\n     SECTION 2. Special Meetings. Special meetings of the stockholders for any\n                ----------------                                               \npurpose may be called by the Chairman of the Board of Directors, the President\nor the Secretary, and shall be called by the President or the Secretary at the\nwritten request of the holders of record of a majority of the outstanding shares\nof the Corporation entitled to vote at such meeting. Special meetings shall be\nheld at such time as may be fixed in the call and stated in the notices of\nmeeting or waiver thereof. At any special meeting only such business may be\ntransacted as is related to the purpose or purposes for which the meeting is\nconvened.\n\n \n     SECTION 3. Place of Meetings. Meetings of stockholders shall be held at\n                -----------------                                            \nsuch place, within or without the State of Delaware or the United States of\nAmerica, as may be fixed in the call and stated in the notice of meeting or\nwaiver thereof.\n\n     SECTION 4. Notice of Meetings; Adjourned Meetings. Notice of each meeting\n                --------------------------------------                         \nof stockholders shall be given in writing and shall state the place, date and\nhour of the meeting.  The purpose or purposes for which the meeting is called\nshall be stated in the notice of each special meeting and of each annual meeting\nat which any business other than the election of directors is to be transacted.\n\n     A copy of the notice of any meeting shall be given, personally or by mail,\nnot less than ten nor more than sixty days before the date of the meeting, to\neach stockholder entitled to vote at such meeting. If mailed, such notice is\ngiven when deposited in the United States mail, with postage thereon prepaid,\ndirected to the stockholder at his address as it appears on the record of\nstockholders.\n\n     When a meeting is adjourned for less than thirty days in any one\nadjournment, it shall not be necessary to give any notice of the adjourned\nmeeting if the time and place to which the meeting is adjourned are announced at\nthe meeting at which the adjournment is taken, and at the adjourned meeting any\nbusiness may be transacted that might have been transacted on the original date\nof the meeting. When a meeting is adjourned for thirty days or more, notice of\nthe adjourned meeting shall be given as in the case of an original meeting.\n\n     SECTION 5. Waiver of Notice. The transactions of any meeting of\n                ----------------                                     \nstockholders, however called and with whatever notice, if any, are as valid as\nthough adopted at a meeting duly held after regular call and notice, if:\n\n                                      -2-\n\n \n          (a) all the stockholders entitled to vote are present in person or by\n     proxy and no objection to holding the meeting is made by any stockholder;\n     or\n\n          (b) a quorum is present either in person or by proxy and no objection\n     to holding the meeting is made by anyone so present, and if, either before\n     or after the meeting, each of the persons entitled to vote, not present in\n     person or by proxy, signed a written waiver of notice, or a consent to the\n     holding of the meeting, or an approval of the action taken as shown by the\n     minutes thereof.\n\n     Whenever notice is required to be given to any stockholder, a written\nwaiver thereof signed by such stockholder, whether before or after the time\nthereon stated, shall be deemed equivalent to such notice. Attendance of a\nperson at a meeting of stockholders shall constitute a waiver of notice of such\nmeeting, except when such stockholder attends for the express purpose of\nobjecting, at the beginning of the meeting, to the transaction of any business\nbecause the meeting is not lawfully called or convened. Neither the business to\nbe transacted at, nor the purpose of, any meeting of stockholders need be\nspecified in any written waiver of notice thereof.\n\n     SECTION 6. Qualification of Voters. Except as may be otherwise provided in\n                -----------------------                                         \nthe Certificate of Incorporation, every stockholder of record shall be entitled\nto one vote on each matter submitted to a vote at a meeting of stockholders for\nevery share standing in his name on the record of stockholders.\n\n     SECTION 7. Quorum. At any meeting of the stockholders the presence, in\n                ------                                                      \nperson or by proxy, of the holders of a majority of the shares entitled to vote\nthereat shall constitute a quorum for the transaction of any business. When a\nquorum is once present to organize a \n\n                                      -3-\n\n \nmeeting, it is not broken by the subsequent withdrawal of any stockholders. The\nstockholders present may adjourn the meeting despite the absence of a quorum.\n\n     SECTION 8.   Proxies. Every stockholder entitled to vote at a meeting of\n                  -------                                                     \nstockholders or to express consent or dissent without a meeting may authorize\nanother person or persons to act for him by proxy. Every proxy must be executed\nby the stockholder or his attorney-in-fact. No proxy shall be valid after the\nexpiration of three years from the date thereof unless otherwise provided in the\nproxy. Every proxy shall be revocable at the pleasure of the stockholder\nexecuting it, except as otherwise provided therein and as permitted by law.\nExcept as otherwise provided in the proxy, any proxy holder may appoint in\nwriting a substitute to act in his place.\n\n     SECTION 9.   Voting. Except as otherwise required by law, directors shall\n                  ------\nbe elected by a plurality of the votes cast at a meeting of stockholders by the\nholders of shares entitled to vote in the election. Whenever any corporate\naction, other than the election of directors, is to be taken by vote of the\nstockholders at a meeting, it shall, except as otherwise required by law or the\nCertificate of Incorporation, be authorized by a majority of the votes cast\nthereat, in person or by proxy.\n\n     SECTION 10.  Action Without A Meeting. Whenever stockholders are required\n                  ------------------------                                     \nor permitted to take any action at a meeting or by vote, such action may be\ntaken without a meeting, without prior notice and without a vote, by consent in\nwriting setting forth the action so taken, signed by the holders of outstanding\nshares having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voted. Prompt notice of the taking of the\ncorporate action\n\n                                      -4-\n\n \nwithout a meeting by less than unanimous written consent shall be given to those\nstockholders who have not consented in writing.\n\n     SECTION 11.  Record Date. The Board of Directors is authorized to\n                  -----------                                          \ndesignate a day, not more than sixty days nor less than ten days prior to the\nday of holding any meeting of stockholders, as the day as of which stockholders\nentitled to notice of and to vote at such meeting shall be determined; and only\nstockholders of record on such day shall be entitled to notice or to vote at\nsuch meeting.\n\n     SECTION 12.  List of Stockholders Entitled to Vote. The officer who has\n                  -------------------------------------                      \ncharge of the stock ledger of the Corporation shall prepare and make, at least\nten days before every meeting of stockholders, a complete list of the\nstockholders entitled to vote at the meeting, arranged in alphabetical order,\nand showing the address of each stockholder and the number of shares registered\nin the name of each stockholder. Such list shall be open to the examination of\nany stockholder, for any purpose germane to the meeting, during ordinary\nbusiness hours, for a period of at least ten days prior to the meeting, either\nat the principal place of business of the Corporation or at the place where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting. The list shall also be produced and kept at the time and place of the\nmeeting during the whole time thereof, and may be inspected by any stockholder\nwho is present.\n\n     SECTION 13.  Inspectors of Election. The Chairman of any meeting of the\n                  ----------------------                                     \nstockholders may appoint one or more Inspectors of Election. Any Inspector so\nappointed to act at any meeting of the stockholders, before entering upon the\ndischarge of his duties, shall be sworn faithfully to execute the duties of an\nInspector at such meeting with strict impartiality, and according to the best of\nhis ability.\n\n                                      -5-\n\n \n                                  ARTICLE II\n\n                              BOARD OF DIRECTORS\n\n     SECTION 1. Power of Board and Qualification of Directors. The business and\n                ---------------------------------------------                   \naffairs of the Corporation shall be managed by the Board of Directors.\n\n     SECTION 2. Number of Directors. The number of directors constituting the\n                -------------------                                           \nwhole Board of Directors shall be such number not less than one nor more than\nfifteen as may be fixed from time to time by resolution adopted by the\nstockholders or by the Board.\n\n     SECTION 3. Election and Term of Directors. At each annual meeting of\n                ------------------------------                            \nstockholders, directors shall be elected to serve until the next annual meeting\nand until their respective successors are elected and qualified.\n\n     SECTION 4. Resignations. Any director of the Corporation may resign at any\n                ------------                                                    \ntime by giving written notice to the Board of Directors, the Chairman of the\nBoard, the President or the Secretary of the Corporation. Such resignation shall\ntake effect at the time specified therein; and unless otherwise specified\ntherein the acceptance of such resignation shall not be necessary to make it\neffective.\n\n     SECTION 5. Removal of Directors. Any or all of the directors may be\n                --------------------                                     \nremoved with or without cause by vote of the stockholders.\n\n     SECTION 6. Newly Created Directorships and Vacancies. Newly created\n                -----------------------------------------                \ndirectorships resulting from an increase in the number of directors or vacancies\noccurring in the Board of Directors for any reason, except the removal of\ndirectors by stockholders without cause, may be filled by vote of a majority of\nthe directors then in office, even if less than a quorum \n\n                                      -6-\n\n \nexists, or may be filled by the stockholders. Vacancies occurring as a result of\nthe removal of directors by stockholders without cause shall be filled by the\nstockholders. A director elected to fill a vacancy or a newly created\ndirectorship shall be elected to hold office until the next annual meeting of\nstockholders.\n\n     SECTION 7. Executive and Other Committees of Directors. The Board of\n                -------------------------------------------               \nDirectors, by resolution adopted by a majority of the whole Board, may designate\nfrom among its members an executive committee and other committees to serve at\nthe pleasure of the Board of Directors, each consisting of one or more\ndirectors, and each of which, to the extent provided in the resolution, shall\nhave all the authority of the Board to the full extent authorized by law,\nincluding the power or authority to declare a dividend or to authorize the\nissuance of stock. The Board of Directors may designate one or more directors as\nalternate members of any such committee, who may replace any absent member or\nmembers at any meeting of such committee.\n\n     SECTION 8. Compensation of Directors. The Board of Directors shall have\n                -------------------------                                    \nauthority to fix the compensation of directors for services in any capacity, or\nto allow a fixed sum plus expenses, if any, for attendance at meetings of the\nBoard or of committees designated thereby.\n\n     SECTION 9. Interest of Director in a Transaction. No contract or\n                -------------------------------------                 \ntransaction between the Corporation and one or more of its directors or\nofficers, or between the Corporation and any other corporation, partnership,\nassociation or other organization in which one or more of its directors or\nofficers are directors or officers, or have a financial interest, shall be void\nor voidable solely for this reason, or solely because the director or officer is\npresent at or participates in the meeting of the Board or committee thereof\nwhich authorizes the contract or transaction, or solely because his or their\nvotes are counted for such purpose, if:\n\n                                      -7-\n\n \n          (a) The material facts as to his relationship or interest and as to\n     the contract or transaction are disclosed or are known to the Board of\n     Directors or the committee, and the Board or committee in good faith\n     authorizes the contract or transaction by the affirmative votes of a\n     majority of the disinterested directors, even though the disinterested\n     directors be less than a quorum; or\n\n          (b) The material facts as to his relationship or interest and as to\n     the contract or transaction are disclosed or are known to the stockholders\n     entitled to vote thereon, and the contract or transaction is specifically\n     approved in good faith by vote of the stockholders; or\n\n          (c) The contract or transaction is fair as to the Corporation as of\n     the time it is authorized, approved or ratified, by the Board of Directors,\n     a committee thereof, or the stockholders.\n\n     Common or interested directors may be counted in determining the presence\nof a quorum at a meeting of the Board of Directors or of a committee which\nauthorized the contract or transaction.\n\n\n                                  ARTICLE III\n\n                             MEETINGS OF THE BOARD\n\n     SECTION 1. Regular Meetings. Regular meetings of the Board of Directors\n                ----------------                                             \nmay be held without notice at such times and places, within or without the State\nof Delaware or the United States of America, as may from time to time be fixed\nby the Board.\n\n                                      -8-\n\n \n     SECTION 2. Special Meetings; Notice; Waiver. Special meetings of the Board\n                --------------------------------                                \nof Directors may be held at any time and place, within or without the State of\nDelaware or the United States of America, upon the call of the Chairman of the\nBoard, the President or the Secretary, by oral, telegraphic or written notice,\nduly given or sent or mailed to each director not less than two days before such\nmeeting. Special meetings shall be called by the Chairman of the Board, the\nPresident or the Secretary on the written request of any two directors.\n\n     Notice of a special meeting need not be given to any director who submits a\nsigned waiver of notice whether before or after the meeting, or who attends the\nmeeting without protesting, prior thereto or at its commencement, the lack of\nnotice to him.\n\n     A notice, or waiver of notice, need not specify the purpose of any special\nmeeting of the Board of Directors.\n\n     SECTION 3. Quorum; Action by the Board; Adjournment. At all meetings of\n                ----------------------------------------                     \nthe Board of Directors, a majority of the whole Board shall constitute a quorum\nfor the transaction of business, except that when the number of directors\nconstituting the whole Board shall be an even number, one-half of that number\nshall constitute a quorum.\n\n     The vote of a majority of the directors present at the time of the vote, if\na quorum is present at such time, shall be the act of the Board, except as may\nbe otherwise specifically provided by law or by the Certificate of Incorporation\nor by these By-Laws.\n\n     A majority of the directors present, whether or not a quorum is present,\nmay adjourn any meeting to another time and place.\n\n                                      -9-\n\n \n     SECTION 4. Action Without a Meeting. Action taken by a majority of the\n                ------------------------                                    \ndirectors or members of a committee without a meeting is nevertheless Board or\ncommittee action if written consent to the action in question is signed by all\nthe directors or members of the committee, as the case may be, and filed with\nthe minutes of the proceedings of the Board or committee, whether done before or\nafter the action so taken.\n\n     SECTION 5. Action Taken by Conference Telephone. Members of the Board of\n                ------------------------------------                          \nDirectors or any committee of the Corporation may participate in a meeting by\nmeans of conference telephone or similar communications equipment by means of\nwhich all persons participating in the meeting can hear each other.\n\n                                  ARTICLE IV\n\n                                   OFFICERS\n\n     SECTION 1. Officers. The Board of Directors shall elect a President, a\n                --------                                                    \nSecretary and a Treasurer of the Corporation and from time to time may elect or\nappoint one or more Vice Presidents or such other officers as it may determine.\nAny two or more offices may be held by the same person.\n\n     Securities of other corporations held by the Corporation may be voted by\nany officer designated by the Board and, in the absence of any such designation,\nby the President, any Vice President, the Secretary, or the Treasurer.\n\n     The Board may require any officer to give security for the faithful\nperformance of his duties.\n\n                                     -10-\n\n \n     SECTION 2. Chairman of the Board. The Chairman of the Board, if any, shall\n                ---------------------                                           \nbe the chief executive officer of the Corporation with all of the rights and\npowers incident to that position.\n\n     SECTION 3. President. The President shall be the chief operating officer\n                ---------                                                     \nand, if there is no Chairman of the Board, the chief executive officer of the\nCorporation with all the rights and powers incident to that position.\n\n     SECTION 4. Vice President. The Vice President or Vice Presidents, if any,\n                --------------                                                 \nshall perform such duties as may be prescribed or assigned to them by the Board\nof Directors or the President. In the absence of the President, the first-\nelected Executive Vice President shall perform the duties of the President. In\nthe event of the refusal or incapacity of the President to function as such, the\nfirst-elected Executive Vice President and the other Vice Presidents, in order\nof their rank, shall so perform the duties of the President; and the order of\nrank of such other Vice Presidents shall be determined by the designated rank of\ntheir offices, or, in the absence of such designation, by seniority in the\noffice of Vice President; provided that said order or rank may be established\notherwise by action of the Board of Directors from time to time.\n\n     SECTION 5. Treasurer. The Treasurer shall perform all the duties customary\n                ---------                                                       \nto that office, and shall have the care and custody of the funds and securities\nof the Corporation. He shall at all reasonable times exhibit his books and\naccounts to any director upon application, and shall give such bond or bonds for\nthe faithful performance of his duties with such surety or sureties as the Board\nof Directors from time to time may determine.\n\n                                     -11-\n\n \n     SECTION 6. Secretary. The Secretary shall act as Secretary of and shall\n                ---------                                                    \nkeep the minutes of the meetings of the Board of Directors and of the\nStockholders, have the custody of the seal of the Corporation and perform all of\nthe other duties usual to that office.\n\n     SECTION 7. Assistant Treasurer and Assistant Secretary. Any Assistant\n                -------------------------------------------                \nTreasurer or Assistant Secretary shall perform such duties as may be prescribed\nor assigned to him by the Board of Directors, the Chairman of the Board or the\nPresident. An Assistant Treasurer shall give such bond or bonds for the faithful\nperformance of his duties with such surety or sureties as the Board of Directors\nfrom time to time may determine.\n\n     SECTION 8. Term of Office; Removal. Each officer shall hold office for\n                -----------------------                                     \nsuch term as may be prescribed by the Board and may be removed at any time by\nthe Board with or without cause. The removal of an officer without cause shall\nbe without prejudice to his contract rights, if any. The election or appointment\nof an officer shall not of itself create contract rights.\n\n     SECTION 9. Compensation. The compensation of all officers of the\n                ------------                                          \nCorporation shall be fixed by the Board of Directors.\n\n\n                                   ARTICLE V\n\n                              SHARE CERTIFICATES\n\n     SECTION 1. Form of Share Certificates. The shares of the Corporation shall\n                --------------------------                                      \nbe represented by certificates, in such form as the Board of Directors may from\ntime to time prescribe, signed by the President or any Vice President, and by\nthe Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,\nand shall be sealed with the seal of the Corporation or a facsimile thereof.\nThe signatures of the officers upon a certificate may be \n\n                                     -12-\n\n \nfacsimiles if the certificate is countersigned by a transfer agent or registered\nby a registrar other than the Corporation or its employees. In case any such\nofficer who has signed or whose facsimile signature has been placed upon a\ncertificate shall have ceased to be such officer before such certificate is\nissued, it may be issued by the Corporation with the same effect as if he were\nsuch officer at the date of issue.\n\n     SECTION 2. Lost Certificates. In case of the loss, theft, mutilation or\n                -----------------                                            \ndestruction of a stock certificate, a duplicate certificate will be issued by\nthe Corporation upon notification thereof and receipt of such proper indemnity\nas shall be prescribed by the Board of Directors.\n\n     SECTION 3. Transfer of Shares. Transfers of shares of stock shall be made\n                ------------------                                             \nupon the books of the Corporation by the registered holder in person or by duly\nauthorized attorney, upon surrender of the certificate or certificates for such\nshares properly endorsed.\n\n     SECTION 4. Registered Stockholders. Except as otherwise provided by law,\n                -----------------------                                       \nthe Corporation shall be entitled to recognize the exclusive right of a person\nregistered on its books as the owner of shares to receive dividends or other\ndistributions and to vote as such owner, and to hold such person liable for\ncalls and assessments, and shall not be bound to recognize any equitable or\nlegal claim to or interest in such share or shares on the part of any other\nperson.\n\n                                  ARTICLE VI\n\n                           MISCELLANEOUS PROVISIONS\n\n     SECTION 1. Corporate Seal.  The corporate seal shall have inscribed thereon\n                --------------                                                  \nthe name of the Corporation and such other appropriate legend as the Board of\nDirectors may from time to time determine.\n\n                                     -13-\n\n \n     SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be the\n                -----------                                                  \ntwelve months ending December 31 or such other period as may be prescribed by\nthe Board of Directors.\n\n     SECTION 3. Checks and Notes. All checks and demands for money and notes or\n                ----------------                                                \nother instruments evidencing indebtedness or obligations of the Corporation\nshall be signed by such officer or officers or other person or persons as shall\nbe thereunto authorized from time to time by the Board of Directors.\n\n                                  ARTICLE VII\n\n                                  AMENDMENTS\n\n     SECTION 1. Power to Amend. By-Laws of the Corporation may be adopted,\n                --------------                                             \namended or repealed by the Board of Directors, subject to amendment or repeal by\nthe stockholders entitled to vote thereon.\n\n                                     -14-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9573,9574],"class_list":["post-41483","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41483","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41483"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41483"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41483"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41483"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}