{"id":41496,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-bam-entertainment-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-bam-entertainment-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-bam-entertainment-inc.html","title":{"rendered":"Bylaws &#8211; BAM! Entertainment Inc."},"content":{"rendered":"<pre>                                     BYLAWS\n                                       OF\n                            BAY AREA MULTIMEDIA, INC.\n\n\n                                    ARTICLE I\n                                     OFFICES\n\n               Section 1. The registered office shall be in the City of Dover,\nCounty of Kent, State of Delaware.\n\n               Section 2. The corporation may also have offices at such other\nplaces both within and without the State of Delaware as the Board of Directors\nmay from time to time determine or the business of the corporation may require.\n\n                                   ARTICLE II\n                            MEETINGS OF STOCKHOLDERS\n\n               Section 1. All meetings of the stockholders for the election of\nDirectors shall be held in the City of San Jose, State of California, at such\nplace as may be fixed from time to time by the Board of Directors, or at such\nother place either within or without the State of Delaware as shall be\ndesignated from time to time by the Board of Directors and stated in the notice\nof the meeting. Meetings of stockholders for any other purpose may be held at\nsuch time and place, within or without the State of Delaware, as shall be stated\nin the notice of the meeting or in a duly executed waiver of notice thereof.\n\n               Section 2. Annual meetings of stockholders, commencing with the\nyear 2000, shall be held at such date and time as shall be designated from time\nto time by the Board of Directors and stated in the notice of the meeting, at\nwhich they shall elect by a plurality vote a Board of Directors, and transact\nsuch other business as may properly be brought before the meeting.\n\n               Section 3. Written notice of the annual meeting stating the\nplace, date and hour of the meeting shall be given to each stockholder entitled\nto vote at such meeting not fewer than ten (10) nor more than sixty (60) days\nbefore the date of the meeting.\n\n               Section 4. The officer who has charge of the stock ledger of the\ncorporation shall prepare and make, at least ten days before every meeting of\nstockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof, and may be inspected by any stockholder who is\npresent.\n\n               Section 5. Special meetings of the stockholders, for any purpose\nor purposes, unless otherwise prescribed by statute or by the certificate of\nincorporation, may be called by the President and shall be called by the\nPresident or Secretary at the request in writing of a majority of the Board of\nDirectors, or at the request in writing of stockholders owning a majority in\namount of the entire capital stock of the corporation issued and outstanding and\nentitled to vote. Such request shall state the purpose or purposes of the\nproposed meeting.\n\n               Section 6. Written notice of a special meeting stating the place,\ndate and hour of the meeting and the purpose or purposes for which the meeting\nis called, shall be given not fewer than ten (10) nor more than sixty (60) days\nbefore the date of the meeting, to each stockholder entitled to vote at such\nmeeting.\n\n               Section 7. Business transacted at any special meeting of\nstockholders shall be limited to the purposes stated in the notice.\n\n               Section 8. The holders of fifty percent (50%) of the stock issued\nand outstanding and entitled to\n\n\n\n                                       1\n   2\n\nvote thereat, present in person or represented by proxy, shall constitute a\nquorum at all meetings of the stockholders for the transaction of business\nexcept as otherwise provided by statute or by the certificate of incorporation.\nIf, however, such quorum shall not be present or represented at any meeting of\nthe stockholders, the stockholders entitled to vote thereat, present in person\nor represented by proxy, shall have power to adjourn the meeting from time to\ntime, without notice other than announcement at the meeting, until a quorum\nshall be present or represented. At such adjourned meeting at which a quorum\nshall be present or represented any business may be transacted which might have\nbeen transacted at the meeting as originally notified. If the adjournment is for\nmore than thirty days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting.\n\n               Section 9. When a quorum is present at any meeting, the vote of\nthe holders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which by express provision of the statutes or of\nthe certificate of incorporation, a different vote is required, in which case\nsuch express provision shall govern and control the decision of such question.\n\n               Section 10. Unless otherwise provided in the certificate of\nincorporation each stockholder shall at every meeting of the stockholders be\nentitled to one vote in person or by proxy for each share of the capital stock\nhaving voting power held by such stockholder, but no proxy shall be voted on\nafter three years from its date, unless the proxy provides for a longer period.\n\n               Section 11. Unless otherwise provided in the certificate of\nincorporation, any action required to be taken at any annual or special meeting\nof stockholders of the corporation, or any action which may be taken at any\nannual or special meeting of such stockholders, may be taken without a meeting,\nwithout prior notice and without a vote, if a consent in writing, setting forth\nthe action so taken, shall be signed by the holders of outstanding stock having\nnot less than the minimum number of votes that would be necessary to authorize\nor take such action at a meeting at which all shares entitled to vote thereon\nwere present and voted. Prompt notice of the taking of the corporate action\nwithout a meeting by less than unanimous written consent shall be given to those\nstockholders who have not consented in writing.\n\n\n                                   ARTICLE III\n                                    DIRECTORS\n\n\n               Section 1. The number of Directors which shall constitute the\nwhole Board shall be not less than five (5) nor more than seven (7), and the\nexact number of directors authorized shall be six (6). The number may be changed\nby resolution of the Board of Directors or by the stockholders at the annual\nmeeting of the stockholders, except as provided in Section 2 of this Article,\nand each Director elected shall hold office until his successor is elected and\nqualified. Directors need not be stockholders.\n\n               Section 2. Vacancies and new created Directorships resulting from\nany increase in the authorized number of Directors may be filled by a majority\nof the Directors then in office, though less than a quorum, or by a sole\nremaining Director, and the Directors so chosen shall hold office until the next\nannual election and until their successors are duly elected and shall qualify,\nunless sooner displaced. If there are no Directors in office, then an election\nof Directors may be held in the manner provided by statute. If, at the time of\nfilling any vacancy or any newly created Directorship, the Directors then in\noffice shall constitute less than a majority of the whole Board (as constituted\nimmediately prior to any such increase), the Court of Chancery may, upon\napplication of any stockholder or stockholders holding at least ten percent of\nthe total number of the shares at the time outstanding having the right to vote\nfor such Directors, summarily order an election to be held to fill any such\nvacancies or newly created Directorships, or to replace the Directors chosen by\nthe Directors then in office.\n\n               Section 3. The business of the corporation shall be managed by or\nunder the direction of its Board of Directors which may exercise all such powers\nof the corporation and do all such lawful acts and things as are not by statute\nor by the certificate of incorporation or by these bylaws directed or required\nto be exercised or done by the stockholders.\n\n\n\n                                       2\n   3\n\n                       MEETINGS OF THE BOARD OF DIRECTORS\n\n               Section 4. The Board of Directors of the corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware.\n\n               Section 5. The first meeting of each newly elected Board of\nDirectors shall be held at such time and place as shall be fixed by the vote of\nthe stockholders at the annual meeting and no notice of such meeting shall be\nnecessary to the newly elected Directors in order legally to constitute the\nmeeting, provided a quorum shall be present. In the event of the failure of the\nstockholders to fix the time or place of such first meeting of the newly elected\nBoard of Directors, or in the event such meeting is not held at the time and\nplace so fixed by the stockholders, the meeting may be held at such time and\nplace as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the Board of Directors, or as shall be specified in a\nwritten waiver signed by all of the Directors.\n\n               Section 6. Regular meetings of the Board of Directors may be held\nwithout notice at such time and at such place as shall from time to time be\ndetermined by the Board.\n\n               Section 7. Special meetings of the Board may be called by the\nPresident on two (2) days' notice to each Director by mail or forty-eight (48)\nhours' notice to each Director either personally or by telegram; special\nmeetings shall be called by the President or Secretary in like manner and on\nlike notice on the written request of two Directors unless the Board consists of\nonly one Director, in which case special meetings shall be called by the\nPresident or Secretary in like manner and on like notice on the written request\nof the sole Director.\n\n               Section 8. At all meetings of the Board a majority of the\nDirectors shall constitute a quorum for the transaction of business and the act\nof a majority of the Directors present at any meeting at which there is a quorum\nshall be the act of the Board of Directors, except as may be otherwise\nspecifically provided by statute or by the Certificate of Incorporation. If a\nquorum shall not be present at any meeting of the Board of Directors, the\nDirectors present thereat may adjourn the meeting from time to time, without\nnotice other than announcement at the meeting, until a quorum shall be present.\n\n               Section 9. Unless otherwise restricted by the certificate of\nincorporation of these bylaws, any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee thereof may be taken\nwithout a meeting, if all members of the Board or committee, as the case may be,\nconsent thereto in writing, and the writing or writings are filed with the\nminutes of proceedings of the Board or committee.\n\n               Section 10. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, members of the Board of Directors, or any\ncommittee designated by the Board of Directors, may participate in a meeting of\nthe Board of Directors, or any committee, by means of conference telephone or\nsimilar communications equipment by means of which all persons participating in\nthe meeting can hear each other, and such participation in a meeting shall\nconstitute presence in person at the meeting.\n\n                             COMMITTEES OF DIRECTORS\n\n               Section 11. The Board of Directors may, by resolution passed by a\nmajority of the whole Board, designate one or more committees, each committee to\nconsist of one or more of the Directors of the corporation. The Board may\ndesignate one or more Directors as alternate members of any committee, who may\nreplace any absent or disqualified member at any meeting of the committee.\n\n               In the absence of disqualification of a member of a committee,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or they constitute a quorum, may unanimously appoint\nanother member of the Board of Directors to act at the meeting in the place of\nany such absent or disqualified member.\n\n               Any such committee, to the extent provided in the resolution of\nthe Board of Directors, shall have and may exercise all the powers and authority\nof the Board of Directors in the management of the business and affairs of the\ncorporation, and may authorize the seal of the corporation to be affixed to all\npapers which may require it; but no such committee shall have the power or\nauthority in reference to amending the certificate of incorporation,\n\n\n\n                                       3\n   4\n\nadopting an agreement of merger or consolidation, recommending to the\nstockholders the sale, lease or exchange of all or substantially all of the\ncorporation's property and assets, recommending to the stockholders a\ndissolution of the corporation or a revocation of a dissolution, or amending the\nbylaws of the corporation; and, unless the resolution or the certificate of\nincorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend or to authorize the issuance of stock. Such\ncommittee or committees shall have such name or names as may be determined from\ntime to time by resolution adopted by the Board of Directors.\n\n               Section 12. Each committee shall keep regular minutes of its\nmeetings and report the same to the Board of Directors when required.\n\n                            COMPENSATION OF DIRECTORS\n\n               Section 13. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, the Board of Directors shall have the authority\nto fix the compensation of Directors. The Directors may be paid their expenses,\nif any, of attendance at each meeting of the Board of Directors and may be paid\na fixed sum for attendance at each meeting of the Board of Directors or a stated\nsalary as Director. No such payment shall preclude any Director from serving the\ncorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n                              REMOVAL OF DIRECTORS\n\n               Section 14. Unless otherwise restricted by the certificate of\nincorporation or bylaw, any Director or the entire Board of Directors may be\nremoved, with or without cause, by the holders of a majority of shares entitled\nto vote at an election of Directors.\n\n\n                                   ARTICLE IV\n                                     NOTICES\n\n\n               Section 1. Whenever, under the provisions of the statutes or of\nthe certificate of incorporation or of these bylaws, notice is required to be\ngiven to any Director or stockholder, it shall not be construed to mean personal\nnotice, but such notice may be given in writing, by mail, addressed to such\nDirector or stockholder, at his address as it appears on the records of the\ncorporation, with postage thereon prepaid, and such notice shall be deemed to be\ngiven at the time when the same shall be deposited in the United States mail.\nNotice to Directors may also be given by telegram.\n\n               Section 2. Whenever any notice is required to be given under the\nprovisions of the statutes or of the certificate of incorporation or of these\nbylaws, a waiver thereof in writing, signed by the person or persons entitled to\nsaid notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n\n                                    ARTICLE V\n                                    OFFICERS\n\n\n               Section 1. The officers of the corporation shall be chosen by the\nBoard of Directors and shall be a President, Treasurer and a Secretary. The\nBoard of Directors may elect from among its members a Chairman of the Board and\na Vice Chairman of the Board. The Board of Directors may also choose one or more\nVice-Presidents, Assistant Secretaries and Assistant Treasurers. Any number of\noffices may be held by the same person, unless the certificate of incorporation\nor these bylaws otherwise provide.\n\n               Section 2. The Board of Directors at its first meeting after each\nannual meeting of stockholders shall choose a President, a Treasurer, and a\nSecretary and may choose Vice Presidents.\n\n               Section 3. The Board of Directors may appoint such other officers\nand agents as it shall deem necessary who shall hold their offices for such\nterms and shall exercise such powers and perform such duties as shall\n\n\n\n                                       4\n   5\n\nbe determined from time to time by the Board.\n\n               Section 4. The salaries of all officers and agents of the\ncorporation shall be fixed by the Board of Directors.\n\n               Section 5. The officers of the corporation shall hold office\nuntil their successors are chosen and qualify. Any officer elected or appointed\nby the Board of Directors may be removed at any time by the affirmative vote of\na majority of the Board of Directors. Any vacancy occurring in any office of the\ncorporation shall be filled by the Board of Directors.\n\n                            THE CHAIRMAN OF THE BOARD\n\n               Section 6. The Chairman of the Board, if any, shall have and may\nexercise such powers as are, from time to time, assigned to him by the Board and\nas may be provided by law.\n\n               Section 7. The Vice Chairman of the Board, if any, shall preside\nat all meetings of the Board of Directors and of the stockholders at which he\nshall be present. He also shall serve as a spokesperson of the Corporation, have\nand may exercise such powers as are, from time to time, assigned to him by the\nBoard and as may be provided by law. The Vice Chairman shall report to the\nChairman and shall not have the unilateral authority to obligate the Corporation\nbeyond the financial limits established by the Board of Directors.\n\n                 THE CHIEF EXECUTIVE OFFICER AND VICE-PRESIDENTS\n\n               Section 8. The Chief Executive Officer shall be responsible for\nmanagement of the global operations of the Corporation. The CEO shall report\ndirectly to the Board of Directors and accepts the responsibility to carry out\nthe stated intent of a majority thereof; and in the absence of the Chairman and\nVice Chairman of the Board he shall preside at all meetings of the stockholders\nand the Board of Directors; he shall have general and active management of the\nbusiness of the corporation and shall see that all orders and resolutions of the\nBoard of Directors are carried into effect.\n\n               Section 9. He shall execute bonds, mortgages and other contracts\nrequiring a seal, under the seal of the corporation, except where required or\npermitted by law to be otherwise signed and executed and except where the\nsigning and execution thereof shall be expressly delegated by the Board of\nDirectors to some other officer or agent of the corporation.\n\n               Section 10. In the absence of the President or in the event of\nhis inability or refusal to act, the Vice-President, if any, (or in the event\nthere be more than one Vice-President, the Vice-Presidents in the order\ndesignated by the Directors, or in the absence of any designation, then in the\norder of their election) shall perform the duties of the President, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe President. The Vice-Presidents shall perform such other duties and have such\nother powers as the Board of Directors may from time to time prescribe.\n\n                      THE SECRETARY AND ASSISTANT SECRETARY\n\n               Section 11. The Secretary shall attend all meetings of the Board\nof Directors and all meetings of the stockholders and record all the proceedings\nof the meetings of the corporation and of the Board of Directors in a book to be\nkept for that purpose and shall perform like duties for the standing committees\nwhen required. He shall give, or cause to be given, notice of all meetings of\nthe stockholders and special meetings of the Board of Directors, and shall\nperform such other duties as may be prescribed by the Board of Directors or\nPresident, under whose supervision he shall be. He shall have custody of the\ncorporate seal of the corporation and he, or an Assistant Secretary, shall have\nauthority to affix the same to any instrument requiring it and when so affixed,\nit may be attested by his signature or by the signature of such Assistant\nSecretary. The Board of Directors may give general authority to any other\nofficer to affix the seal of the corporation and to attest the affixing by his\nsignature.\n\n               Section 12. The Assistant Secretary, or if there be more than\none, the assistant secretaries in the order determined by the Board of Directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the Secretary or in the event of his inability or\nrefusal to act, perform the duties and exercise\n\n\n\n                                       5\n   6\n\nthe powers of the Secretary and shall perform such other duties and have such\nother powers as the Board of Directors may from time to time prescribe.\n\n        THE CHIEF FINANCIAL OFFICER AND ASSISTANT CHIEF FINANCIAL OFFICER\n\n               Section 13. The Chief Financial Officer shall have the custody of\nthe corporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe corporation in such depositories as may be designated by the Board of\nDirectors.\n\n               Section 14. He shall disburse the funds of the corporation as may\nbe ordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the President and the Board of Directors, at\nits regular meetings, or when the Board of Directors so requires, an account of\nall his transactions as treasurer and of the financial condition of the\ncorporation.\n\n               Section 15. The Chief Financial Officer is responsible for all\naccounting and financial reporting matters for the Corporation's worldwide\noperations. The Chief Financial Officer shall report to the Corporation's Chief\nExecutive Officer on a day-to-day basis, and report to the Corporation's Board\nand Audit Committee, if any, as events dictate, but no less than quarterly. In\nthe event of a discrepancy between the instructions of the Chief Executive\nOfficer and those of the Audit Committee, the determination of the Audit\nCommittee shall prevail.\n\n               Section 16. The Chief Financial Officer shall be responsible for\nproviding preliminary consolidated financials to the Board for review prior to\nthe completion of the Auditors' report for each financial quarter. At that time,\nthe Chief Financial Officer will advise the Board of any accounting decisions\nmade by the Chief Financial Officer, or by any senior financial manager\nreporting to the Chief Financial Officer, which had a material impact on the\nfinancials reported.\n\n               Section 17. If required by the Board of Directors, he shall give\nthe corporation a bond (which shall be renewed every six years) in such sum and\nwith such surety or sureties as shall be satisfactory to the Board of Directors\nfor the faithful performance of the duties of his office and for the restoration\nto the corporation, in case of his death, resignation, retirement or removal\nfrom office, of all books, papers, vouchers, money and other property of\nwhatever kind in his possession or under his control belonging to the\ncorporation.\n\n               Section 18. The Assistant Treasurer, or if there shall be more\nthan one, the Assistant Treasurers in the order determined by the Board of\nDirectors (or if there be no such determination, then in the order of their\nelection) shall, in the absence of the treasurer or in the event of his\ninability or refusal to act, perform the duties and exercise the powers of the\nTreasurer and shall perform such other duties and have such other powers as the\nBoard of Directors may from time to time prescribe.\n\n                                   ARTICLE VI\n                              CERTIFICATE OF STOCK\n\n               Section 1. Every holder of stock in the corporation shall be\nentitled to have a certificate, signed by, or in the name of the corporation by,\nthe Chairman or Vice-Chairman of the Board of Directors, or the President or a\nVice-President and the Treasurer or an Assistant Treasurer, or the Secretary or\nan Assistant Secretary of the corporation, certifying the number of shares owned\nby him in the corporation.\n\n               Certificates may be issued for partly paid shares and in such\ncase upon the face or back of the certificates issued to represent any such\npartly paid shares, the total amount of the consideration to be paid therefor,\nand the amount paid thereon shall be specified.\n\n               If the corporation shall be authorized to issue more than one\nclass of stock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualification, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the Certificate which the corporation shall\nissue to represent such class or series of stock, provided that, except as\notherwise provided in section 202 of the General Corporation Law of Delaware, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate\n\n\n\n                                       6\n   7\n\nwhich the corporation shall issue to represent such class or series of stock, a\nstatement that the corporation will furnish without charge to each stockholder\nwho so requests the powers, designations, preferences and relative,\nparticipating, optional or other special rights of each class of stock or series\nthereof and the qualifications, limitations or restrictions of such preferences\nand\/or rights.\n\n               Section 2. Any of or all the signatures on the certificate may be\nfacsimile. In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate shall have ceased\nto be such officer, transfer agent or registrar before such certificate is\nissued, it may be issued by the corporation with the same effect as if he were\nsuch officer, transfer agent or registrar at the date of issue.\n\n\n                                LOST CERTIFICATES\n\n               Section 3. The Board of Directors may direct a new certificate or\ncertificates to be issued in place of any certificate or certificates\ntheretofore issued by the corporation alleged to have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\nlegal representative, to advertise the same in such manner as it shall require\nand\/or to give the corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n                               TRANSFER OF STOCK\n\n               Section 4. Upon surrender to the corporation or the transfer\nagent of the corporation of a certificate for shares duly endorsed or\naccompanied by proper evidence of succession, assignation or authority to\ntransfer, it shall be the duty of the corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate and record the\ntransaction upon its books.\n\n                               FIXING RECORD DATE\n\n               Section 5. In order that the corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholder or\nany adjournment thereof, or to express consent to corporate action in writing\nwithout a meeting, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action, the Board of Directors may fix, in advance, a record date,\nwhich shall not be more than sixty nor less than ten days before the date of\nsuch meeting, nor more than sixty days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n                             REGISTERED STOCKHOLDERS\n\n               Section 6. The corporation shall be entitled to recognize the\nexclusive right of a person registered on its books as the owner of shares to\nreceive dividends, and to vote as such owner, and to hold liable for calls and\nassessments a person registered on its books as the owner of shares and shall\nnot be bound to recognize any equitable or other claim to or interest in such\nshare or shares on the part of any other person, whether or not it shall have\nexpress or other notice thereof, except as otherwise provided by the laws of\nDelaware.\n\n                                   ARTICLE VII\n                               GENERAL PROVISIONS\n                                    DIVIDENDS\n\n\n               Section 1. Dividends upon the capital stock of the corporation,\nsubject to the provisions of the certificate of incorporation, if any, may be\ndeclared by the Board of Directors at any regular or special meeting, pursuant\nto law. Dividends may be paid in cash, in property, or in shares of the capital\nstock, subject to the\n\n\n\n                                       7\n   8\n\nprovisions of the certificate of incorporation.\n\n               Section 2. Before payment of any dividend, there may be set aside\nout of any funds of the corporation available for dividends such sum or sums as\nthe Directors from time to time, in their absolute discretion, think proper as a\nreserve or reserves to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the corporation, or for such other\npurposes as the Directors shall think conducive to the interest of the\ncorporation, and the Directors may modify or abolish any such reserve in the\nmanner in which it was created.\n\n                                     CHECKS\n\n               Section 3. All checks or demands for money and notes of the\ncorporation shall be signed by such officer or officers or such other person or\npersons as the Board of Directors may from time to time designate.\n\n                                   FISCAL YEAR\n\n               Section 4. The fiscal year of the corporation shall be fixed by\nresolution of the Board of Directors.\n\nSEAL\n\n               Section 5. The Board of Directors may adopt a corporate seal\nhaving inscribed thereon the name of the corporation, the year of its\norganization and the words \"Corporate Seal, Delaware\". The seal may be used by\ncausing it or a facsimile thereof to be impressed or affixed or reproduced or\notherwise.\n\n\n\n                                       8\n   9\n\n                                 INDEMNIFICATION\n\n               Section 6. The corporation shall, to the fullest extent\nauthorized under the laws of the State of Delaware, as those laws may be amended\nand supplemented from time to time, indemnify any Director made, or threatened\nto be made, a party to an action or proceeding, whether criminal, civil,\nadministrative or investigative, by reason of being a Director of the\ncorporation or a predecessor corporation or, at the corporation's request, a\nDirector or officer of another corporation, provided, however, that the\ncorporation shall indemnify any such agent in connection with a proceeding\ninitiated by such agent only if such proceeding was authorized by the Board of\nDirectors of the corporation. The indemnification provided for in this Section 6\nshall: (i) not be deemed exclusive of any other rights to which those\nindemnified may be entitled under any bylaw, agreement or vote of stockholders\nor disinterested Directors or otherwise, both as to action in their official\ncapacities and as to action in another capacity while holding such office, (ii)\ncontinue as to a person who has ceased to be a Director, and (iii) inure to the\nbenefit of the heirs, executors and administrators of such a person. The\ncorporation's obligation to provide indemnification under this Section 6 shall\nbe offset to the extent of any other source of indemnification or any otherwise\napplicable insurance coverage under a policy maintained by the corporation or\nany other person.\n\n               Expenses incurred by a Director of the corporation in defending a\ncivil or criminal action, suit or proceeding by reason of the fact that he is or\nwas a Director of the corporation (or was serving at the corporation's request\nas a Director or officer of another corporation) shall be paid by the\ncorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking by or on behalf of such Director to\nrepay such amount if it shall ultimately be determined that he is not entitled\nto be indemnified by the corporation as authorized by relevant sections of the\nGeneral Corporation Law of Delaware. Notwithstanding the foregoing, the\ncorporation shall not be required to advance such expenses to an agent who is a\nparty to an action, suit or proceeding brought by the corporation and approved\nby a majority of the Board of Directors of the corporation which alleges willful\nmisappropriation of corporate assets by such agent, disclosure of confidential\ninformation in violation of such agent's fiduciary or contractual obligations to\nthe corporation or any other willful and deliberate breach in bad faith of such\nagent's duty to the corporation or its stockholders.\n\n               The foregoing provisions of this Section 6 shall be deemed to be\na contract between the corporation and each Director who serves in such capacity\nat any time while this bylaw is in effect, and any repeal or modification\nthereof shall not affect any rights or obligations then existing with respect to\nany state of facts then or theretofore existing or any action, suit or\nproceeding theretofore or thereafter brought based in whole or in part upon any\nsuch state of facts.\n\n               The Board of Directors in its discretion shall have power on\nbehalf of the corporation to indemnify any person, other than a Director, made a\nparty to any action, suit or proceeding by reason of the fact that he, his\ntestator or intestate, is or was an officer or employee of the corporation.\n\n               To assure indemnification under this Section 6 of all Directors,\nofficers and employees who are determined by the corporation or otherwise to be\nor to have been \"fiduciaries\" of any employee benefit plan of the corporation\nwhich may exist from time to time, Section 145 of the General Corporation Law of\nDelaware shall, for the purposes of this Section 6, be interpreted as follows:\nan \"other enterprise\" shall be deemed to include such an employee benefit plan,\nincluding without limitation, any plan of the corporation which is governed by\nthe Act of Congress entitled \"Employee Retirement Income Security Act of 1974,\"\nas amended from time to time; the corporation shall be deemed to have requested\na person to serve an employee benefit plan where the performance by such person\nof his duties to the corporation also imposes duties on, or otherwise involves\nservices by, such person to the plan or participants or beneficiaries of the\nplan; excise taxes assessed on a person with respect to an employee benefit plan\npursuant to such Act of Congress shall be deemed \"fines.\"\n\n                                  ARTICLE VIII\n                                   AMENDMENTS\n\n\n               Section 1. These bylaws may be altered, amended or repealed or\nnew bylaws may be adopted by the stockholders or by the Board of Directors, when\nsuch power is conferred upon the Board of Directors by the certificate of\nincorporation at any regular meeting of the stockholders or of the Board of\nDirectors or at any special meeting of the stockholders or of the Board of\nDirectors if notice of such alteration, amendment, repeal or adoption of new\nbylaws be contained in the notice of such special meeting. If the power to\nadopt, amend or repeal bylaws is\n\n\n\n                                       9\n   10\n\nconferred upon the Board of Directors by the certificate or incorporation it\nshall not divest or limit the power of the stockholders to adopt, amend or\nrepeal bylaws.\n\n\n\n                                       10\n   11\n\n                          CERTIFICATE OF THE SECRETARY\n\n        OF\n\n        BAY AREA MULTIMEDIA, INC.\n\n\n        I, the undersigned, certify that:\n\n        1. I am the duly elected and acting secretary of Bay Area Multimedia,\nInc., a Delaware corporation (the \"Corporation\").\n\n        2. The above bylaws, consisting of 10 pages (not including this page),\nare the bylaws of this corporation as adopted by the incorporator of the\nCorporation on _______________ 2000.\n\n        IN WITNESS WHEREOF, I have subscribed my name on _____________, 2000.\n\n\n\n                                        ----------------------------------------\n                                        George M. Sundheim, III, Secretary\n\n\n\n                                       11\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6843],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41496","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bam-entertainment-inc","corporate_contracts_industries-technology__software","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\/41496","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=41496"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41496"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41496"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41496"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}