{"id":41498,"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-blockbuster-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-blockbuster-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-blockbuster-inc.html","title":{"rendered":"Bylaws &#8211; Blockbuster Inc."},"content":{"rendered":"<pre>\n                                   BYLAWS OF\n\n                               BLOCKBUSTER INC.\n\n                           Effective August 3, 1999\n\n\n                                   Article I\n\n                                    OFFICES\n\n     Section 1.01.  Registered Office.  The registered office and registered\n                    -----------------                                       \nagent of the corporation shall be in the City of Wilmington, County of New\nCastle, State of Delaware.\n\n     Section 1.02.  Other Offices.  The corporation may also have offices at\n                    -------------                                           \nsuch other places both within and without the State of Delaware as the board of\ndirectors may from time to time determine or the business of the corporation may\nrequire.\n\n\n                                  Article II\n\n                                 STOCKHOLDERS\n\n     Section 2.01.  Place of Meetings.  Meetings of stockholders shall be held\n                    -----------------                                         \nat such time and place, either within or without the State of Delaware, as shall\nbe designated from time to time by the board of directors.\n\n     Section 2.02.  Annual Meeting.  The annual meeting of stockholders for the\n                    --------------                                             \npurpose of electing directors and transacting such other proper business as may\ncome before the meeting shall be held on such date, at such time and at such\nplace as may be designated by the board of directors.\n\n     Section 2.03.  Special Meetings.  Unless otherwise required by law or by\n                    ----------------                                         \nthe certificate of incorporation of the corporation, as amended from time to\ntime, special meetings of stockholders, for any purpose or purposes, may be\ncalled by (i) any officer at the request of a majority of the board of\ndirectors, (ii) the chairman of the board, (iii) the chief executive officer, if\nany, or (iv) stockholders with at least a majority of the combined voting power\nof Voting Stock; provided, however, that effective on and after the Trigger Date\n                 --------  -------                                              \n(as hereinafter defined) special meetings of stockholders may only be called by\n(i) any officer at the request of a majority of our board of directors, (ii) the\nchairman of the board, or (iii) the chief executive officer, if any and,\neffective on and after the Trigger Date, any power of stockholders to call a\nspecial meeting of the stockholders is specifically denied.\n\n \n     For purposes of these bylaws:\n\n          1.  'Trigger Date' shall mean the first date on which Viacom ceases to\n     beneficially own shares representing more than 50% of the votes entitled to\n     be cast by the Voting Stock;\n\n          2.  'Voting Stock' shall mean the shares of the then outstanding\n     capital stock entitled to vote generally on the election of directors or\n     other matters submitted to a vote of the stockholders of the corporation\n     and shall exclude any class or series of capital stock only entitled to\n     vote in the event of dividend arrearages thereon, whether or not at the\n     time of determination there are any such dividend arrearages;\n\n          3.  'Viacom' shall mean Viacom Inc., a Delaware corporation, and all\n     its successors by way of merger, consolidation or sale of all or\n     substantially all of its assets; and\n\n          4.  'subsidiary' shall mean, as to any person or entity, a\n     corporation, partnership, joint venture, association or other entity in\n     which such person or entity beneficially owns (directly or indirectly) more\n     than 50% of the outstanding Voting Stock, voting power, partnership\n     interests or similar voting interests.\n\n          Section 2.04.  Notice of Meetings. (a) Unless waived, a written,\n                         ------------------  \nprinted, or typewritten notice of each annual or special meeting, stating the\ndate, hour and place and the purpose or purposes thereof shall be served upon or\nmailed to each stockholder of record entitled to vote not more than 60 days nor\nless than 10 days before any such meeting. If mailed, such notice shall be\ndirected to a stockholder at his or her address as the same appears on the\nrecords of the corporation. If a meeting is adjourned to another time or place\nand such adjournment is for 30 days or less and no new record date is fixed for\nthe adjourned meeting, no further notice as to such adjourned meeting need be\ngiven if the time and place to which it is adjourned are fixed and announced at\nsuch meeting. In the event of a transfer of shares after notice has been given\nand prior to the holding of the meeting, it shall not be necessary to serve\nnotice on the transferee. If the adjournment is for more than 30 days, or if\nafter the adjournment a new record date is fixed for the adjourned meeting, a\nnotice of the adjourned meeting shall be given to each stockholder of record\nentitled to vote at the meeting.\n\n          (b) The officer who has charge of the stock ledger of the corporation\nshall prepare and make, at least ten days before every meeting of stockholders,\na complete list of the stockholders entitled to vote at the meeting arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept open at the time and place of the meeting during the whole\ntime thereof, and may be inspected by any stockholder who is present.\n\n \n          (c) A written waiver of any such notice signed by the person entitled\nthereto, whether before or after the time stated therein, shall be deemed\nequivalent to notice.  Attendance of a person at a meeting shall constitute a\nwaiver of notice of such meeting, except when the person attends the meeting for\nthe express purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business because the meeting is not lawfully called or\nconvened.\n\n          (d) Business transacted at any special meeting of stockholders shall\nbe limited to the purposes stated in the notice.\n\n          Section 2.05.  Fixing Date for Determination of Stockholders of\n                         ------------------------------------------------ \nRecord. In order that the corporation may determine the stockholders entitled to\n------\nnotice of or to vote at any meeting of stockholders or any adjournment thereof,\nor entitled to receive payment of any dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the board of directors may fix, in advance, a record date, which record\ndate shall not precede the date upon which the resolution fixing the record date\nis adopted and which shall not be more than 60 nor less than 10 days before the\ndate of a stockholders meeting, nor more than 60 days prior to any other action.\nDetermination of stockholders entitled to notice of or to vote at a meeting of\nstockholders shall apply to any adjournment of such meeting; provided, however,\n                                                             --------  ------- \nthat the board of directors may fix a new record date for the adjourned meeting.\n\n          Section 2.06.  Organization. At each meeting of the stockholders, the\n                         ------------  \nchairman of the board, or in his absence, the chief executive officer, or, in\nhis absence, the president, or in his absence, any vice-president, or, in the\nabsence of the chairman of the board, the chief executive officer, the president\nand a vice-president, a chairman chosen by a majority in interest of the\nstockholders present in person or by proxy and entitled to vote, shall act as\nchairman, and the secretary of the corporation, or, if the secretary of the\ncorporation not be present, any assistant secretary, or if the secretary and the\nassistant secretary not be present, any person whom the chairman of the meeting\nshall appoint, shall act as secretary of the meeting.\n\n          Section 2.07.  Quorum. A stockholders' meeting duly called shall not\n                         ------  \nbe organized for the transaction of business unless a quorum is present. Except\nas otherwise expressly provided by law, the certificate of incorporation or\nthese bylaws, the presence in person or by proxy of holders of record entitling\nthem to exercise at least a majority of the combined voting power of the Voting\nStock shall constitute a quorum for such meeting. The stockholders present at a\nduly organized meeting can continue to do business until adjournment,\nnotwithstanding the withdrawal of enough stockholders to leave less than a\nquorum. If a meeting cannot be organized because a quorum has not attended, a\nmajority in voting interest of the stockholders present may adjourn, or, in the\nabsence of a decision by the majority, any officer entitled to preside at such\nmeeting may adjourn the meeting from time to time to such time (not more than 30\ndays after the previously adjourned meeting) and place as such officer may\ndetermine, without notice other than by announcement at the meeting of the time\nand place of the adjourned meeting. At any such adjourned meeting at which a\nquorum is present any business may be transacted which might have been\ntransacted at the meeting as originally called.\n\n \n          Section 2.08.  Order of Business and Procedure. The board of directors\n                         -------------------------------  \nof the corporation may adopt by resolution such rules and regulations for the\nconduct of the meeting of the stockholders as it shall deem appropriate. Except\nto the extent inconsistent with such rules and regulations as adopted by the\nboard of directors, the order of business at all meetings of the stockholders\nand all matters relating to the manner of conducting the meeting shall be\ndetermined by the chairman of the meeting. Meetings shall be conducted in a\nmanner designed to accomplish the business of the meeting in a prompt and\norderly fashion and to be fair and equitable to all stockholders, but it shall\nnot be necessary to follow any manual of parliamentary procedure.\n\n          Section 2.09.  Advance Notice of Stockholder Proposals. (a) In order\n                         ---------------------------------------  \nto properly submit any business to an annual meeting of stockholders, a\nstockholder must give timely notice in writing to the secretary of the\ncorporation. To be considered timely, a stockholder's notice must be delivered\neither in person or by United States certified mail, postage prepaid, and\nreceived at the principal executive offices of the corporation (i) not less than\n120 calendar days before the date the corporation's proxy statement was released\nto stockholders in connection with the previous year's annual meeting or such\nother time period as may be required or permitted by applicable law or (ii) if\nno annual meeting was held in the previous year or the date of the applicable\nannual meeting has been changed by more than 30 days from the date of the\nprevious year's annual meeting, not less than a reasonable time prior to the\ndate the corporation begins to print and mail its proxy materials, as determined\nby the board of directors.\n\n          (b) Nomination of persons for election to the board of directors may\nbe made by (i) the board of directors or any committee designated by the board\nof directors or (ii) by any stockholder entitled to vote for the election of\ndirectors at the applicable meeting of stockholders. However, nominations other\nthan those made by the board of directors or its designated committee must\ncomply with the procedures set forth in this Section 2.09, and no person shall\nbe eligible for election as a director unless nominated in accordance with the\nterms of this Section 2.09.\n\n          Any person nominated for election as director by the board of\ndirectors or any committee designated by the board of directors shall, upon the\nrequest of the board of directors or such committee, furnish to the secretary of\nthe corporation all such information pertaining to such person that is required\nto be set forth in a stockholder's notice of nomination.\n\n          (c) A stockholder may nominate a person or persons for election to the\nboard of directors by giving written notice to the secretary of the corporation\nin accordance with the procedures set forth in subsection (a) above.\n\n          (d) The secretary of the corporation shall deliver any stockholder\nproposals and nominations received in a timely manner for review by the board of\ndirectors or a committee designated by the board of directors.\n\n          (e) A stockholder's notice to submit business to an annual meeting of\nstockholders shall set forth (i) the name and address of the stockholder, (ii)\nthe class and number of shares of stock beneficially owned by such stockholder,\n(iii) the name in which such shares are \n\n \nregistered on the stock transfer books of the corporation, (iv) a representation\nthat the stockholder intends to appear at the meeting in person or by proxy to\nsubmit the business specified in such notice, (v) any material interest of the\nstockholder in the business to be submitted and (vi) a brief description of the\nbusiness desired to be submitted to the annual meeting, including the complete\ntext of any resolutions to be presented at the annual meeting, and the reasons\nfor conducting such business at the annual meeting. In addition, the stockholder\nmaking such proposal shall promptly provide any other information required by\nlaw or otherwise reasonably requested by the corporation.\n\n          (f) In addition to the information required above to be given by a\nstockholder who intends to submit business to a meeting of stockholders, if the\nbusiness to be submitted is the nomination of a person or persons for election\nto the board of directors then such stockholder's notice must also set forth, as\nto each person whom the stockholder proposes to nominate for election as a\ndirector, (i) the name, age, business address and, if known, residence address\nof such person, (ii) the principal occupation or employment of such person,\n(iii) the class and number of shares of stock of the corporation which are\nbeneficially owned by such person, (iv) any other information relating to such\nperson that is required to be disclosed in solicitations of proxies for election\nof directors or is otherwise required by the rules and regulations of the\nSecurities and Exchange Commission promulgated under the Exchange Act, as\namended, (v) the written consent of such person to be named in the proxy\nstatement as a nominee and to serve as a director if elected and (vi) a\ndescription of all arrangements or understandings between such stockholder and\neach nominee and any other person or persons (naming such person or persons)\npursuant to which the nomination or nominations are to be made by such\nstockholder.\n\n          (g)(i) A majority of the board of directors may reject business\nproposed by a stockholder that is not timely made or otherwise not made in\naccordance with the foregoing procedures. If a majority of the board of\ndirectors reasonably determines that the information provided in a stockholder's\nnotice does not satisfy the requirements of this Section 2.09 in any material\nrespect, then the secretary shall promptly notify such stockholder of the\ndeficiency in writing. The stockholder shall have an opportunity to cure the\ndeficiency by providing additional information to the secretary within such\nperiod of time as a majority of the board of directors shall reasonably\ndetermine, which period shall not exceed 10 days from the date such deficiency\nnotice is given to the stockholder. If the deficiency is not cured within such\nperiod, or if a majority of the board of directors reasonably determines that\nthe additional information provided by the stockholder, together with the\ninformation previously provided, does not satisfy the requirements of this\nparagraph in any material respect, then a majority of the board of directors may\nreject such stockholder's proposed business. The secretary shall notify a\nstockholder in writing whether the stockholder's proposal of new business has\nbeen made in accordance with the time and requirements of this Section 2.09.\n\n          (ii) Once business has been properly brought before the meeting in\naccordance with the foregoing procedures, nothing herein shall be deemed to\npreclude discussion by any stockholder of any such business; provided further,\n                                                             -------- ------- \nhowever, that if the stockholder bringing such matter before the meeting\n-------                                                                 \nwithdraws such matter, such matter shall no longer be properly before the\nmeeting.\n\n \n          (iii) The chairman of a meeting of stockholders may, if the facts\nwarrant, determine and declare to the meeting that business was not properly\nbrought before the meeting in accordance with the procedures prescribed in this\nSection 2.09, and if the chairman should so determine, the chairman shall so\ndeclare to the meeting and such business shall not be transacted.\n \n          (h)   So long as Viacom beneficially owns shares representing 30% or\nmore of the combined voting power of Voting Stock, nominations and shareholder\nproposals by Viacom shall not be subject to the advance notice procedures\n(including the form, content, or timing requirements contained therein) of these\nbylaws.\n\n          Section 2.10.  Voting. (a) (i) Each stockholder shall, at each meeting\n                         ------  \nof the stockholders, be entitled to vote in person or by proxy each share of the\nstock of the corporation having voting rights on the matter in question and\nwhich shall have been held by him and registered in his name on the books of the\ncorporation on the date fixed pursuant to Section 2.05 of these bylaws as the\nrecord date for the determination of stockholders entitled to notice of and to\nvote at such meeting.\n\n          (b)  Any shares of Voting Stock belonging to the corporation and any\nshares of Voting Stock belonging to any entity that is controlled by the\ncorporation shall neither be entitled to vote nor be counted for quorum\npurposes. For purposes of this subparagraph (b) 'control' shall mean holding a\nmajority of shares entitled to vote in the election of directors.\n\n          (c)  Any such voting rights may be exercised by the stockholder\nentitled thereto in person or by his proxy appointed by an instrument in\nwriting, subscribed by such stockholder or by his attorney thereunto authorized\nand delivered to the secretary of the meeting in sufficient time to permit the\nnecessary examination and tabulation thereof before the vote is taken; provided,\n                                                                       --------\nhowever, that no proxy shall be valid after the expiration of three years after\n-------                                                                        \nthe date of its execution, unless the stockholder executing it shall have\nspecified therein the length of time it is to continue in force. At any meeting\nof the stockholders all matters, except as otherwise provided by law, the\ncertificate of incorporation or these bylaws, shall be decided by the vote of a\nmajority in the combined voting power of Voting Stock interest of the\nstockholders present in person or by proxy and entitled to vote thereon, a\nquorum being present. The vote at any meeting of the stockholders on any\nquestion need not be by ballot, unless so directed by the chairman of the\nmeeting or required by the certificate of incorporation. On a vote by ballot\neach ballot shall be signed by the stockholder voting, or by his proxy, if there\nbe such proxy, and it shall state the number of shares voted.\n\n          Section 2.11.  Inspectors.  The board of directors, in advance of any\n                         ----------                                            \nmeeting of the stockholders, may appoint one or more inspectors to act at the\nmeeting.  If inspectors are not so appointed, the person presiding at the\nmeeting may appoint one or more inspectors.  If any person so appointed fails to\nappear or act, the vacancy may be filled by appointment made by the\nboard of directors in advance of the meeting or at the meeting by the person\npresiding thereat.  Each inspector, before entering upon the discharge of his\nduties, shall take and sign an oath faithfully to execute the duties of\ninspector at the meeting with strict impartiality and according to the best of\nhis ability.  The inspectors so appointed, if any, shall determine the number of\nshares outstanding, the shares represented at the meeting, the existence of a\nquorum and the \n\n \nauthenticity, validity and effect of proxies and shall receive votes, ballots,\nwaivers, releases, or consents, hear and determine all challenges and questions\narising in connection with the right to vote, count and tabulate all votes,\nballots, waivers, releases, or consents, determine and announce the results and\ndo such acts as are proper to conduct the election or vote with fairness to all\nstockholders. On request of the person presiding at the meeting, the inspectors\nshall make a report in writing of any challenge, question or matter determined\nby them and execute a certificate of any fact found by them. Any report or\ncertificate made by them shall be prima facie evidence of the facts stated and\nof the vote as certified by them.\n\n          Section 2.12.  No Stockholder Action by Written Consent. Effective on\n                         ----------------------------------------  \nor after the Trigger Date, except as otherwise provided pursuant to provisions\nof the certificate of incorporation, any action required or permitted to be\ntaken by the stockholders of the corporation must be effected at a duly called\nannual or special meeting of such holders and may not be effected by any consent\nin writing by such holders. Prior to the Trigger Date, action of the\nstockholders or any class or classes, or series thereof, may be taken by written\nconsent as permitted by law.\n\n \n                                  Article III\n\n                              BOARD OF DIRECTORS\n\n          Section 3.01.  General Powers of Board.  The powers of the corporation\n                         -----------------------                                \nshall be exercised, its business and affairs conducted, and its property\ncontrolled by or under the direction of the board of directors, except as\notherwise provided under the laws of Delaware or in the certificate of\nincorporation.\n\n          Section 3.02.  Number of Directors.  The number of directors of the\n                         -------------------                                 \ncorporation (exclusive of directors to be elected by the holders of any one or\nmore series of Preferred Stock voting separately as a class or classes) shall\nnot be less than three nor more than twelve, the exact number of directors to be\nsuch number as may be set from time to time within the limits set forth above by\nresolution adopted by affirmative vote of a majority of the whole board of\ndirectors.  As used in these bylaws, the term 'whole board' means the total\nnumber of directors which the corporation would have if there were no vacancies.\n\n          Section 3.03.  Election of Directors. The directors shall be divided\n                         ---------------------  \ninto three classes, designated Class I, Class II and Class III, as provided in\nthe certificate of incorporation.\n\n          Section 3.04.  Resignations. Any director of the corporation may\n                         ------------  \nresign at any time by giving written notice to the board of directors, the\nchairman of the board or the secretary of the corporation. Such resignation\nshall take 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 3.05.  Vacancies. In the event that any vacancy shall occur in\n                         ---------  \nthe board of directors, whether because of death, resignation, removal, newly\ncreated directorships resulting from any increase in the authorized number of\ndirectors, the failure of the stockholders to elect the whole authorized number\nof directors, or any other reason, such vacancy shall be filled by the vote of a\nmajority of the directors then in office, although less than a quorum, or by the\nsole remaining director. A director elected to fill a vacancy, other than a\nnewly created directorship, shall hold office for the unexpired term of his\npredecessor.\n\n          Section 3.06.  Removal of Directors.  Directors may be removed only as\n                         --------------------                                   \nprovided in the certificate of incorporation.\n\n          Section 3.07.  Place of Meeting, etc. The board of directors may hold\n                         ---------------------  \nany of its meetings at the principal office of the corporation or at such other\nplace or places as the board of directors (or the chairman of the board, in the\nabsence of a determination by the board of directors) may from time to time\ndesignate. Directors may participate in any regular or special meeting of the\nboard of directors by means of conference telephone or similar communications\nequipment pursuant to which all persons participating in the meeting of the\nboard of directors can hear each other and such participation shall constitute\npresence in person at such meeting.\n\n \n          Section 3.08.  Annual Meeting. A regular annual meeting of the board\n                         --------------  \nof directors shall be held each year at the same place as and immediately after\nthe annual meeting of stockholders, or at such other place and time as shall\ntheretofore have been determined by the board of directors and notice thereof\nneed not be given. At its regular annual meeting the board of directors shall\norganize itself and elect the officers of the corporation for the ensuing year,\nand may transact any other business.\n\n          Section 3.09.  Regular Meetings.  Regular meetings of the board of\n                         ----------------                                   \ndirectors may be held at such intervals at such time as shall from time to time\nbe determined by the board of directors and no notice of such regular meetings\nneed be given.\n\n          Section 3.10.  Special Meetings.  Special meetings of the board of\n                         ----------------                                   \ndirectors may be called at any time by the board of directors, by the chairman\nof the board, or by the chief executive officer, if any, to be held on such day\nand at such time as shall be specified by the person or persons calling the\nmeeting.\n\n          Section 3.11.  Notice of Meetings.  Notice of each special meeting or,\n                         ------------------                                     \nwhere required, each regular meeting, of the board of directors shall be given\nto each director either by being mailed on at least the third day prior to the\ndate of the meeting or by being telegraphed, faxed or given personally or by\ntelephone on at least 24 hours notice prior to the date of meeting.  Such notice\nshall specify the place, date and hour of the meeting and, if it is for a\nspecial meeting, the purpose or purposes for which the meeting is called.  At\nany meeting of the board of directors at which every director shall be present,\neven though without such notice, any business may be transacted.  Any acts or\nproceedings taken at a meeting of the board of directors not validly called or\nconstituted may be made valid and fully effective by ratification at a\nsubsequent meeting which shall be legally and validly called or constituted.\nNotice of any regular meeting of the board of directors need not state the\npurpose of the meeting and, at any regular meeting duly held, any business may\nbe transacted.  If the notice of a special meeting shall state as a purpose of\nthe meeting the transaction of any business that may come before the meeting,\nthen at the meeting any business may be transacted, whether or not referred to\nin the notice thereof.  A written waiver of notice of a special or regular\nmeeting, signed by the person or persons entitled to such notice, whether before\nor after the time stated therein shall be deemed the equivalent of such notice,\nand attendance of a director at a meeting shall constitute a waiver of notice of\nsuch meeting except when the director attends the meeting and prior to or at the\ncommencement of such meeting protests the lack of proper notice.\n\n          Section 3.12.  Quorum and Voting.  At all meetings of the board of\n                         -----------------                                  \ndirectors, the presence of a majority of the directors then in office shall\nconstitute a quorum for the transaction of business.  If a quorum shall not be\npresent at any meeting of the board of directors, the directors present thereat\nmay adjourn the meeting from time to time, without notice other than\nannouncement at the meeting of the time and place of the adjourned meeting,\nuntil a quorum shall be present. Except as otherwise required by law, the\ncertificate of incorporation, or these bylaws, the vote of a majority of the\ndirectors present at any meeting at which a quorum is present shall be the act\nof the board of directors.  At all meetings of the board of directors, each\ndirector shall have one vote.\n\n \n          Section 3.13.  Committees. Except as otherwise provided under the laws\n                         ----------  \nof Delaware, the board of directors may appoint one or more committees of the\nboard of directors, to consist of one or more directors of the corporation, and\nmay delegate to any such committee any of the authority of the board of\ndirectors, however conferred. Each such committee shall serve at the pleasure of\nthe board of directors, shall act only in the intervals between meetings of the\nboard of directors and shall be subject to the control and direction of the\nboard of directors. Any such committee may act by a majority of its members at a\nmeeting or by a writing or writings signed by all of its members. Any such\ncommittee shall keep written minutes of its meetings and report the same to the\nboard of directors at the next regular meeting of the board of directors.\n\n          Section 3.14.  Compensation. The board of directors may, by resolution\n                         ------------  \npassed by a majority of those in office, fix the compensation of directors for\nservice in any capacity and may fix fees for attendance at meetings and may\nauthorize the corporation to pay the traveling and other expenses of directors\nincident to their attendance at meetings, or may delegate such authority to a\ncommittee of the board of directors. No such payment shall preclude any director\nfrom serving the corporation in any other capacity and receiving compensation\ntherefor. Members of special committees may be allowed like compensation for\nattending committee meetings.\n\n          Section 3.15.  Action by Written Consent. Any action required or\n                         -------------------------  \npermitted to be taken at any meeting of the board of directors or of any\ncommittee thereof may be taken without a meeting if a written consent thereto is\nsigned by all members of the board of directors or of such committee, as the\ncase may be, and such written consent is filed with the minutes of proceedings\nof the board of directors or such committee.\n\n\n                                  Article IV\n\n                            DUTIES OF THE OFFICERS\n\n          Section 4.01.  General. The officers of the corporation shall be\n                         -------  \nelected by the board of directors and shall include a chairman of the board (who\nmust be a director), a secretary and\/or such other officers as may be from time\nto time required by the General Corporation Law of the State of Delaware (the\n'DGCL'). The board of directors, in its discretion, may also elect a chief\nexecutive officer, a president, a chief financial officer, a treasurer, and one\nor more vice-presidents, assistant secretaries, assistant treasurers and other\nofficers. Any number of offices may be held by the same person, unless otherwise\nprohibited by law or the certificate of incorporation. Vice-presidents may be\ngiven distinctive designations such as executive vice-president or senior vice-\npresident. The officers of the corporation need not be stockholders of the\ncorporation nor, except in the case of the chairman of the board, need such\nofficers be directors of the corporation.\n\n          Section 4.02.  Other Officers and Agents. The board of directors may\n                         -------------------------  \nalso elect and appoint such other officers and agents as it shall deem\nnecessary, who shall be elected and \n\n \nappointed for such terms and shall exercise such powers and perform such duties\nas may be determined from time to time by the board of directors.\n\n          Section 4.03.  Election. The board of directors, at its first meeting\n                         --------  \nheld after each annual meeting of stockholders (or action by written consent of\nstockholders in lieu of the annual meeting of stockholders, if permitted by the\ncertificate of incorporation) shall elect the officers of the corporation who\nshall hold their offices for such terms and shall exercise such powers and\nperform such duties as shall be determined from time to time by the board of\ndirectors; and all officers of the corporation shall hold office until their\nsuccessors are elected and qualified, or until their earlier death, resignation\nor removal. Any officer elected by the board of directors may be removed at any\ntime by the affirmative vote of the whole board of directors. Any vacancy\noccurring in any office of the corporation may be filled by the board of\ndirectors.\n\n          Section 4.04.  Voting Securities Owned by the Corporation.  Powers of\n                         ------------------------------------------            \nattorney, proxies, waivers of notice of meeting, consents and other instruments\nrelating to securities owned by the corporation may be executed in the name of\nand on behalf of the corporation by the chief executive officer, if any, the\npresident, if any, any vice-president, the secretary, or any other officer\nauthorized to do so by the board of directors and any such officer may, in the\nname of and on behalf of the corporation, take all such action as any such\nofficer may deem advisable to vote in person or by proxy at any meeting of\nsecurity holders of any corporation in which the corporation may own securities\nand at any such meeting shall possess and may exercise any and all rights and\npower incident to the ownership of such securities and which, as the owner\nthereof, the corporation might have exercised and possessed if present.  The\nboard of directors may, by resolution, from time to time confer like powers upon\nany other person or persons.\n\n          Section 4.05.  The Chairman of the Board. The chairman of the board\n                         -------------------------  \nshall, if present, preside at all meetings of the stockholders and of the board\nof directors and shall have such other powers and perform such other duties as\nmay from time to time be assigned to him by the board of directors. Except where\nby the law the signature of the chief executive officer or president is\nrequired, the chairman shall possess the same power as the chief executive\nofficer and the president to sign all contracts, certificates and other\ninstruments of the corporation which may be authorized by the board of\ndirectors. The chairman may sign, with the secretary, treasurer or any other\nproper officer of the corporation thereunto authorized by the board of\ndirectors, certificates for shares in the corporation.\n\n          Section 4.06.  The Chief Executive Officer. The chief executive\n                         ---------------------------  \nofficer, if any, shall have, subject to the board of directors, general and\nactive management of the business of the corporation and shall see that all\norders and resolutions of the board of directors are carried into effect, and\nshall perform such duties as are conferred upon him by these bylaws or as may\nfrom time to time be assigned to him by the chairman of the board or the board\nof directors. The chief executive officer may sign, execute and deliver in the\nname of the corporation all deeds, mortgages, bonds, leases, contracts or other\ninstruments either when specially authorized by the board of directors or when\nrequired or deemed necessary or advisable by him in the ordinary conduct of the\ncorporation's normal business, except in cases where the signing and execution\nthereof shall be expressly delegated by these bylaws to some other officer or\nagent of the corporation or shall be required by law or otherwise to be signed\nor executed by some other \n\n \nofficer or agent. The chief executive officer may cause the seal of the\ncorporation, if any, to be affixed to any instrument requiring the same. In the\nabsence or disability of the chairman of the board, the chief executive officer\nshall preside at all meetings of the stockholders and the board of directors.\nThe chief executive officer shall also perform such other duties and may\nexercise such other powers as may from time to time be assigned by the laws or\nthe board of directors.\n\n          Section 4.07.  The President. The president, if any, shall perform\n                         -------------  \nsuch duties as are conferred upon him by these bylaws or as may from time to\ntime be assigned to him by the chairman of the board, the chief executive\nofficer, if any, or the board of directors. In the absence or disability of the\nchairman of the board and the chief executive officer, if any, the president\nshall preside at all meetings of the stockholders and the board of directors.\n\n          Section 4.08.  Vice-Presidents. The vice-presidents, if any, shall\n                         ---------------      \nperform such duties as are conferred upon them by these bylaws or as may from\ntime to time be assigned to them by the board of directors, the chairman of the\nboard, the chief executive officer, if any, or the president, if any.\n\n          Section 4.09.  The Secretary. The secretary shall attend all meetings\n                         -------------  \nof the board of directors and stockholders and shall record and keep the minutes\nof all such meetings of in a book to be kept for that purpose. The secretary\nshall be the custodian of, and shall make or cause to be made the proper entries\nin, the minute book of the corporation and such other books and records as the\nboard of directors may direct. The secretary shall be the custodian of the seal\nof the corporation, if any, and shall have authority to affix the same to any\ninstrument requiring it and shall affix such seal to such contracts, instruments\nand other documents as the board of directors or any committee thereof may\ndirect. The secretary shall have such other powers and shall perform such other\nduties as may from time to time be assigned to him by the board of directors or\nthe chairman of the board.\n\n          Section 4.10.  The Treasurer.  The treasurer, if any, shall be the\n                         -------------                                      \ncustodian of all funds and securities of the corporation.  Whenever so directed\nby the board of directors, the treasurer shall render a statement of the cash\nand other accounts of the corporation, and the treasurer shall cause to be\nentered regularly in the books and records of the corporation, and to be kept\nfor such purpose, full and accurate accounts of the corporation's receipts and\ndisbursements.  The treasurer shall have such other powers and shall perform\nsuch other duties as may from time to time be assigned to him by the board of\ndirectors or the chairman of the board.\n\n          Section 4.11.  Assistant Secretaries. Assistant secretaries, if any,\n                         ---------------------  \nshall perform such duties and have such powers as from time to time may be\nassigned to them by the board of directors, the chairman of the board, the chief\nexecutive officer, if any, the president, if any, any vice-president, if any, or\nthe secretary, and in the absence of the secretary or in the event of the\nsecretary's disability or refusal to act, shall perform the duties of the\nsecretary, and when so acting, shall have all the powers of and be subject to\nall the restrictions upon the secretary.\n\n          Section 4.12.  Assistant Treasurers. Assistant treasurers, if any,\n                         --------------------  \nshall perform such duties and have such powers as from time to time may be\nassigned to them by the board of directors, the chairman of the board, the chief\nexecutive officer, if any, the president, if any, any \n\n \nvice-president, if any, or the treasurer, if any, and in the absence of the\ntreasurer or in the event of the treasurer's disability or refusal to act, shall\nperform the duties of the treasurer, and when so acting, shall have all the\npowers of and be subject to all the restrictions upon the treasurer. If required\nby the board of directors, an assistant treasurer shall give the corporation a\nbond in such sum and with such surety or sureties as shall be satisfactory to\nthe board of directors for the faithful performance of the duties of the office\nof assistant treasurer, if any, and for the restoration to the corporation, in\ncase of the assistant treasurer's death, resignation, retirement or removal from\noffice, of all books, papers, vouchers, money and other property of whatever\nkind in the assistant treasurer's possession or under the assistant treasurer's\ncontrol belonging to the corporation.\n\n          Section 4.13.  Other Officers.  Such other officers as the board of\n                         --------------                                      \ndirectors may choose, if any, shall perform such duties and have such powers as\nfrom time to time may be assigned to them by the board of directors.  The board\nof directors may delegate to any other officer of the corporation the power to\nchoose such other officers and to prescribe their respective duties and powers.\n\n \n                                   Article V\n\n               INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS\n\n          Section 5.01.  Indemnification. (a) The corporation shall indemnify\n                         ---------------      \nany person (and the heirs, executors or administrators of such person) who was\nor is a party or is threatened to be made a party to any threatened, pending, or\ncompleted action, suit or proceeding, whether civil, criminal, administrative or\ninvestigative, (other than an action by or in the right of the corporation) by\nreason of the fact that he is or was a director or officer of the corporation,\nor such director or officer is or was serving at the request of the corporation\nas a director, officer, employee, or agent of another corporation, partnership,\njoint venture, trust or other enterprise against expenses (including attorneys'\nfees), judgments, fines and amounts paid in settlement actually and reasonably\nincurred by the person in connection with such action, suit or proceeding if the\nperson acted in good faith and in a manner the person reasonably believed to be\nin or not opposed to the best interests of the corporation, and, with respect to\nany criminal action or proceeding had no reasonable cause to believe the\nperson's conduct was unlawful. The termination of any action, suit or proceeding\nby judgment, order, settlement, conviction, or upon a plea of nolo contendere or\nits equivalent, shall not, of itself, create a presumption that the person did\nnot act in good faith and in a manner which the person reasonably believed to be\nin or not opposed to the best interests of the corporation, and with respect to\nany criminal action or proceeding, had reasonable cause to believe that the\nperson's conduct was unlawful.\n\n          (b)  The corporation shall indemnify any person (and the heirs,\nexecutors or administrators of such person) who was or is a party or is\nthreatened to be made a party to any threatened, pending or completed action or\nsuit by or in the right of the corporation to procure a judgment in its favor by\nreason of the fact that the person is or was a director or officer of the\ncorporation, or such director or officer is or was serving at the request of the\ncorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against expenses\n(including attorneys' fees) actually and reasonably incurred by the person in\nconnection with the defense or settlement of such action or suit if the person\nacted in good faith and in a manner the person reasonably believed to be in or\nnot opposed to the best interests of the corporation and except that no\nindemnification shall be made in respect of any claim, issue or matter as to\nwhich such person shall have been adjudged to be liable to the corporation\nunless and only to the extent that the Court of Chancery or the court in which\nsuch action or suit was brought shall determine upon application that, despite\nthe adjudication of liability but in view of all the circumstances of the case,\nsuch person is fairly and reasonably entitled to indemnity for such expenses\nwhich the Court of Chancery or such other court shall deem proper.\n\n          (c)  The corporation may, by action of its board of directors, provide\nindemnification to such of its other employees and agents to such effect as the\nboard of directors shall determine to be appropriate and authorized by the laws\nof Delaware as they may exist from time to time.\n\n \n          (d)  To the extent that a present or former director or officer of the\ncorporation has been successful on the merits or otherwise in defense of any\naction, suit or proceeding referred to in paragraphs (a) and (b) of this Article\nV, or in defense of any claim, issue or matter therein, such director or officer\nshall be indemnified against expenses (including attorneys' fees) actually and\nreasonably incurred by such director or officer in connection therewith.\n\n          (e)  Any indemnification under paragraphs (a), (b) and (c) of this\nArticle V (unless ordered by a court) shall be made by the corporation only as\nauthorized in the specific case upon a determination that indemnification of the\nperson is proper in the circumstances because the person has met the applicable\nstandard of conduct set forth in paragraphs (a), (b) and (c) of this Article V.\nSuch determination shall be made, with respect to a person who is a director or\nofficer at the time of such determination, (1) by a majority vote of the\ndirectors who are not parties to such action, suit or proceeding, even though\nless than a quorum, or (2) by a committee of such directors designated by\nmajority vote of such directors, even though less than a quorum, or (3) if there\nare no such directors, or if such directors so direct, by independent legal\ncounsel in a written opinion, or (4) by the stockholders.\n\n          (f)  Expenses (including attorneys' fees) incurred by a director or\nofficer in defending any civil, criminal, administrative or investigative\naction, suit or proceeding may be paid by the corporation in advance of the\nfinal disposition of such action, suit or proceeding upon receipt of an\nundertaking by or on behalf of such director or officer to repay such amount if\nit shall ultimately be determined that such director or officer is not entitled\nto be indemnified by the corporation as authorized in this Article V.\n\n          (g)  The indemnification and advancement of expenses provided by, or\ngranted pursuant to, the other sections of this Article V shall not be deemed\nexclusive of any other rights to which those seeking indemnification or\nadvancement of expenses may be entitled under any law, bylaw, agreement, vote of\nstockholders or disinterested directors or otherwise, both as to action in an\nofficial capacity and as to action in another capacity while holding such\noffice.\n\n          (h)  For purposes of this Article V, references to 'the corporation'\nshall include, in addition to the resulting corporation, any constituent\ncorporation (including any constituent of a constituent) absorbed in a\nconsolidation or merger which, if its separate existence had continued, would\nhave had power and authority to indemnify its directors, officers, employees or\nagents so that any person who is or was a director, officer, employee or agent\nof such constituent corporation, or is or was serving at the request of such\nconstituent corporation as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise, shall stand\nin the same position under the provisions of this Article V with respect to the\nresulting or surviving corporation as such person would have with respect to\nsuch constituent corporation if its separate existence had continued.\n\n \n          (i)  For purposes of this Article V, references to 'other enterprises'\nshall include employee benefit plans; references to 'fines' shall include any\nexcise taxes assessed on a person with respect to an employee benefit plan; and\nreferences to 'serving at the request of the corporation' shall include any\nservice as a director, officer, employee or agent of the corporation which\nimposes duties on, or involves service by, such director, officer, employee or\nagent with respect to any employee benefit plan, its participants or\nbeneficiaries; and a person who acted in good faith and in a manner such person\nreasonably believed to be in the interest of the participants and beneficiaries\nof an employee benefit plan shall be deemed to have acted in a manner 'not\nopposed to the best interests of the corporation' as referred to in this Article\nV.\n\n          (j)  The indemnification and advancement of expenses provided by, or\ngranted pursuant to, this Article V shall, unless otherwise provided when\nauthorized or ratified, continue as to a person who has ceased to be director,\nofficer, employee or agent and shall inure to the benefit of the heirs,\nexecutors and administrators of such a person.\n\n          Section 5.02.  Insurance.  The corporation may purchase and maintain\n                         ---------                                            \ninsurance on behalf of any person who is or was a director, officer, employee or\nagent of the corporation, or is or was serving at the request of the corporation\nas a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust or other enterprise against any liability asserted against\nsuch person and incurred by such person in any such capacity, or arising out of\nsuch person's status as such, whether or not the corporation would have the\npower to indemnify such person against such liability under the provisions of\nthis Article V.\n\n          Section 5.03.  Contractual Nature. Neither any repeal or modification\n                         ------------------  \nof this Article or, to the fullest extent permitted by the laws of Delaware, any\nrepeal or modification of laws, shall be prospective only and shall not affect\nany rights or obligations then existing with respect to any state of facts then\nor theretofore existing or any action, suit or proceeding theretofore or\nthereafter brought based in whole or in part upon any such state of facts.\n\n\n                                  Article VI\n\n                        CONTRACTS AND OTHER INSTRUMENTS\n\n          Section 6.01.  Contracts. Subject to any restrictions as may be set by\n                         ---------  \nthe board of directors, an officer of the corporation elected by the board of\ndirectors may sign any note, bond, or mortgage of the corporation in furtherance\nof the corporation's ordinary business and in order to implement any action\nauthorized by these bylaws.\n\n \n                                  Article VII\n\n                           SHARES AND THEIR TRANSFER\n\n          Section 7.01.  Certificate for Shares. Every owner of one or more\n                         ----------------------  \nshares in the corporation shall be entitled to a certificate, which shall be in\nsuch form as the board of directors shall prescribe, certifying the number and\nclass of shares in the corporation owned by him. When such certificate is\ncounter-signed by an incorporated transfer agent or registrar, the signature of\nany of said officers may be facsimile, engraved, stamped or printed. The\ncertificates for the respective classes of such shares shall be numbered in the\norder in which they shall be issued and shall be signed in the name of the\ncorporation as required by the DGCL. A record shall be kept of the name of the\nperson, firm, or corporation owning the shares represented by each such\ncertificate and the number of shares represented thereby, the date thereof, and\nin case of cancellation, the date of cancellation. Every certificate surrendered\nto the corporation for exchange or transfer shall be cancelled and no new\ncertificate or certificates shall be issued in exchange for any existing\ncertificates until such existing certificates shall have been so cancelled.\n\n          Section 7.02.  Lost, Destroyed and Mutilated Certificates.  If any\n                         ------------------------------------------         \ncertificates for shares in the corporation become worn, defaced, or mutilated\nbut are still substantially intact and recognizable, the directors or authorized\nofficers, upon production and surrender thereof, shall order the same cancelled\nand shall issue a new certificate in lieu of same.  The holder of any shares in\nthe corporation shall immediately notify the corporation if a certificate\ntherefor shall be lost, destroyed, or mutilated beyond recognition, and the\ncorporation may issue a new certificate in the place of any certificate\ntheretofore issued by it which is alleged to have been lost or destroyed or\nmutilated beyond recognition, and the board of directors may, in its discretion,\nrequire the owner of the certificate which has been lost, destroyed, or\nmutilated beyond recognition, or his legal representative, to give the\ncorporation a bond in such sum as it may direct to indemnify the corporation\nagainst any claim that may be made against it on account of the alleged loss,\ndestruction, or mutilation of any such certificate.  The board of directors may,\nhowever, in its discretion, refuse to issue any such new certificate except\npursuant to legal proceedings, under the laws of Delaware in such case made and\nprovided.\n\n          Section 7.03.  Transfers of Shares. Transfers of shares in the\n                         -------------------  \ncorporation shall be made only on the books of the corporation by the registered\nholder thereof, his legal guardian, executor, or administrator, or by his\nattorney thereunto authorized by power of attorney duly executed and filed with\nthe secretary of the corporation or with a transfer agent appointed by the board\nof directors, and on surrender of the certificate or certificates for such\nshares properly endorsed or accompanied by properly executed stock powers and\nevidence of the payment of all taxes imposed upon such transfer. The person in\nwhose name shares stand on the books of the corporation shall, to the full\nextent permitted by law, be deemed the owner thereof for all purposes as regards\nthe corporation.\n\n          Section 7.04.  Regulations. The board of directors may make such rules\n                         -----------      \nand regulations as it may deem expedient, not inconsistent with these bylaws\nconcerning the issue, transfer, and registration of certificates for shares in\nthe corporation. It may appoint one or more \n\n \ntransfer agents or one or more registrars, or both, and may require all\ncertificates for shares to bear the signature of either or both.\n\n\n                                 Article VIII\n\n                                    GENERAL\n\n          Section 8.01.  Dividends.  Dividends upon the capital stock of the\n                         ---------                                          \ncorporation, subject to the requirements of the laws of Delaware and the\nprovisions of the certificate of incorporation, if any, may be declared by the\nboard of directors at any regular or special meeting of the board of directors\n(or any action by written consent in lieu thereof in accordance with Section\n3.15 of Article III hereof), and may be paid in cash, in property, or in shares\nof the corporation's capital stock.  Before payment of any dividend, there may\nbe set aside out of any funds of the corporation available for dividends such\nsum or sums as the board of directors from time to time, in its absolute\ndiscretion, deems proper as a reserve or reserves to meet contingencies, or for\nequalizing dividends, or for repairing or maintaining any property of the\ncorporation, or for any proper purpose, and the board of directors may modify or\nabolish any such reserve.\n\n          Section 8.02.  Disbursements. All checks or demands for money and\n                         -------------  \nnotes of the corporation shall be signed by such officer or officers or such\nother person or persons as the board of directors may from time to time\ndesignate.\n\n          Section 8.03.  Fiscal Year. The fiscal year of the corporation shall\n                         -----------  \nbe fixed by resolution of the board of directors.\n\n          Section 8.04.  Seal. The board of directors may provide a corporate\n                         ----  \nseal, which shall be circular and contain the name of the corporation engraved\naround the margin and the words 'corporate seal,' the year of its organization,\nand the word 'Delaware.'\n\n\n                                  Article IX\n\n                                  AMENDMENTS\n\n          Section 9.01.  Amendments.  These bylaws may be altered, amended or\n                         ----------                                          \nrepealed, in whole or in part, and new bylaws may be adopted (i) by the\naffirmative vote of stockholders with at least a majority of the combined votes\nof Voting Stock; provided, however, that any proposed alteration, amendment or\n                 --------  -------                                            \nrepeal of, or the adoption of any bylaw inconsistent with, Sections 2.03, 2.09\nand 2.12 of Article II, Sections 3.02, 3.03, 3.05 and 3.06 of Article III and\nSection 9.01 of Article IX of these bylaws or this sentence, by the stockholders\nshall require the affirmative combined vote of shares representing not less than\n75% of the combined voting power of Voting Stock; and provided further, however,\n                                                      -------- -------  ------- \nthat in the case of any such stockholder action at a meeting of stockholders,\nnotice of the proposed alteration, amendment, repeal or \n\n \nadoption of the new bylaw or bylaws must be contained in the notice of such\nmeeting, or (ii) by action of the board of directors.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9573,9574],"class_list":["post-41498","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_industries-media__rental","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\/41498","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=41498"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41498"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41498"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41498"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}