SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
seriatim (sequentially) in New York City and Northern Virginia. If any day
fixed for a regular meeting shall be a legal holiday under the laws of the
place where the meeting is to be held, the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding business
   SECTION 7. Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the Chief Executive Officer or by
a majority of the directors, and shall be held at such place, on such date and
at such time as he or they, as applicable, shall fix.
   SECTION 8. Notice of Meetings. Notice of regular meetings of the Board or of
any adjourned meeting thereof need not be given. Notice of each special meeting
of the Board shall be given by overnight delivery service or mailed to each
director, in either case addressed to such director at such director's
residence or usual place of business, at least two days before the day on which
the meeting is to be held or shall be sent to such director at such place by
telecopy or by electronic transmission or be given personally or by telephone,
not later than the day before the meeting is to be held, but notice need not be
given to any director who shall, either before or after the meeting, submit a
waiver of such notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of notice to such director. Every
such notice shall state the time and place but need not state the purpose of
the meeting.
   SECTION 9. Rules and Regulations. The Board may adopt such rules and
regulations not inconsistent with the provisions of law, the Certificate or
these By-laws for the conduct of its meetings and management of the affairs of
the Corporation as the Board may deem proper.
   SECTION 10. Participation in Meeting by Means of Communications
Equipment. Any one or more members of the Board or any committee thereof may
participate in any meeting of the Board or of any such committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other or as otherwise
permitted by law, and such participation in a meeting shall constitute presence
in person at such meeting.
   SECTION 11. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board or any committee thereof may be taken without
a meeting if all of the members of the Board or of any such committee consent
thereto in writing or as otherwise permitted by law and, if required by law,
the writing or writings are filed with the minutes or proceedings of the Board
or of such committee.
   SECTION 12. Resignations. Any director of the Corporation may at any time
resign by giving written notice to the Board, the Chairman of the Board, the
Chief Executive Officer or the Secretary. Such resignation shall take effect at
the time specified therein or, if the time be not specified therein, upon
receipt thereof; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
   SECTION 13. Vacancies. Subject to the rights of the holders of any series of
Preferred Stock or Series Common Stock or any class or series of stock having a
preference over the Common Stock of the Corporation as to dividends or upon
dissolution, liquidation or winding up, any vacancies on the Board resulting
from death, resignation, removal or other cause shall only be filled by the
Board, and not by the stockholders, by the affirmative vote of a majority of
the remaining directors then in office, even though less than a quorum of the
Board, or by a sole remaining director, and newly created directorships
resulting from any increase in the number of directors, which increase shall be
subject to Section 15 of this Article III, shall only be filled by the Board,
or if not so filled, by the stockholders at the next annual meeting thereof or
at a special meeting called for that purpose in accordance with Section 3 of
Article II of these By-laws. Any director elected in accordance with the
preceding sentence of this Section 13 shall hold office until the next annual
meeting of the stockholders and until such director's successor shall have been
elected and qualified.
   SECTION 14. Compensation. Each director, in consideration of such person
serving as a director, shall be entitled to receive from the Corporation such
amount per annum and such fees (payable in cash or