Exhibit 3.5
LIMITED LIABILITY COMPANY AGREEMENT
OF
BIG CITY RADIO-NYC, L.L.C.
This Limited Liability Company Agreement (this "Agreement") of BIG
CITY RADIO-NYC, L.L.C., is entered into as of the 18th day of December, 1997, by
BIG CITY RADIO, INC., a Delaware corporation, as member (the "Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from time
to time (6 DEL.C. Section 18-101, ET SEQ.) (the "Act"), and hereby agrees as
follows:
1. NAME. The name of the limited liability company formed hereby is
BIG CITY RADIO-NYC, L.L.C. (the "Company").
2. PURPOSE. The Company is formed for the sole object and purpose
of, and the nature of the business to be conducted and promoted by the Company
is, owning and controlling the licenses (the "Licenses") granted by the Federal
Communications Commission to the Company to operate FM broadcast radio stations
under the call signs WWXY-FM, Briarcliff Manor, New York; WWVY-FM, Hampton Bays,
New York; and WWZY-FM, Long Branch, New Jersey, and engaging in any and all
activities necessary or incidental to the foregoing.
3. REGISTERED OFFICE. The address of the registered office of the
Company in the State of Delaware is 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000.
4. REGISTERED AGENT. The name and address of the registered agent
of the Company for service of process on the Company in the State of Delaware is
Corporate Service Corporation, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. MEMBERS. The name and the business, residence or mailing
addresses of the Member is as follows:
Name Address
---- -------
Big City Radio, Inc. 00 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
6. POWERS. The business and affairs of the Company shall be managed
by the Member. The Member shall have the power and authority to do any and all
acts necessary or convenient to or for the furtherance of the purposes described
herein, including all powers and authorities, statutory or otherwise, possessed
by members of limited liability companies under the laws of the State of
Delaware. In connection with the foregoing, the Member is hereby authorized and
empowered to act through its officers and employees and other persons designated
by the Member in carrying out any and all of its powers and authorities under
this Agreement, and to delegate any and all of the powers and authorities that
the Member possesses under this Agreement to any of its officers and employees
and to any other person designated by the Member. Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxx and Xxxxxxx Xxxxxx are hereby designated as authorized persons, within
the meaning of the Act, to execute, deliver and file the certificate of
formation of the Company (and any amendments and/or restatements thereof) and
any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which
the Company may wish to conduct business. The Company may (i) acquire, hold and
dispose of interests (whether by the making of investments or otherwise and on
such terms and conditions as the Member may determine) in other entities,
including as a partner of a partnership, a member of a limited liability company
and a stockholder of a corporation, and (ii) borrow money, guarantee
indebtedness or grant liens on its assets (on such terms and conditions as the
Member may determine) in connection with its business.
7. DISSOLUTION. The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following: (a) the dissolution or
liquidation of the Member or (b) the entry of a decree of judicial dissolution
under Section 18-802 of the Act.
8. CAPITAL CONTRIBUTIONS. The Member has contributed the Licenses
to the Company. The Member has contributed no other property to the Company.
9. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company.
10. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and
losses shall be allocated in proportion to the capital contribution of the
Member.
11. DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated to the Member in the same proportion as its then capital
account balance.
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12. ASSIGNMENTS. The Member may assign in whole or in part its
limited liability company interest. An assignee of limited liability company
interest shall become a member of the Company upon satisfaction of the
conditions set forth in Section 13 of this Agreement.
13. ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional
members of the Company may be admitted to the Company with the consent of the
Member. Prior to the admission of any such additional member of the Company, the
Member shall amend this Agreement to make such changes as the Member shall
determine to reflect the fact that the Company shall have more than one member
and each additional member shall execute and deliver a counterpart of this
Agreement, as amended.
14. LIABILITY OF MEMBER. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.
15. NO CERTIFICATES OF LIMITED LIABILITY COMPANY INTERESTS. The
Company shall not issue certificates of limited liability company interest
evidencing the limited liability company interest of the Member or any
additional members in the Company. The Company shall not at any time elect that
its membership interests be treated as uncertificated securities pursuant to
Article 8-103(c) of the Uniform Commercial Code.
16. GOVERNING LAW. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
date and year first aforesaid.
BIG CITY RADIO, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and Chief Financial
Officer
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