LIMITED LIABILITY COMPANY AGREEMENT OF WLBB Broadcasting, LLC
Exhibit 3.76
THE
UNDERSIGNED is executing this Limited Liability Company Agreement
(this “Agreement”) for
the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of
the Delaware Limited Liability Company Act (6 Del. C.
§§18-101, et seq.) (the “Act”),
and do hereby certify and agree as follows:
1. Name. The name of the Company shall WLBB Broadcasting,
LLC, or such other name as the Managing Member may from time to time
hereafter designate.
2. Definitions. In addition to terms otherwise defined herein, the
following terms are used herein as defined below:
“Managing Member” means LIN Television Corporation, a Delaware corporation
(“LIN”), and all other persons or entities admitted as additional or
substitute Managing Members pursuant to this Agreement, so long as they
remain Managing Members.
“Non-Managing Members” means all persons or entities admitted as
additional or substitute Non-Managing Members pursuant to this Agreement,
so long as they remain Non-Managing Members and are so listed on Schedule
A, if any.
“Members” means those persons or entities who from time to time are the
Managing Member and the Non-Managing Members, if any.
3. Purpose. The purpose of the Company shall be, directly or
indirectly through subsidiaries or affiliates, to serve as the entity designated
to own and/or operate certain television broadcast stations and to engage in
any lawful act or activity which limited liability corporations may be
organized under the Delaware General Corporation Law.
4. Offices.
(a) The principal place of business and office of the Company
shall be located at, and the Company’s business shall be conducted from,
such place or places as the Managing Member may from time to time
designate to the Non-Managing Members.
(b) The registered office of the Company in the State of
Delaware shall be located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name and address of the registered agent of
the Company for service of process on the Company in the State of
Delaware shall be The Corporation Service Company.
5. Members. The name and business or residence address of each
Member of the Company is set forth on Schedule A attached hereto.
6. Term. The term of the Company commenced on the date of
filing of the Certificate of Formation of the Company in accordance with the
Act and shall continue until dissolution of the Company in accordance with
Section 15 of this Agreement.
7. Management
of the Company.
(a) The Managing Member shall have the exclusive right to manage the business of the Company,
and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry
out the purposes and business of the Company and, in general, all powers permitted to be exercised
by a managing member under the Act, including, without
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limitation, the power to (i) open, maintain and close bank accounts and to take all actions
it deems necessary or advisable for the administration of such accounts, (ii) appoint and designate
the responsibilities of such officers of the Company from time to time as the Managing Member deems
necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or
entities for the transaction of the business of the Company or the performance of services for or
on behalf of the Company; and the Managing Member may delegate to any such person or entity
described in subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing
Member may from time to time deem appropriate.
(b) No Non-Managing Member, in his status as such, shall have the right to take part in the
management or control of the business of the Company or to act for or bind the Company or
otherwise to transact any business on behalf of the Company.
8. Liability
of Members; Indemnification.
(a) Neither a Member (including the Managing Member)
nor any officer, employee or agent of the Company (including a person
having more than one such capacity) shall be personally liable for any
expenses, liabilities, debts or obligations of the Company solely by reason of
acting in such capacity except as provided in the Act.
(b) To the fullest extent permitted by law, the Company
shall indemnify and hold harmless the Managing Member, each Member and
any officer, employee or agent of the Company from and against any and all
losses, claims, damages, liabilities or expenses of whatever nature (each a
“Claim”), as incurred, arising out or of relating to the management or
business of the Company; provided that such indemnification shall not apply
to any such person if a court of competent jurisdiction has made a final
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determination that such Claim resulted directly from the gross negligence, bad faith or willful
misconduct of such person.
9. Capital Contributions. Members shall make capital
contributions to the Company in such amounts and at such times as they
shall mutually agree.
10. Assignments of Membership Interest.
(a) No Non-Managing Member may sell, assign, pledge or
otherwise transfer or encumber (collectively “transfer”) all or any part of his
interest in the Company, nor shall any Non-Managing Member have the
power to substitute a transferee in his place as a substitute Non-Managing
Member, without, in either event, having obtained the prior written consent
of the Managing Member, which consent may be given or withheld in its sole
discretion.
(b) The Managing Member may not transfer all or any part
of its interest in the Company, nor shall the Managing Member have the
power to substitute a transferee in its place as a substitute Managing
Member, without, in either event, having obtained the consent of all of the
Non-Managing Members.
11. Withdrawal. No Non-Managing Member shall have the right to
withdraw from the Company except with the consent of the Managing
Member and upon such terms and conditions as may be specifically agreed
upon between the Managing Member and the withdrawing Non-Managing
Member. The provisions hereof with respect to distributions upon
withdrawal are exclusive and no Non-Managing Member shall be entitled to
claim any further or different distribution upon withdrawal under Section
18-604 of the Act or otherwise.
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12. Additional Members. The Managing Member shall have the
right to admit additional Non-Managing Members upon such terms and
conditions, at such time or times, and for such capital contributions as shall
be determined by the Managing Member; and in connection with any such
admission, the Managing Member shall have the right to amend Schedule A
hereof to reflect the name, address and capital contribution of the admitted
Non-Managing Member.
13. Allocations and Distributions. Distributions of cash or other
assets of the Company shall be made at such times and in such amounts as
the Managing Member may determine. Distributions shall be made to (and
profits and losses shall be allocated among) Members pro rata in accordance
with the amount of their contributions to the Company as set forth on
Schedule A hereto.
14. Return of Capital. No Non-Managing Member has the right to
receive, and the Managing Member has absolute discretion to make, any
distributions to a Non-Managing Member, which include a return of all or
any part of such Non-Managing Member’s capital contribution, provided
that upon the dissolution of the Company, the assets of the Company shall
be distributed as provided in Section 18-804 of the Act.
15. Dissolution. The Company shall be dissolved and its affairs
wound up and terminated upon the first to occur of the following:
(a) December 31,
2030
(b) The determination of the Managing Member to dissolve
the Company; or
(c) The bankruptcy or dissolution of the Managing Member
or the occurrence of any other event which terminates the continued
membership of the Managing Member in the Company, provided, however,
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the Company shall not be dissolved if, within ninety (90) days after the occurrence of such
event, all remaining Members agree in writing to continue the business of the Company and to the
appointment, effective as of the date of such event, of one (1) or more additional Members of the
Company.
16. Amendments. This Agreement may be amended only upon the
written consent of all Members.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of July 21, 1999.
| LIN TELEVISION CORPORATION |
||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President | ||||
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SCHEDULE A
WLBB Broadcasting, LLC
MEMBERS
| Capital | ||||||
| Name | Address | Contribution | ||||
Managing
Member: LIN Television Corporation |
Four Richmond Square | $ | 1,000.00 | |||
| ▇▇▇▇▇ ▇▇▇ | ||||||
| ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||||
Non-Managing Members: |
||||||
None |
||||||
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