Exhibit 3.59
LIMITED LIABILITY COMPANY
AGREEMENT
OF
BARRINGTON HARLINGEN LICENSE LLC
This Limited Liability Company
Agreement (this “ Agreement ”) of BARRINGTON
HARLINGEN LICENSE LLC, a Delaware limited liability company (the
“ Company ”), is made and entered into as of the
3rd day of May 2006, by BARRINGTON HARLINGEN LLC, a Delaware
limited liability company, as the sole member (the “
Member ”) of the Company and BARRINGTON BROADCASTING
GROUP LLC, a Delaware limited liability company, as the manager
(the “ Manager ”) of the Company.
The Member, by execution of this
Agreement and the filing of the Certificate of Formation with the
Delaware Secretary of State, hereby forms a limited liability
company pursuant to, and in accordance with, the terms of this
Agreement and the Delaware Limited Liability Company Act (6 Del. C.
§18-101, et seq .), as amended from time to time (the
“ Act ”), and hereby agrees as
follows:
Section 1.
Name
.
The name of the limited liability
company is Barrington Harlingen License LLC, or such other name as
may hereafter be determined by the Member.
Section 2.
Principal Business
Office .
The principal business office of the
Company and the Member shall be located at 9201 West Expressway,
#83, Harlingen, Texas 78552-9395, or such other location as may
hereafter be determined by the Manager.
Section 3.
Registered Office/Registered
Agent .
The registered office of the Company
shall be located at c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, DE 19808, or such other
location as may hereafter be determined by the Manager. The
registered agent of the Company for service of process on the
Company in the State of Delaware is Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, DE 19808.
Section 4.
Mailing Address of the
Manager .
The mailing address of the Manager
is: 2500 W. Higgins Road, Suite 880, Hoffman Estates, IL
60195.
Section 5.
Certificates.
Keith M. Wixson (the “
Organizer ”) is hereby designated as an
“authorized person” within the meaning of the Act, and
(i) is authorized to obtain all necessary tax identification
numbers for the Company and (ii) has executed, delivered and filed
the Certificate of Formation of the Company with the Secretary of
State of the State of Delaware. Upon completing the foregoing, his
powers as an “authorized person” will cease, and the
Manager thereupon will become the
designated “authorized person” and
shall continue as a designated “authorized person”
within the meaning of the Act. The Organizer shall be indemnified
by the Company and the Member from and against any expense or
liability incurred by the Organizer by reason of having been the
Organizer.
The existence of the Company as a
separate legal entity shall continue until cancellation of the
Company’s certificate of formation as provided in the
Act.
Section 6.
Purposes
.
The purposes of the Company are to
engage in any lawful act or activity and to exercise any powers
permitted to limited liability companies organized under the laws
of the State of Delaware or that are related or incidental to or
necessary, convenient or advisable for the accomplishment of the
above-mentioned purposes.
Section 7.
Powers
.
The Company, and the Manager on
behalf of the Company, shall have and exercise (i) all powers
necessary, convenient or incidental to accomplish the purposes of
the Company as set forth in Section 6 and (ii) all of
the powers and rights conferred upon limited liability companies
formed pursuant to the Act.
Section 8.
Member
Barrington Harlingen LLC, a Delaware
limited liability company, is hereby admitted as the initial member
of the Company. The term member shall also include any person
admitted as an additional member of the Company or a substitute
member of the Company pursuant to the provisions of this Agreement,
each in its capacity as a member of the Company.
Section 9.
Management
.
(a)
The authority to manage and make all
decisions in respect of the business and affairs of the Company
shall be vested solely in the Manager, who shall exercise such
authority in its sole discretion, and who shall have the power,
acting individually without the consent of the Member, to bind the
Company with respect to third parties. Except as required by the
Act or as provided for in this Agreement, the Member will not take
part in or interfere in any manner with the conduct or control of
the business of the Company or have any right or authority to act
for or bind the Company.
(b)
Except as required by the Act or as
provided for in this Agreement, the Manager shall have all of the
powers of the Company, including, without limitation, the full
power and authority to make any decision, take any action or
approve any matter on behalf of the Company, without the necessity
of obtaining the consent of the Member.
(c)
The Manager shall serve until the
earlier of the resignation or voluntary disassociation of such
Manager from the Company.
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(d)
The Manager shall be appointed by
the Member from time to time as required by this Agreement. The
Member hereby appoints Barrington Broadcasting Group LLC, a
Delaware limited liability Company, as the initial Manager. The
term Manager shall include any person appointed as an additional
manager of the Company or a substitute manager of the Company
pursuant to the provisions hereof.
Section 10.
Officers
.
(a)
Officers . The Manager may appoint Officers of the
Company, which Officers may consist of a Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer and a Secretary.
The Manager may also choose a Treasurer and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries. Any
number of offices may be held by the same person. The Manager may
appoint such other Officers and agents as it shall deem necessary
or advisable who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Manager. The Officers of the Company shall
hold office until their successors are chosen and qualified. Any
Officer may be removed at any time, with or without cause, by the
Manager. Any vacancy occurring in any office of the Company shall
be filled by the Manager. The initial Officers of the Company are
listed on Exhibit A attached hereto.
(b)
Chief Executive
Officer . The Chief
Executive Officer shall be responsible for the general and active
management of the business of the Company and shall see that all
orders and resolutions of the Manager are carried into effect. The
Chief Executive Officer or any other Officer authorized by the
Chief Executive Officer or the Manager shall execute all bonds,
mortgages and other contracts, except: (i) where
required or permitted by law or this Agreement to be otherwise
signed and executed or (ii) where such execution shall be
expressly delegated by the Manager to some other Officer or agent
of the Company.
(c)
Chief Operating
Officer . The Chief
Operating Officer shall be responsible for managing the day to day
operations of the Company and shall see to it that all orders of
the Chief Executive Officer are carried into effect.
(d)
Chief Financial
Officer . The Chief
Financial Officer shall have the custody of the Company funds and
securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Company and shall
deposit all moneys and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated
by the Manager. The Chief Financial Officer shall disburse the
funds of the Company as may be ordered by the Manager, taking
proper vouchers for such disbursements, and shall render to the
Chief Executive Officer and to the Manager when the Manager so
requires, an account of all of the Chief Financial Officer’s
transactions and of the financial condition of the
Company.
(e)
Treasurer . The Treasurer and any Assistant Treasurer
shall assist the Chief Financial Officer and exercise such powers
and perform such duties as shall be determined from time to time by
the Chief Executive Officer and Chief Operating Officer.
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(f)
Secretary . The Secretary shall be responsible for filing
legal documents and maintaining records for the Company and shall
perform such other duties as may be prescribed by the Manager or
the Chief Executive Officer and Chief Operating Officer, under
whose supervision the Secretary shall serve. Any Assistant
Secretary shall assist the Secretary and exercise such powers and
perform such duties as shall be determined from time to time by the
Chief Executive Officer.
(g)
Vice President
. Any Vice President shall exercise
such powers and perform such duties as shall be determined from
time to time by the Manager.
(h)
Officers as Agents
. The Officers, to the extent of
their powers set forth in this Agreement or otherwise vested in
them by action of the Manager not inconsistent with this Agreement,
are agents of the Company for the purpose of the Company’s
business and, subject to Section 9 , the actions of the
Officers taken in accordance with such powers shall bind the
Company.
(i)
Employer Identification and
Withholding . The
Officers of the Company shall take all actions deemed necessary or
advisable to secure federal and state employer identification
numbers and to cause the Company to comply with all laws regulating
payroll reporting, withholding and taxes.
(j)
Books and Records;
Expenses . The Officers
of the Company shall procure the proper books, including a minute
book, and books of account required by the statutes of the State of
Delawa
