Exhibit 3.63
LIMITED LIABILITY COMPANY
AGREEMENT
OF
BARRINGTON MYRTLE BEACH LICENSE LLC
This Limited Liability Company
Agreement (this “ Agreement ”) of BARRINGTON
MYRTLE BEACH LICENSE LLC, a Delaware limited liability company (the
“ Company ”), is made and entered into as of the
3rd day of May 2006, by BARRINGTON MYRTLE BEACH 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 Myrtle Beach 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 1194 Atlantic Avenue,
Conway, South Carolina 29526, 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 Myrtle Beach 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 De
