EX-3.2 3 a2067358zex-3_2.htm BYLAWS OF UNIVISION
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EXHIBIT 3.2

BYLAWS

OF

UNIVISION COMMUNICATIONS INC.

a Delaware corporation

			Page
ARTICLE I		OFFICES	1
	Section 1.	Registered Office	1
	Section 2.	Principal Office	1
	Section 3.	Other Offices	1
ARTICLE II		MEETINGS OF STOCKHOLDERS	1
	Section 1.	Place of Meetings	1
	Section 2.	Annual Meetings	1
	Section 3.	Special Meetings	1
	Section 4.	Stockholder Lists	1
	Section 5.	Notice of Meetings	1
	Section 6.	Quorum and Adjournment	1
	Section 7.	Voting	2
	Section 8.	Proxies	2
	Section 9.	Inspector of Election	2
	Section 10.	Action Without Meeting	2
ARTICLE III		DIRECTORS	3
	Section 1.	Powers	3
	Section 2.	Number, Term and Classes	3
	Section 3.	Qualifications	3
	Section 4.	Vacancies and Newly Created Directorships	3
	Section 5.	Regular Meetings	3
	Section 6.	Special Meetings	3
	Section 7.	Telephonic Meetings	3
	Section 8.	Quorum	4
	Section 9.	Fees and Expenses	4
	Section 10.	Committees	4
	Section 11.	Action Without Meetings	4
	Section 12.	Super Majority Board Approvals	5
ARTICLE IV		OFFICERS	7
	Section 1.	Officers	7
	Section 2.	Election	7

	Section 3.	Removal and Resignation	7
	Section 4.	Vacancies	8
	Section 5.	Chairman of the Board	8
	Section 6.	Vice Chairman of the Corporation	8
	Section 7.	President	8
	Section 8.	Vice Presidents	8
	Section 9.	Secretary	8
	Section 10.	Treasurer	9
ARTICLE V		FORM OF STOCK CERTIFICATE	9
ARTICLE VI		REPRESENTATION OF SHARES OF OTHER CORPORATIONS	9
ARTICLE VII		TRANSFERS OF STOCK	9
ARTICLE VIII		LOST, STOLEN, OR DESTROYED CERTIFICATES	10
ARTICLE IX		RECORD DATE	10
ARTICLE X		REGISTERED STOCKHOLDERS	10
ARTICLE XI		NOTICES	11
	Section 1.	Manner of Notice	11
	Section 2.	Waiver of Notice	11
ARTICLE XII		AMENDMENTS	11
ARTICLE XIII		MISCELLANEOUS	11
	Section 1.	Fiscal Year	11
	Section 2.	Seal	11
	Section 3.	Waiver of Notice of Meetings of Stockholders, Directors and Committees	11
	Section 4.	Form of Records	11

BYLAWS

of

UNIVISION COMMUNICATIONS INC.
a Delaware corporation

ARTICLE I
OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the State of Delaware, located at Corporation Service Company, 1013 Centre Road, Wilmington, County of New Castle 19805 and the name of the resident agent in charge thereof is the agent named in the Restated Certificate of Incorporation until changed by the Board of Directors (the "Board").

Section 2. Principal Office. The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

Section 3. Other Offices. The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the state of Delaware, as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board and shall be called by the president or secretary at the request in writing of (i) the Chairman of the Board, (ii) the Class T Director or Class V Director, or (iii) stockholders owning a majority in voting power of the issued and outstanding shares of Common Stock of the Corporation.

Section 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare, at least ten days before every meeting of stockholders, a complete list, by class, of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 5. Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (or such other period as may be required under applicable law) nor more than sixty days before the date of the meeting.

Section 6. Quorum and Adjournment. Except as set forth below, the holders of a majority in voting interest of capital stock of the Corporation entitled to vote thereat, present in person or

represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws or the Restated Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the Corporation's Class A Common Stock and Class P Common Stock (voting together a separate class), Class T Common Stock and Class V Common Stock, as the case may be, shall each constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Voting. In all matters other than the election of directors, the vote of the holders of a majority in voting interest of the capital stock of the Corporation that are present in person or represented by proxy at a meeting at which a quorum is present, shall decide any question brought before such meeting of stockholders, unless the question is one upon which by express provision of applicable law, of the Restated Certificate of Incorporation or of these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question. Each director of the Corporation shall be elected (i) by a plurality of the votes of the shares of the class(es) of stock which has the right to elect such director, present in person or represented by proxy at a meeting at which a quorum is present or (ii) by the written consent of the holders of a majority in voting interest of the outstanding shares of such class(es). Unless otherwise provided in the Restated Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder upon the matter in question. The presiding officer at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after three years from its date, unless the person executing the proxy specifies therein a longer period of time for which it is to continue in force. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation.

Section 9. Inspector of Election. The Board shall, if required by law, appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

Section 10. Action Without Meeting. Subject to Section 228 of the Delaware General Corporation Law, any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not

less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware (by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

Section 1. Powers. Subject to any limitations set forth in the Restated Certificate of Incorporation, the Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation and, except as expressly limited by law, to exercise all of its corporate powers. Subject to applicable law, the Board may establish procedures and rules or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls and the physical layout of the facilities for the meeting.

Section 2. Number, Term and Classes. The Board shall consist of not less than eight nor more than eleven members, as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of eight members. Except as provided in the Restated Certificate of Incorporation, there shall be three classes of directors: Class A/P Directors, Class T Directors, and Class V Directors, all of which shall be elected as provided in the Restated Certificate of Incorporation.

Section 3. Qualifications. Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her earlier death, retirement, resignation or removal.

Section 4. Vacancies and Newly Created Directorships. Any vacancy on the Board or in the position of an Alternate Director (as that term is defined in the Restated Certificate of Incorporation of the Corporation) caused by death, resignation or removal and any newly created directorship or alternate directorship may be filled as provided in the Restated Certificate of Incorporation of the Corporation. A director or Alternate Director so elected to fill a vacancy or a newly created directorship or alternate directorship shall serve until his or her successor is elected and qualified or until his or her earlier death, retirement, resignation or removal.

Section 5. Regular Meetings. Regular meetings of the Board shall be held without call or notice at such time and place within or without the State of Delaware as shall from time to time be fixed by standing resolution of the Board.

Section 6. Special Meetings. Special meetings of the Board may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, a majority of the Class A/P Directors, the Class T Director or the Class V Director. Notice of a special meeting of the Board shall be given to all Directors and Alternate Directors by the person or persons calling the meeting at least seventy-two hours before the special meeting.

Section 7. Telephonic Meetings. Members of the Board or any committee thereof may, and shall be given the opportunity to, participate in a regular or special meeting of such Board or committee by

means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 8. Quorum. At all meetings of the Board a majority of the Entire Board (as defined in the Restated Certificate of Incorporation) shall constitute a quorum for the transaction of business. Except as otherwise set forth in these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Notice of any adjourned meeting need not be given.

Section 9. Fees and Expenses. Each director (and each Alternate Director attending a meeting in place of a director) and each member of a committee of the Board, shall receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings. Each director (and each Alternate Director attending a meeting in place of a director) and each member of a committee of the Board, in each case who is neither (i) an owner of more than a 5% direct or indirect beneficial interest in the stock of the Corporation (or the spouse, child or other family member of such an owner (a "Related Person")); (ii) an employee (a) of the Corporation, (b) of any direct or indirect subsidiary of the Corporation, or (c) of such an owner or Related Person or an Affiliate (as defined in the Corporation's Restated Certificate of Incorporation) of such owner or Related Person; nor (iii) any person who controls any such owner and the spouse, child or other family members of any such person, shall also receive a fee to be determined by the Board for attending any meeting of the Board or any such committee (provided that no director shall be entitled to receive such fee if such director is receiving a fee for attending a meeting of the board of directors or any other committee of the Corporation held on the same day). Other than as set forth above, no director, Alternate Director, or stockholder of the Corporation shall be reimbursed for any expenses incurred by it in its role as an investor or director.

Section 10. Committees. Subject to the Restated Certificate of Incorporation, the Board may, by resolution passed by a majority of the Entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. Except as provided below with respect to the compensation, audit and dividend committees of the Board, if any, the Class T Director and the Class V Director shall sit on all committees of the Board. Either the Class T Director or the Class V Director shall sit on the compensation and audit committees of the Board, if any. Any executive committee, to the extent provided in a resolution of the Board and to the extent permitted by law and not inconsistent with the Restated Certificate of Incorporation, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. If the compensation committee or the audit committee of the Board does not include both a Class T Director and a Class V Director, then the class of directors not so represented on such committee shall be entitled to notice of, and one, but no more than one, director of such class (or an alternate director of such class) shall be entitled to be in attendance at (but not vote at), all meetings of the compensation and audit committees of the Board. The Board may appoint a dividend committee that does not include a Class T Director or a Class V Director.

Section 11. Action Without Meetings. Unless otherwise restricted by applicable law, the Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 12. Super Majority Board Approvals.

(a) Without the approval of the Board (or where permitted under applicable law, a duly constituted committee of the Board which includes the Class T Director and the Class V Director) by a vote which includes, in addition to any other required vote of directors, the affirmative vote of the Class T Director (so long as a Class T Voting Conversion has not occurred) and the Class V Director (so long as a Class V Voting Conversion has not occurred) on the Board or such committee, as the case may be, the Corporation shall not directly or through its subsidiaries engage in any of the following acts or transactions:

(i) Merge, consolidate or enter into a business combination, otherwise reorganize the Corporation with or into one or more entities (other than a merger of a wholly-owned subsidiary of the Corporation into the Corporation in which the Corporation is the surviving entity or into another wholly-owned subsidiary of the Corporation); provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required; provided, further, however, that if in connection with any such transaction (or the merger of a wholly-owned subsidiary of the Corporation into the Corporation in which the Corporation is the surviving entity), the powers, privileges or rights of the holders of the Class T Common Stock and/or Class V Common Stock under these Bylaws or the Restated Certificate of Incorporation would be adversely affected (other than with respect to a transaction which results in the stockholders of the Corporation immediately prior to such transaction holding directly or indirectly less than 50% of the voting power represented by the outstanding shares of the surviving entity), the approval of the Class T Director and/or the Class V Director, as the case may be, shall be required with respect to such transaction in addition to any other required approvals.

(ii) Sell all or substantially all of the Corporation's assets to a person or entity that is not a wholly-owned subsidiary of the Corporation; provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required; provided, further, however, that if in connection with any such transaction, the powers, privileges or rights of the holders of the Class T Common Stock and/or Class V Common Stock under these Bylaws or the Restated Certificate of Incorporation would be adversely affected (other than with respect to a transaction which results in the stockholders of the Corporation immediately prior to such transaction holding directly or indirectly less than 50% of the voting power represented by the outstanding shares of the acquiring entity), the approval of the Class T Director and/or the Class V Director, as the case may be, shall be required with respect to such transaction in addition to any other required approvals.

(iii) Pay any dividend (other than a dividend, stock split or other event that results in the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock being subdivided into a greater number of shares) or make any distribution to holders of any equity securities of the Corporation, including by way of redemption or repurchase of securities (except for open market purchases of Class A Common Stock other than from an Affiliate) or a redemption or repurchase in accordance with Article SEVENTH of the Restated Certificate of Incorporation of the Corporation or a dividend, redemption or repurchase required by the terms of any security the issuance of which was approved in accordance with this Article III, Section 12(a), or make any payments in respect of any such equity securities, including payments relating to options or derivatives in respect of such equity securities; provided, however, that (a) at such time as no warrants to purchase Class T Common Stock are outstanding, the approval of the Class T Director under this Article III, Section 12(a)(iii) shall not be required, and that at such

time as no warrants to purchase Class V Common Stock are outstanding, the approval of the Class V Director under this Article III, Section 12(a)(iii) shall not be required, and (b) at such time that either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits holders of warrants to purchase the Corporation's Common Stock to receive on a current basis an amount equal to any dividend, distribution or payment as if the shares underlying such warrants were outstanding or (ii) the Corporation obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Class T Director and the Class V Director, that a warrant holder may receive on a current basis an amount equal to any dividend, distribution or payment as if the shares underlying such warrant were outstanding, the approval of neither the Class T Director nor the Class V Director under this Article III, Section 12(a)(iii) shall be required for such dividend, distribution or payment; provided, however, that if the Corporation has approved a dividend under this clause (iii) but has failed to pay the warrant holder contemporaneous with the payment of the dividend, and so long as such failure is continuing, the approval of both the Class T Director and Class V Director shall be required for any future dividend.

(iv) Dissolve, liquidate or terminate the Corporation; provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required.

(v) Issue (A) (other than as a result of a merger, consolidation, acquisition or other business combination) to any entity or group of affiliated entities (other than to one of more underwriters in an underwritten public offering) in one or more related transactions shares having voting rights that would represent 10% or more of the votes of the then outstanding shares of Class A Common Stock on a fully diluted basis; (B) shares having more than one vote per share or having any special voting rights (other than as required by Delaware corporate law); provided that the Corporation may issue one or more classes of stock that grant holders of such class or classes issued in connection with a transaction or series of related transactions the right to elect one director, so long as the vote of such director is not required in addition to any other required vote of all of the directors; (C) shares, if as a result of such issuance, there is a Change of Control of the Corporation; or (D) shares to a person or group (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or any of their respective Affiliates, that already controlled the Corporation immediately prior to such issuance.

(vi) Except as provided in this Section 12(a)(vi), enter into any transaction with A. Jerrold Perenchio or any of his Related Persons, any Affiliates of A. Jerrold Perenchio or any such Related Person or any officer, director or employee of any of the foregoing; provided that the acquisition of either or both of the programs with the working titles, "Te Amo En Secreto" and "Rosario," shall only require the vote of the Class T Director or the Class V Director; and provided further that reimbursement of expenses in the ordinary course consistent with past practices shall not require the vote of either the Class T Director or the Class V Director.

(vii) Amend this Article III, Section 12 of these Bylaws by action of the Board or amend Section 2 of this Article III to increase the maximum number of directors to twelve or more.

For the purposes of Section 12(v) of this Article III, "Change of Control" means that a person or group (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than A. Jerrold Perenchio and his Affiliates, is the beneficial owner, directly or indirectly, of more than 50% of the total voting interest of the capital stock of the Corporation.

(b) Without the approval of the Board (or where permitted under applicable law, a duly constituted committee of the Board which includes the Class T Director and the Class V Director) by a vote which includes, in addition to any other required vote of directors, the affirmative vote of the Class T Director (so long as a Class T Voting Conversion has not occurred) or the Class V Director (so long as a Class V Voting Conversion has not occurred) on the Board or such committee, as the case may be, the Corporation shall not directly or through its subsidiaries engage in any of the following acts or transactions:

(i) Dispose of any interest in the Univision Network, the Galavision Network, the Telefutura Network or any television station affiliated with either the Univision Network or Telefutura Network, which broadcasts in any of the top 15 Hispanic markets in the United States; provided that the prohibition on the disposition of any interest in such television stations shall not prohibit a disposition (w) of Station WHSI—TV, channel 67 in Smithtown, New York, (x) of a station if the acquiror agrees to continue to have the station affiliated with the network through 2017 with which it was affiliated prior to such disposition and such station's revenues continue to be included in the determination of royalties under the restated and amended program license agreement with Affiliates of Grupo Televisa, S.A. and Venevision International Corporation, (y) of a station operating on Channels 52-69 (the "Non-Core Spectrum"), if a law, rule or regulation is adopted, the effect of which is to require the Corporation either to sell such station or lose the license for such station in the Non-Core Spectrum in 12 or fewer months if such sale does not occur, provided that the Corporation shall use commercially reasonable efforts to replace such station with a reasonably comparable station, to the extent one is available, as promptly as reasonably practical; and (z) of a station in the Non-Core Spectrum for any other reason, provided that the Corporation promptly replaces such station with a reasonably comparable station; or

(ii) After reasonable inquiry, knowingly employ or hire as a consultant for a salary or the payment of other compensation of $100,000 or more any person who is or has been within the previous two and one-half-year period an employee of Grupo Televisa, S.A., Venevision Investments LLC or any of their respective Affiliates or any individual or Affiliate of such individual who has been an independent contractor to any of them; provided that this provision shall not apply to any employee of the Corporation or any of its subsidiaries as of December 19, 2001.

ARTICLE IV
OFFICERS

Section 1. Officers. The Corporation shall have a Chairman of the Board, one or more Vice Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 2 of this Article. Any two or more of such offices may be held by the same person.

Section 2. Election. The officers of the Corporation shall be elected annually by the Board and, subject to whatever rights an officer may have under a contract of employment with the Corporation, all officers shall serve at the pleasure of the Board.

Section 3. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time

specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

Section 5. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall be the chief executive officer of the Corporation unless the President is the chief executive officer. So long as the Chairman of the Board is the chief executive officer of the Corporation, he shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Except as provided in Article III, Sections 12(a)(vi) and 12(b)(ii), the Chairman of the Board, if he is the Chief Executive Officer, shall have the authority to hire and fire all employees of and consultants to the Corporation and its subsidiaries.

Section 6. Vice Chairman of the Corporation. The Board may from time to time appoint one or more Vice Chairs of the Corporation. A Vice Chair so appointed shall have such powers and duties as may be designated from time to time by the Chairman of the Board or by the Board.

Section 7. President. The President shall be the chief operating officer of the Corporation and, if designated by the Board, the chief executive officer of the Corporation. Subject to the control of the Board (and to the chief executive officer, if the President does not hold such office) and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. If designated as the chief executive officer of the Corporation, the President shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Except as provided in Article III, Sections 12(a)(vi) and 12(b)(ii), the President, if he is the Chief Executive Officer, shall have the authority to hire and fire all employees of and consultants to the Corporation and its subsidiaries.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all of the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board, the President or these Bylaws.

Section 9. Secretary. The Secretary shall keep, or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of these Bylaws of the Corporation at the principal executive office or business office.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register or a duplicate share register showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal

of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10. Treasurer. The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V
FORM OF STOCK CERTIFICATE

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VI
REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chief executive officer or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer. ARTICLE VII TRANSFERS OF STOCK Subject to any restrictions on transfer applicable thereto, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE VII
TRANSFERS OF STOCK

Subject to any restrictions on transfer applicable thereto, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper

evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE VIII
LOST, STOLEN, OR DESTROYED CERTIFICATES

The Corporation may direct a new certificate or certificates of stock or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE IX
RECORD DATE

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (A) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (B) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (C) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE X
REGISTERED STOCKHOLDERS

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other

claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XI
NOTICES

Section 1. Manner of Notice. Whenever under the provisions of applicable law, the Restated Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, and, in the case of directors, committee members and officers, by telephone, by telecopy or other electronic transmission, or by recognized delivery service to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed, telephoned, telecopied, or transmitted or delivered.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of applicable law, the Restated Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XII
AMENDMENTS

Subject to the provisions of the Restated Certificate of Incorporation and Article III, Sections 12(a) and (b) of these Bylaws, the Board shall have the power to make, adopt, alter, amend and repeal from time to time these Bylaws, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal Bylaws made by the Board, provided no amendment made by the Board may adversely affect the rights accorded to the holders of the Class T Common Stock or the Class V Common Stock which affects such class differently from the other classes of Common Stock of the Corporation without the consent of the Class T Director (unless a Class T Voting Conversion has occurred) and the Class V Director (unless a Class V Voting Conversion has occurred), as the case may be.

ARTICLE XIII
MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 2. Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.

Section 3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 4. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

CERTIFICATE OF SECRETARY
of
UNIVISION COMMUNICATIONS INC.
a Delaware corporation

I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the Board of Directors on September 20, 1996 and as most recently amended by the Board of Directors on December 19, 2001.


Dated: March 22, 2002
		/s/ Robert V. Cahill Secretary

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BYLAWS OF UNIVISION COMMUNICATIONS INC. a Delaware corporation
BYLAWS of UNIVISION COMMUNICATIONS INC. a Delaware corporation