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                                  Exhibit 24.5

                            THE ACKERLEY GROUP, INC.

                       UNANIMOUS WRITTEN CONSENT TO ACTION
                            OF THE BOARD OF DIRECTORS
                           IN LIEU OF SPECIAL MEETING

                                November 10, 1999

         Pursuant to Section 141(f) of the General Corporation Law of Delaware,
the undersigned, being all of the directors of THE ACKERLEY GROUP, INC., a
Delaware corporation ("Corporation"), consent to the adoption of the following
resolutions without a meeting:

                                    RECITALS

1.       Management of the Corporation has recommended that the Corporation
         adopt an Employee Stock Purchase Plan which will allow certain
         employees to purchase shares of the Corporation's Common Stock, $.01
         par value per share ("Common Stock") at a discount and through payroll
         deductions. In order to issue such shares under the Option Plan, the
         Corporation must register the shares with the Securities and Exchange
         Commission.

2.       At the 1999 Annual Meeting, the Corporation's shareholders approved the
         Fourth Amended and Restated Employees Stock Option Plan dated May 11,
         1999 (the "Option Plan"), which increased the number of shares of
         Common Stock authorized for issuance under the Option Plan from
         1,000,000 shares to 1,500,000 shares, reflecting the addition to the
         Option Plan of 500,000 shares of Common Stock ("Additional Shares").

3.       The Corporation previously filed Registration Statements on Form-8
         registering an aggregate 1,000,000 shares of Common Stock (as adjusted
         to reflect stock dividends and stock splits).

4.       The Corporation must register with the Securities and Exchange
         Commission (the "Commission") the Additional Shares authorized under
         the Option Plan.

5.       Daniel J. Evans, Jr. has been acting in the capacity of Vice
         President/Public Affairs, but was inadvertently omitted from the list
         of officers elected by the Board in its annual consent resolutions
         dated May 1, 1999. Management has requested that the Board take action
         to correct this oversight.

                                   RESOLUTIONS

                          EMPLOYEE STOCK PURCHASE PLAN

1.       The Board of Directors hereby authorizes and approves the Employee
         Stock Purchase Plan ("ESPP"), in substantially the form presented to
         the Board and attached hereto as Exhibit A, with certain employees of
         the Corporation or of any of its designated

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         subsidiaries, to sell to such employees, and for such employees to
         purchase, shares of the Common Stock pursuant to the terms and
         conditions outlined in the ESPP.

2.       In order to provide certain key employees with additional incentive
         compensation, the Proper Officers, and any of them, are authorized and
         directed, in the name and on behalf of the Corporation, to execute and
         deliver the ESPP.

3.       The Proper Officers, and any of them, are authorized and directed, in
         the name and on behalf of the Corporation, with the advice of counsel,
         to enter into a Service Agreement, with AST Stock Plan, Inc. ("AST"),
         in connection with the administration of the proposed ESPP by AST,
         described in Exhibit B attached hereto, and such other services
         mutually agreed in writing from time to time by AST and the
         Corporation.

                             REGISTRATION STATEMENT

4.       A Registration Statement on Form S-8 ("Registration Statement"), in
         substantially the form presented to the Board, for 2,000,000 shares of
         Common Stock, consisting of 1,500,000 shares authorized for issuance
         under the ESPP and the 500,000 Additional Shares authorized for
         issuance under the Option Plan is approved, and the Proper Officers,
         and any of them, with the assistance of counsel, are authorized and
         directed, for and on behalf of the Corporation, to prepare, execute and
         file the Registration Statement with the Commission under the
         Securities Act of 1933, together with all schedules and exhibits, with
         such additions and changes as the Proper Officers, or any of them, may
         approve, and with such approval to be conclusively evidenced by the
         filing of the Registration Statement with the Commission.

5.       Each of the officers of the Corporation who may be required to sign and
         execute the Registration Statement or any amendment thereto or related
         documents, is authorized to execute a Power of Attorney, appointing the
         Proper Officers or any of them individually, to act as his/her true and
         lawful attorney or attorneys, to sign in his/her name, place and stead,
         in any such capacity, the Registration Statement and all amendments and
         other related documents, and to file the same with the Commission.

                         ADDITIONAL LISTING APPLICATION

6.       The Proper Officers, and any of them, are authorized and directed, in
         the name and on behalf of the Corporation, to file an Additional
         Listing Application ("Additional Listing") with the New York Stock
         Exchange, Inc., and to take any and all action as may be necessary or
         appropriate, to effect the Additional Listing of the ESPP shares and
         the Additional Shares, for quotation on the New York Stock Exchange.

7.       The Proper Officers, and any of them, are authorized and directed, in
         the name and on behalf of the Corporation, to prepare, execute and file
         any and all amendments to the Registration Statement, any schedules and
         exhibits, as they, or any of them, find necessary or desirable or as
         may be required by the Commission or under the Blue Sky or other
         applicable law of any jurisdiction, and to do such other acts or things
         and execute such other instruments, agreements and other documents as
         any of them may deem necessary or desirable to cause the Registration
         Statement, as amended and



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         supplemented, to comply with the Act and the rules and regulations
         under the Act ("Rules and Regulations") and with the Blue Sky or other
         applicable laws of any jurisdiction, and to cause the Registration
         Statement to become effective under the Act and the Rules and
         Regulations.

                    ELECTION OF VICE PRESIDENT/PUBLIC AFFAIRS

8.       The Board of Directors hereby elects, effective May 1, 1999, Daniel J.
         Evans, Jr. to the position of Vice President/Public Affairs to serve
         until the next annual meeting of the Board of Directors and until his
         successor is elected and qualified, and ratifies all actions taken by
         him in that capacity since May 1, 1999.

                                 PROPER OFFICERS

9.       The Proper Officers for purposes of these resolutions are Barry A.
         Ackerley, Gail A. Ackerley, Denis M. Curley Christopher H. Ackerley,
         and Keith W. Ritzmann.

                        [Signatures appear on next page.]



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                                UNANIMOUS CONSENT

         The undersigned, constituting the Board of Directors of THE ACKERLEY
GROUP, INC., consent to the foregoing action effective as of the 10th day of
November, 1999. This document may be signed in two or more counterparts,
manually or via facsimile, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.



                                         /s/ Barry A. Ackerley
                                         --------------------------
                                         Barry A. Ackerley


                                         /s/ Gail A. Ackerley
                                         --------------------------
                                         Gail A. Ackerley


                                         /s/ Deborah L. Bevier
                                         --------------------------
                                         Deborah L. Bevier


                                         /s/ M. Ian G. Gilchrist
                                         --------------------------
                                         M. Ian G. Gilchrist


                                         /s/ Michel C. Thielen
                                         --------------------------
                                         Michel C. Thielen


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