Broadcasting corporation. First. The name of the corporation is _________ Broadcasting Corporation. Second. Its registered office in the State of _________ is located at _________, in the City of _________, County of _________. The name and address of its resident agent is _________, _________, _________. Third. The nature of the business, or objects or purposes to be transacted, promoted or carried on are: To engage in the business of modern television broadcasting; to build, own and operate standard FM and television broadcasting stations; to produce radio and television programs to be broadcast over the corporation's stations and such other stations as the corporation may license for those purposes; to sell advertising over the corporation's stations and to act as an agent for the sale of advertising over other stations. To purchase, lease or otherwise acquire, construct, own, use, manage, operate and maintain, and sell or otherwise dispose of radio and television stations and other facilities for radio, television, facsimile and other broadcasting, including experimental and relay stations, transmitters, receivers, studios, buildings, plants, wires, circuits and any and all apparatus, equipment, instruments, systems and devices incidental or necessary to such broadcasting; to broadcast, disseminate, distribute, transmit, receive or collect by means of electricity, magnetism or electromagnetic or radio waves, variations or impulses, and whether by means of frequency modulation, audio modulation, ultra high frequency, short wave, visual or audio transmission, or otherwise, and to produce, purchase, sell or otherwise deal in or with, television, radio, facsimile and other programs, news, music, instruction, entertainment, speeches, signals, photographs, moving and still pictures and films, recordings, transcriptions, scenes, plays and advertising, educational and informative matter of any kind; to contract with and engage the services of talent of any description for the purpose of providing any of the above; to generate, purchase, furnish, supply or utilize, in any manner for the purposes of this corporation, electricity, electrical energy, magnetic or electromagnetic waves, variations or impulses; to engage in research and experimental work in, and to improve, develop, prosecute and perfect the art and business of radio, television, facsimile or other broadcasting; and generally to engage in and carry on the business of radio, television, facsimile and other broadcasting. To broadcast by means of radio communication and/or transmission, educational, musical, commercial and any and all other programs and/or entertainment permitted by the laws of the State of Delaware and the laws of the United States relating to such broadcasting, and including the transmission of such programs by means of television. To arrange for, screen, transcribe, process, prepare, write, compose, produce, present, market, buy, sell, publish, license others to use, and distribute, either as principal or agent, scripts, programs, writings, features, books, music, musical productions, records and transcriptions, dramatic productions, newspaper articles, magazine articles, radio and radio facsimile programs, television programs, moving pictures, advertising material, and other material and matters of every kind and character; and to acquire, hold, use, own, assign, transfer, sell, license others to use, or otherwise dispose of or utilize copyrights, composers' literary, or other rights in connection with the above-named material. To carry on a general advertising, public relations, sales promotion and publicity business both as principal and agent; to acquire and operate franchises or privileges for advertising
purposes or for the buying or selling of advertising rights, franchises or privileges; to arrange and conduct advertising campaigns in newspapers, magazines and other publications; to solicit, originate, compose, devise, arrange, buy, lease, sell, deal in and contract in respect to the use of advertising copy, advertising matter, forms of advertisements and materials and articles of all kinds suitable for advertising purposes. To produce, create, present, arrange, provide, establish, furnish, employ, operate, represent, manage, book and solicit engagements for shows, theatrical productions, concert productions, radio and television programs and productions, musical organizations, exhibitions and all other forms and types of public and private entertainment; to employ, present, represent, book and solicit engagements for actors, actresses, artists, musicians, entertainers, speakers, public and private performers of all kinds and descriptions, and to book and solicit engagements for performances and services of every kind, nature and description to be rendered, furnished, given or presented at theatres, radio and television broadcasting stations, hotels, meetings, and at any and all other places of every kind, nature and description whatsoever. To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description. To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation. To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks, trade names, service marks and service names relating to or useful in connection with any business of this corporation. To acquire by purchase, subscription, exchange or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner of such securities, rights and interests, to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote on them, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value of the above-described securities, rights and interests. To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony. To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payment of any of the above-described bonds or other obligations and of the interest on them by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of
the corporation, whether at the time owned or later acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes. To loan to any person, firm or corporation any of its funds, either with or without security. To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly. To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country. In general, to carry on any other business in connection with the above, and to have and exercise all the powers conferred by the laws of _________ upon corporations formed under the Corporation Law of the State of _________, and to do any or all of the things set forth above to the same extent as natural persons might or could do. The objects and purposes specified in the above clauses shall, except where otherwise expressed, be in no respect limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the objects and purposes specified in each of the above clauses of this article shall be regarded as independent objects and purposes. Fourth. The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is _________, of which _________ shares without par value are to be of a class designated "Preferred Stock" and _________ shares of the par value of _________ each, amounting in the aggregate to _________, are to be of a class designated "Common Stock." The voting powers, designations, preferences and relative, participating, optional or other special rights of such classes of stock, and the qualifications, limitations or restrictions of them, are as follows: The board of directors is empowered to cause the Preferred Stock to be issued from time to time in series with the variations authorized in this certificate. The board of directors is expressly empowered, prior to issuance, in the resolution or resolutions providing for the issue of shares of each particular series, to fix the following: (a) the distinctive serial designation of the series and the number of shares that shall constitute the series; (b) the rate, conditions and time of payment of dividends payable on the series; (c) the terms on which the series may be redeemed, whether through the operation of a sinking fund, purchase fund, retirement fund or otherwise (which terms may differ as among the several methods of redemption and may include a price or scale of prices applicable only to a specified type or types of redemption and a different price or scale of prices applicable to any other type or types of redemption);
(d) the fixed amount that shall be paid to the holders of shares of the series in case of dissolution or any distribution of assets of the Corporation; (e) the terms or amount of any sinking fund provided for the purchase or redemption of shares of the series; (f) the terms, if any, upon which the holders of shares of the series may convert the same into stock of any other class or classes or of any one or more series of the same class or of another class or classes; (g) the voting powers of the series, if any, whether full or limited; and (h) any other preferences and relative, participating, optional or other special rights, and the corresponding qualifications, limitations or restrictions, of shares of the series. All shares of Preferred Stock shall be identical and of equal rank except in respect to the particulars that may be fixed by the board of directors as provided above in this paragraph; provided, however, that all shares of a particular series shall be identical and of equal rank except as to the date from which cumulative dividends, if any, on such shares shall be cumulative. The amount of the authorized Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, without any requirement that the increase or decrease be approved by a class vote on the part of the Preferred Stock, or any series of the Preferred Stock, except as may be otherwise provided in the above-mentioned resolution or resolutions fixing the voting rights of any series of the Preferred Stock. Prior to the issuance of any series a certificate setting forth a copy of the resolution or resolutions fixing the voting powers, designations, preferences and relative, participating, optional or other rights, and the corresponding qualifications, limitations or restrictions, with respect to that series and the number of shares of stock of that series shall be made under the seal of the Corporation and signed by the president or a vice-president and by the secretary or an assistant secretary of the Corporation and acknowledged by that president or vicepresident before an officer authorized by the laws of _________ to take acknowledgments of deeds and shall be filed in the office of the Secretary of State of _________, and a certified copy of the certificate shall be recorded in the office of the recorder of the county where the principal office of the Corporation is located in _________. No holder of shares of Preferred Stock shall be entitled as such, as a matter of right, to share in any dividend or other distribution except as expressly provided in the resolution or resolutions providing for the issue of shares of each particular series. Unless expressly so provided in the resolution or resolutions providing for the issue of shares of each particular series, nothing contained in this certificate shall be held or construed to limit the right of the board of directors in its discretion to declare and pay out of surplus or net profits dividends on the Common Stock, provided the Corporation is not in default in the declaration and payment of or provision for any dividend on the Preferred Stock. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or in the future authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.
Fifth. The minimum amount of capital with which the corporation will commence business is _________. Sixth. The names and places of residence of the incorporators are as follows: Names Residences
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Seventh. The corporation is to have perpetual existence. Eighth. The private property of the shareholders shall not be subject to the payment of corporate debts to any extent whatever. Ninth. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the bylaws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors 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. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors. When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a shareholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.
Tenth. No contract or other transaction between this corporation and any person, firm, association or corporation and no act of this corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of this corporation are pecuniarily or otherwise interested, directly or indirectly, in that contract, transaction or act, or are related to or interested in, as a director, shareholder, officer, employee, member or otherwise, such person, firm, association or corporation. Any director so interested or related who is present at any meeting of the board of directors or committee of directors at which action on any such contract, transaction or act is taken may be counted in determining the presence of a quorum at that meeting and may vote at that meeting with respect to that contract, transaction or act with like force and effect as if that director were not so interested or related. No director so interested or related shall, because of that interest or relationship, be disqualified from holding his or her office or be liable to the corporation or to any shareholder or creditor of the corporation for any loss incurred by this corporation under or by reason of the above-described contract, transaction or act, or be accountable for any gains or profits he or she may have realized in the contract, transaction or act. Eleventh. The corporation shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any bylaw, agreement, vote of shareholders, or otherwise. Twelfth. Meetings of shareholders may be held outside the State of _________, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of _________ at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Elections of directors need not be by ballot unless the bylaws of the corporation shall so provide. Thirteenth. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders in this certificate are granted subject to this reservation.