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EXHIBIT 3.1
FILED
STATE OF WASHINGTON
FEB 17 1995
RALPH MUNRO
SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NORTHLAND CABLE TELEVISION, INC.
Articles of Amendment of the Articles of Incorporation of NORTHLAND
CABLE TELEVISION, INC. are herein executed by said corporation, pursuant to the
provisions of RCW 23B.10.010 and RCW 23B.10.060, as follows:
1. The name of the corporation is Northland Cable Television, Inc.
2. The amendment to the Articles of Incorporation of said corporation
is as follows:
a) The fourth paragraph of Article V shall be deleted in its
entirety.
b) New Articles IX and X shall be added to the Articles of
Incorporation and shall read as follows:
ARTICLE IX
LIMITATION OF DIRECTORS' LIABILITY
A director shall have no liability to the corporation or its
shareholders for monetary damages for conduct as a director, except for acts or
omissions that involve intentional misconduct by the director, or a knowing
violation of law by the director, or for conduct violating RCW 2313.08.310 (as
may hereafter be amended or supplemented), or for any transaction from which the
director will personally receive a benefit in money, property or services to
which the director is not legally entitled. If the Washington Business
Corporation Act is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director shall be eliminated or limited to the full extent permitted by the
Washington Business Corporation Act, as so amended. Any repeal or modification
of this Article shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification for or
with respect to an act or omission of such director occurring prior to such
repeal or modification.
Amendment to Articles of Incorporation Page 1
of Northland Cable Television, Inc.
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ARTICLE X.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Right to Indemnification. Any individual who is, was, or is threatened
to be made a party to or is otherwise involved in (including without limitation
as a witness) any threatened, pending, or completed action, suit, or other
proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that he or she is or was a
director or officer of the corporation or that, while a director or officer, he
or she is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation or of a
partnership, joint venture, trust, employee benefit plan, or other enterprise,
shall be indemnified and held harmless by the corporation, to the full extent
permissible by applicable law as then in effect, against all expenses and
liabilities (including without limitation any obligation to pay any judgment,
settlement, penalty, fine, including without limitation an excise tax assessed
with respect to an employee benefit plan, or expense incurred with respect to
the proceeding, including without limitation attorneys' fees) actually and
reasonably incurred or suffered by such individual in connection therewith;
provided, however, that the corporation shall not indemnify any director from or
on account of (a) any act or omission of the director finally adjudged to be
intentional misconduct or a knowing violation of law, (b) any conduct of the
director finally adjudged to be in violation of RCW 23B.08.310 (as may
hereafter be amended or supplemented), or (c) any transaction with respect to
which it is finally adjudged that the director personally received a benefit in
money, property, or services, to which the director was not legally entitled;
and further provided that except as provided in the following paragraph with
respect to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such individual seeking indemnification in
connection with a proceeding (or part thereof) initiated by such individual only
if such proceeding (or part thereof) was, prior to its initiation, authorized by
the board of directors of the corporation. The right to indemnification
conferred in this paragraph shall be a contract right and shall include the
right to be paid by the corporation for the expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding
shall be made only upon delivery to the corporation of a written undertaking, by
or on behalf of the director or officer, in the form of a general unlimited
obligation to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
paragraph or otherwise. The right to indemnification as provided herein shall
continue as to an individual who has ceased to be a director or officer and
shall inure to the benefit of his or her heirs, executors and administrators.
Amendment to Articles of Incorporation Page 2
of Northland Cable Television, Inc.
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Right of Claimant to Apply for Court Order. If a claim made on the
corporation for indemnification under the preceding paragraph of this Article is
not paid in full by the corporation within sixty (60) days after a written claim
has been received by the corporation, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in
which case the applicable period shall be twenty (20) days, the claimant may at
any time thereafter commence an action or otherwise petition a court to order
the corporation to pay the unpaid amount of such claim and, to the extent
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of obtaining such a court order. A claimant shall be presumed to be
entitled to indemnification under this Article upon submission of a written
claim to the corporation or, in an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition, where the required undertaking has been tendered to the
corporation; and thereafter the corporation shall have the burden of proof to
overcome the presumption that the claimant is not so entitled. Neither the
failure of the corporation (including its board of directors, independent legal
counsel or its shareholders) to have made a determination prior to the filing of
such petition that indemnification or reimbursement or advancement of expenses
to the claimant is proper in the circumstances, nor an actual determination by
the corporation (including its board of directors, independent legal counsel or
its shareholders) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses, shall be a defense to the action or
create a presumption that the claimant is not so entitled.
Nonexclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any individual may have or hereafter acquire under any statute, provision
of the Articles of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.
Insurance, Contracts and Funding. The corporation may maintain
insurance, at its expense, to protect itself and any director, trustee, officer,
employee or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the corporation would have the power to indemnify such individual
against such expense, liability or loss under the Washington Business
Corporation Act. Without further shareholder action, the corporation may enter
into contracts with any director or officer of the corporation in furtherance of
the provisions of this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.
Indemnification of Employees and Agents of the Corporation. From time to
time by action of its board of directors, the corporation may provide to
employees and agents
Amendment to Articles of Incorporation Page 3
of Northland Cable Television, Inc.
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of the corporation indemnification and payment of expenses in advance of the
final disposition of a proceeding to the same extent provided to officers of the
corporation by the provisions of this Article or pursuant to rights granted in
or provided by the Washington Business Corporation Act."
3. The above amendment was approved and adopted by the shareholder of
said corporation in accordance with the applicable provisions of RCW 23B.
10.030 and RCW 23B.10.040 on Feb. 15, 1995.
DATED: February 15, 1995.
NORTHLAND CABLE TELEVISION, INC.
By: /s/ RICHARD I. CLARK
--------------------------------
Richard I. Clark, Vice President
Attest:
/s/ JAMES A. PENNEY
------------------------------------
James A. Penney, Secretary
Amendment to Articles of Incorporation Page 4
of Northland Cable Television, Inc.
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FILED
OCT 25, 1985
SECRETARY OF STATE
STATE OF WASHINGTON
ARTICLES OF INCORPORATION
OF
NORTHLAND CABLE TELEVISION, INC.
Richard I. Clark, being over the age of eighteen (18) years, and for the
purpose of forming a corporation under the Washington Business Corporation Act
hereby certifies and adopts in duplicate the following Articles of
Incorporation:
ARTICLE I.
Name and Period of Duration
The name of this corporation shall be "Northland Cable Television, Inc."
and its existence shall be perpetual.
ARTICLE II.
Purpose
The purpose and objects of this corporation are as follows:
First: To engage in the business of the acquisition, ownership,
expansion, operation and maintenance of cable television systems and any and all
things necessary, suitable, convenient and proper for, or in connection with, or
incidental to, the accomplishment of any object or purpose designed directly or
indirectly to promote the interests of the corporation or enhance the value of
any of its assets; in general to carry on and undertake any lawful business,
either within or without the United States of America, which may from time to
time appear to the directors of the corporation capable of being carried on
conveniently in connection with such objects and purposes.
Second: To have and exercise all the powers now or hereafter
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conferred by the laws of the State of Washington upon corporations.
ARTICLE III.
Registered Office and Agent
The location and post office address of the initial registered office of
the corporation in this state shall be 32nd Floor, Bank of California Center,
Seattle, WA 98164, and the initial registered agent of the corporation shall be
John E. Iverson.
ARTICLE IV.
Capital Stock
The total number of shares of stock authorized and which may be issued
by this corporation is fifty thousand (50,000) shares, all of which shall be
common shares of the same class and having a par value of One Dollar ($1.00) per
share.
All of said common stock may be issued from time to time for such
consideration in property, labor, services, money or profits of any kind as
shall be fixed by the Board of Directors, and each share, when issued, shall be
fully paid and forever nonassessable.
The holders of shares of the corporation shall have no preemptive rights
to subscribe or purchase from the corporation any shares authorized but unissued
or any newly authorized shares. The holders of shares of the corporation shall
not have the right to cumulative voting.
ARTICLE V.
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Officers and Directors
The number of directors of the corporation shall be fixed as provided by
the Bylaws and may be changed from time to time by amending the Bylaws as
therein provided.
No contract or other transaction between the corporation and any other
corporation and no acts of the corporation shall be in any way affected or
invalidated by the fact that (i) any of the directors or officers of the
corporation are pecuniarily or otherwise interest in, or are directors or
officers of such other corporation; any director individually, or (ii) any firm
of which any director may be a member, may be a party to or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided that the fact that he or such firm is so interested shall be disclosed
or shall have been known to the Board of Directors or such members thereof as
shall be present at any meeting of the Board at which action upon any such
contract or transaction shall be taken; and any director of such other
corporation or who is so interested may be counted in determining the existence
of a quorum at any meeting of the Board of Directors of the corporation which
shall authorize any such contract or transaction, with like force and effect as
if he were not such director or officer of such other corporation or not so
interested.
Any contract, transaction or act of the corporation or of the directors
of any committee which shall be ratified by the majority of a quorum of the
stockholders of the corporation at any annual
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meeting or at any special meeting called for such purpose, shall, insofar as
permitted by law, be as valid and as binding as though ratified by every
stockholder of the corporation.
The corporation agrees to indemnify and save harmless any and all
officers or directors of the corporation against any and all liabilities,
judgments, sums of money and expenses (including herein any and all amount or
amounts paid in settlement) reasonably incurred by them, or any of them, in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether in law,
equity or otherwise, to which they, or any of them, may be a party, or may be
threatened by reason of being or having been an officer or director of the
corporation, or by reason of serving or having served at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the full
extent permitted by the Washington Business Corporation Act.
The names and post office addresses of the first directors of the
corporation who shall hold office until the first annual meeting of shareholders
or until their successors shall have been elected and qualified are as follows:
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Name Address
John S. Whetzell 3500 One Union Square
Seattle, WA 98101
Richard I. Clark 3500 One Union Square
Seattle, WA 98101
John E. Iverson 32nd Floor, Bank of California Center
Seattle, WA 98164
ARTICLE VI.
Incorporated
The name and post office address of the incorporator are Richard I.
Clark, 3500 One Union Square, Seattle, WA 98101.
ARTICLE VII.
Stockholders' Meeting
The annual meeting of stockholders of this corporation shall be fixed by
the Bylaws and may be changed from time to time by amending the Bylaws as
therein provided.
ARTICLE VIII
Bylaws
The authority to make, alter and repeal the Bylaws of the corporation is
hereby expressly vested in its Board of Directors, subject to the power of the
stockholders of the corporation to change or repeal such Bylaws.
IN WITNESS WHEREOF, the incorporator has hereunto set his hand on
October 23, 1985.
/s/ RICHARD I. CLARK
-----------------------------
Richard I. Clark
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CONSENT TO SERVE AS REGISTERED AGENT
I, John E. Iverson, hereby consent to serve as Registered Agent, in the
State of Washington, for NORTHLAND CABLE TELEVISION, INC. I understand that as
agent for the corporation, it will be my responsibility to receive service of
process in the name of the corporation; to forward all mail to the corporation;
and to immediately notify the office of the Secretary of State in the event of
my resignation, or of any changes in the registered office address of the
corporation for which I am agent.
DATED: October 23, 1985
/s/ JOHN E. IVERSON
---------------------------
John E. Iverson
Address:
32nd Floor, Bank of California
Center
Seattle, WA 98164
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