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EXHIBIT 3.2
FILED
STATE OF WASHINGTON
MAY 2 1994
RALPH MUNRO
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
NORTHLAND CABLE NEWS, INC.
ARTICLE 1. NAME
The name of this corporation is "Northland Cable News, Inc."
ARTICLE 2. PURPOSES
This corporation is organized for the following purposes:
2.1 To engage in the business of developing and producing news
programming.
2.2 To hold interests in other businesses and to engage in any business,
trade or activity which may be conducted lawfully by a corporation organized
under the Washington Business Corporation Act.
ARTICLE 3. SHARES
The corporation is authorized to issue One Thousand (1,000) shares of
common stock and each share shall have a par value of One Dollar ($1.00).
ARTICLE 4. NO PREEMPTIVE RIGHTS
Except as may otherwise be provided by the board of directors, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.
ARTICLE 5. NO CUMULATIVE VOTING
At each election for directors, every shareholder entitled to vote at
such election has the right to vote in person or by proxy the number of shares
held by such shareholder for as many persons as there are directors to be
elected. No cumulative voting for directors shall be permitted.
Articles of Incorporation Page 1
of Northland Cable News, Inc.
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ARTICLE 6. BYLAWS
The board of directors shall have the power to adopt, amend or repeal
the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent power
of the shareholders to adopt, alter, amend or repeal the Bylaws.
ARTICLE 7. REGISTERED AGENT AND OFFICE
The name of the initial registered agent of this corporation and the
address of its initial registered office are as follows:
RSC Corporation
1201 Third Avenue, Suite 3400
Seattle, WA 98101
ARTICLE 8. DIRECTORS
The number of directors of this corporation shall be fixed by the Bylaws
and may be increased or decreased from time to time in the manner specified
therein. The initial board of directors shall consist of three (3) directors,
and the names and addresses of the persons who shall serve as directors until
the first annual meeting of shareholders and until their successors are elected
and qualified, unless one or more of such persons resigns or is removed, are:
John S. Whetzell
1201 Third Avenue, Suite 3600
Seattle, WA 98101
Richard I. Clark
1201 Third Avenue, Suite 3600
Seattle, WA 98101
John E. Iverson
1201 Third Avenue, Suite 3400
Seattle, WA 98101
Articles of Incorporation Page 2
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ARTICLE 9. SHAREHOLDER VOTING REQUIREMENT
FOR CERTAIN TRANSACTIONS
In order to be adopted by the shareholders, an amendment of the Articles
of Incorporation, a plan of merger or share exchange, the sale, lease, exchange,
or other disposition of all, or substantially all, of the corporation's assets
other than in the usual and regular course of business, or the dissolution of
the corporation must be approved by the shareholders entitled to vote thereon by
sixty-six percent (66%) of all the votes entitled to be cast.
ARTICLE 10. 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 23B.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.
ARTICLE 11. INDEMNIFICATION OF DIRECTORS AND OFFICERS
11.1 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
Articles of Incorporation Page 3
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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.
11.2 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.
11.3 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.
Articles of Incorporation Page 4
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11.4 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.
11.5 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 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.
ARTICLE 12. TRANSACTIONS WITH INTERESTED SHAREHOLDERS
This corporation elects to be covered by the provisions of the Washington
Business Corporation Act concerning transactions with interested shareholders,
as therein defined, whether or not this corporation may at any time have fewer
than three hundred (300) holders of record of its shares.
ARTICLE 13. INCORPORATOR
The name and address of the incorporator are:
James A. Penney
1201 Third Avenue, Suite 3600
Seattle, WA 98101
EXECUTED this 24th day of April, 1994.
/s/ JAMES A. PENNEY
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James A. Penney, Incorporator
Articles of Incorporation Page 5
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CONSENT TO SERVE AS REGISTERED AGENT
RSC Corporation hereby consents to serve as Registered Agent, in the
State of Washington, for Northland Cable News, Inc. It understands that as agent
for the corporation, it will be its 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 its
resignation, or of any changes in the registered office address of the
corporation for which it is agent.
RSC Corporation
April 29, 1994 By /s/ KEVIN J. COLLETTE
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Date Print Name Kevin J. Collette
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Its Vice President
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1201 Third Avenue, Suite 3400
Seattle, Washington 98101
Articles of Incorporation Page 6
of Northland Cable News, Inc.