EXHIBIT 3.06
ARTICLES OF INCORPORATION FILED COPY
OF
BISON MEDIA, INC. 961049899 M$60.00
SECRETARY OF STATE
04-11-96 11:45
FIRST: The name of the corporation is Bison Media, Inc.
SECOND: The address of the registered office of the Corporation in the State
of Colorado is 6760 CORPORATION DR., SUITE 340, COLORADO SPRINGS,
COLORADO, 80919 and the name of its registered agent at that address
is Ken Sasso.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the laws of the
state of Colorado. In furtherance of the foregoing purposes, the
Corporation shall have and may exercise all of the rights, powers and
privileges now or hereafter conferred upon corporations organized
under the laws of the State of Colorado. In addition, it may do
everything necessary, suitable or proper for the accomplishment of any
of its corporate purposes.
FOURTH: The Corporation shall be authorized to issue one class of stock
designated "Common Stock." The total number of shares which the
Corporation shall have authority to issue is 1,000, each having no par
value.
Each shareholder of record shall have one vote for each share of stock
which is outstanding in his or her name on the books of the
Corporation and which is entitled to vote. In the election of
directors each shareholder shall be entitled to cast for any one
candidate no greater number of votes than the number of shares held by
such shareholder; no shareholder shall be entitled to cumulate votes
on behalf of any candidate.
No shareholder of the Corporation shall have any preemptive or similar
right to acquire any additional unissued or treasury shares of stock,
or other securities of any class, or any rights, warrants or options
to purchase stock, or securities of any kind convertible into stock or
bearing stock purchase warrants or privileges.
The Board of Directors of the Corporation (the "Board") may from time
to time distribute to the shareholders in partial liquidation, or out
of stated capital or capital surplus of the Corporation, a portion of
its assets; in cash or property, subject to the limitations contained
in the statutes of Colorado.
The Corporation shall have the right to impose restrictions on the
transfer of shares of the Corporation.
A quorum for shareholder meetings will consist of a majority of the
shares issued and outstanding and entitled to vote at the meeting.
When a quorum is present, and notwithstanding that the applicable
statute requires a vote of two-thirds of the shares entitled to vote
to take action, the affirmative vote of a majority of the shares
issued and outstanding and entitled to vote on the subject matter
shall be the act of the shareholders.
FIFTH: The name and mailing address of the incorporator of the Corporation
is:
Jonathan L. Block, Esq.
Salem Communications Corporation
4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
SIXTH: The number of directors shall be no less than two and no greater than
five, except that there need be only as many directors as there are
shareholders if the outstanding shares are held of record by fewer
than three persons. The term of office of each director shall be
until the next annual meeting of the shareholders and thereafter until
his or her successor is elected and qualified.
The initial Board shall consist of two persons who shall serve until
their successors are elected and qualified. The beginnings of the
terms of office of the directors shall be contemporaneous. The names
and addresses of the initial directors are:
Edward G. Atsinger, III 4880 Santa Rosa Road
Suite 300
Camarillo, Ca 93012
Stuart Epperson 4880 Santa Rosa Road
Suite 300
Camarillo, Ca 93012
SEVENTH: In furtherance and not in limitation of the powers conferred by
statue, the Board is expressly authorized to make, repeal, alter,
amend and rescind the Bylaws of the Corporation.
EIGHTH: Elections of the directors may be by written ballot if the Board so
determines.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights
conferred on shareholders herein are granted subject to this
reservation.
TENTH: No Contract or transaction between the Corporation and one or more of
its directors, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more
of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for that reason
or solely because the director or officer is present at or
participates
in the meeting of the Board or committee thereof which authorizes,
approves, or ratifies the contract or transaction or solely because
his or their votes are counted for such purpose if the contract or
transaction was fair as to the Corporation.
ELEVENTH: The Corporation is authorized to eliminate or limit the personal
liability of its directors in accordance with and subject to the
limitations of the terms of Colorado Revised Statutes (S) 7-3-101(i)
(u) as follows: No director shall be personally liable to the
Corporation or its shareholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the
foregoing, a director shall be liable to the extent provided by
applicable law (i) for breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for acts specified in Section 7-5-114 of the
Colorado Corporation code, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Colorado
Corporation Code is amended after the effective date of this Eleventh
Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director
will be eliminated or limited to the fullest extent permitted by the
Colorado Corporation Code, as so amended. Any repeal or modification
of this Eleventh Article by the shareholders of the Corporation shall
not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
TWELFTH: The Corporation is authorized to provide indemnification of its
directors, officers, employees and agents in accordance with and
subject to the limitations of the terms of Colorado Revised Statutes
(S) 7-3-101.5. Such indemnification may be provided pursuant to the
Corporation's Bylaws, by vote of the shareholders or of disinterested
directors, by agreement or otherwise.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and
without the State of Colorado, and pursuant to the Colorado
Corporation Code, does make and file these Articles of Incorporation
as of this 29th day of March, 1996.
Name: Jonathan L. Block
--------------------------
Jonathan L. Block, Esq.
Incorporator
PLEASE INCLUDE A TYPED MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 001
SELF-ADDRESSED ENVELOPE CORPORATIONS SECTION
MUST BE TYPED 1560 BROADWAY, SUITE 200 961049899 M $60.00
FILING FEE: $50.00 DENVER, CO 80202 SECRETARY OF STATE
MUST SUBMIT TWO COPIES (303) 894-2251 04-11-96 11:45
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FAX (303) 894-2242
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ARTICLES OF INCORPORATION
Corporation Name Bison Media, Inc.
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Principal Business Address 6760 Corporate Dr., Suite 340, Colorado Springs, CO 80919
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(Include City, State, Zip)
Cumulative voting shares of stock is authorized. Yes [ ] No [x]
If duration is less than perpetual enter number of years
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Preemptive rights are granted to shareholders. Yes [ ] No [x]
STOCK INFORMATION: (If additional space is needed, continue on a separate sheet of paper.)
Stock Class Common Authorized Shares 1,000 Par Value None
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Stock Class Authorized Shares Par Value
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The name of the initial registered agent and the address of the registered office is: (If another corporation,
use last name space)
Last Name Sasso First & Middle Name Ken
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Street Address 6760 Corporate Dr., Suite 340, Colorado Springs, CO 80919
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(Include City, State, Zip)
THE UNDERSIGNED CONSENTS TO THE APPOINTMENT AS THE INITIAL REGISTERED AGENT.
Signature of Registered Agent Kenneth W. Sasso
These articles are to have a delayed effective date of:
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INCORPORATORS: Names and addresses: (If more than two, continue on a separate sheet of paper.)
NAME ADDRESS
Jonathan L. Block
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4880 Santa Rosa Rd., Ste 300
Camarillo, CA 93012
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Incorporators who are natural persons must be 18 years or more. The undersigned, acting as incorporator(s) of a
corporation under the Colorado Business Corporation Act, adopt the above Articles of Incorporation.
Signature Jonathan L. Block Signature
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REVISED 7/95