EXHIBIT 3.16
FILED
OCT 17 1986
SECRETARY OF STATE
STATE OF WASHINGTON
ARTICLES OF INCORPORATION
OF
INSPIRATION MEDIA, INC.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being of legal age and
having resolved to form a corporation under and by virtue of the Washington
Business Corporation Act and the laws of the State of Washington, does hereby
sign the following Articles of Incorporation and states as follows:
ARTICLE I - NAME
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The name of the corporation is Inspiration Media, Inc.
ARTICLE II - PURPOSES AND POWERS
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The general nature of the business of the corporation and the objects and
purposes proposed to be transacted, promoted, and carried on by it are:
(a) To engage in the business of radio and television broadcasting,
receiving and communications.
(b) To engage in the business of buying, leasing, renting or otherwise
acquiring and owning real, personal, or mixed property, improved or unimproved,
or any right or interest therein of any kind, nature, and description and
wheresoever situated; and to hold, possess, enjoy, manage, improve, develop, or
otherwise control the same; to change, exchange, mortgage,
pledge, hypothecate, sell, lease, assign, transfer, or otherwise dispose of the
property, and any part thereof or any right or interest therein.
(c) To buy, lease, purchase, hire, or otherwise acquire and to hold, own,
possess, enjoy, manage, develop, improve and control, build, erect, construct,
reconstruct, remodel, repair, or otherwise dispose of any lands, buildings,
offices, machinery, appliances, rights, easements, permits, privileges,
franchises, patents, trademarks, licenses, and all other things, rights,
privileges, and property which may at any time or in any place be necessary,
suitable, convenient, or profitable in the judgment of the Board of Directors
for the benefit and purpose of the corporation.
(d) To manufacture goods, wares, merchandise, and products of any nature
and description found by the corporation to be useful and valuable that it may
desire to make, use, or dispose of and to engage in the merchandising, buying,
selling, trading, importing, or exporting of its own products, equipment, and
chattels or the products of another, either wholesale or retail or both, either
as agent, broker, or manufacturer.
(e) To own, lease, acquire, use, and enjoy the benefits of trade names and
to register or copyright the same; to deal in patented articles and obtain
patents for its own inventions, formulas, principles, or products and to deal in
royalties, rights, and privileges and the like that are protected by law and
prescription through invention, discovery, or otherwise.
(f) To be a promoter, partner, member, associate, or manager of any
partnership, joint venture, trust, or other enterprise.
(g) To borrow money and make and issue notes, bonds, debentures,
obligations, and evidences of indebtedness of all kinds whether secured by
mortgage, pledge, or otherwise, without limit as to amount except as may be
prohibited by statute and to secure the same by
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mortgage, pledge, or otherwise and, generally, to make and perform agreements
and contracts of ever kind and description.
(h) To make guarantees respecting the contracts, securities, or obligations
of any person, including without limitation, any shareholder, any affiliated or
unaffiliated individual, domestic or foreign corporation, partnership,
association, joint venture or trust. The decision of the Board of Directors of
the corporation to authorize any such guarantee shall be deemed to include a
finding that such a guarantee was reasonably expected to benefit, directly or
indirectly, the corporation.
(i) To subscribe for and buy, purchase, or otherwise acquire and to own,
hold, possess, or otherwise control and to sell, assign, transfer, mortgage, or
otherwise dispose of shares of capital stock, bonds or other securities of any
other corporation or corporations created and existing under the laws of the
State of Washington or of any other state, territory, district, colonial
possession, or territorial acquisition of the United States or any foreign
country and by its duly authorized officers or by proxy to vote such stock
shares at any and all stockholders' meetings of the corporation or corporations
whose shares are so held and, while the owner thereof, to exercise all rights,
powers, authorities, and privileges of any other stockholder of such corporation
or corporations ands to issue in exchange therefor and for the purpose of
acquiring the same, its own stock, bonds, debentures, or other securities or
obligations.
(j) To hold, sell, transfer, and purchase the shares of its own capital
stock to the greatest extent permissible under any present or future law of the
State of Washington.
(k) To accept as full payment or as installment payments or as installment
payments for its stock either cash, property, promissory notes, or contracts to
provide future services, or other valuable consideration as the Board of
Directors may determine.
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(l) To appoint a duly authorized attorney-in-fact with full authority to
bind this corporation in all matters and things as fully and completely as the
officers of this corporation can do.
(m) To issue its own bonds and debentures under such terms and conditions
and to secure the same in such manner, as the Board of Directors shall determine
and to provide that the interest for the payment of such bonds may be a first
lien upon the net earnings of the corporation and to further provide that a
certain percentage of the net earnings of this corporation may be placed in a
sinking fund for the retirement of the bonds, with sums so received being
deducted as a fixed charge before the payment of any interest upon its preferred
stock, if any, or the declaring of any dividends upon its common stock.
(n) To conduct and carry on its business, or any part thereof, and to
exercise all or any of its corporate powers and rights in the State of
Washington and in the various states, territories, colonies, and dependencies of
the United States, in the District of Columbia and in all or any foreign country
or countries.
(o) To adopt and enforce Bylaws for the government of its affairs,
including the election and removal of any officer or director of this
corporation.
(p) To transact any lawful business which the Board of Directors finds will
be in aid of governmental agency.
(q) To transact any or all lawful business for which corporations may be
incorporated under Title 23A of the Revised Code of Washington.
FINALLY, this corporation has all powers and privileges in the matters and
things herein mentioned and described, contemplated, or implied by any
reasonable intendment of these Articles
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to do all things in all manner and form as fully and completely as a natural
person in law can do and has and may exercise all powers necessary or convenient
to effect its purposes.
ARTICLE III - DURATION
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The existence of this corporation is perpetual.
ARTICLE IV - STOCK
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Section 1. The corporation shall have authority to issue 1,000,000 shares
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of no par value common stock.
Section 2. Each share of stock, when issued, shall be entitled to one
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vote. Cumulative voting for directors is not allowed.
Section 3. Stock may be issued by the corporation from time to time for
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such consideration of labor, services, contracts to provide future services,
promissory notes, money, or any other tangible or intangible property as may be
fixed by the Board of Directors and as authorized by law. If stock is issued
for consideration other than cash, the Board of Directors shall make a
determination of its value.
Section 4. Stockholders shall not have preemptive rights to acquire
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unissued shares of the corporation.
ARTICLE V - REGISTERED OFFICE AND AGENT
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The location and Post Office address of the registered office of this
corporation is 3000 First Interstate Center, 999 Third Ave., Seattle,
Washington. The initial registered agent of the corporation at the above address
is Steven R. Hake. Branch offices or places of business of the corporation may
be hereafter established at any other place or places in the State of Washington
or elsewhere, whenever necessary for the proper prosecution of the objects and
purposes of the corporation.
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ARTICLE VI - BOARD OF DIRECTORS
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Section 1. The Board of Directors who shall manage the affairs of the
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corporation shall consist of one (1) or more members. Matters concerning the
number, election, removal, and powers and authority of the Board of Directors
shall be as provided in the Bylaws of the corporation.
Section 2. The Board shall adopt the initial Bylaws and has the power and
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authority to alter, amend, or repeal the Bylaws or adopt new Bylaws. The power
and authority of the Board to alter, amend or repeal the Bylaws or adopt new
Bylaws and any Bylaws so amended or adopted by the Board shall be subject to
repeal or change by action of the stockholders.
Section 3. The Board of Directors has the power and authority to
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distribute assets to its stockholders, in cash or property, to the extent
permitted by law.
Section 4. The names of the directors and post office addresses of the
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directors who shall manage the affairs of this corporation until the first
annual meeting of the stockholders or until their successors are elected and
qualified, are as follows:
Edward G. Atsinger, III
Salem Media Management
2310 Ponderosa Drive, Suite 29
Camarillo, California 98010
Section 5. The Board of Directors may by resolution passed by a majority
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of the entire Board of Directors designate two or more directors to constitute
an executive committee, which shall have and exercise the authority of the Board
of Directors in the management of the business of the corporation to the extent
provided in the resolution and permitted by law.
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ARTICLE VII - INCORPORATOR
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The name and Post Office address of the incorporator of the corporation is:
Steven R. Hake
3000 First Interstate Center
999 Third Avenue
Seattle, Washington 98104
IN WITNESS WHEREOF, the incorporator above named has hereunto set his hand
this 9th day of October, 1986.
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Steven R. Hake
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Steven R. Hake, Incorporator
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