EXHIBIT 3.20
RECEIVED THE COMMONWEALTH OF MASSACHUSETTS
AUG 31 1977 ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 1__
CORPORATION DIVISION =======================================
SECRETARY'S OFFICE
A TRUE COPY ATTEST I hereby certify that, upon an examination of
the within-written articles of organization,
/s/ Paul Guzzi duly submitted to me, it appears that the
PAUL GUZZI provisions of the General Laws relative to the
SECRETARY OF THE COMMONWEALTH organization of corporations have been complied
DATE 4/13/78 CLERK J F. K with, and I hereby approve said articles and the
------- ------ filing fee in the amount of $125.00 having been
(THIS CERTIFICATION STAMP paid, said articles are deemed to have been
REPLACES filed with me this 31st day of August 1977.
OUR PREVIOUS CERTIFICATION
SYSTEM.) /s/ Paul Guzzi
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Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF ARTICLES OR ORGANIZATION TO BE SENT
TO:
KNEELAND KYDD & HARDY
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ONE STATE ST.
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BOSTON MA. 02109
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617-523-5110
FILING FEE: 1/20 of 1% of the total amount of the authorized
capital stock with par value, and one cent a share for all
authorized shares without par value, but not less than $75.
General Laws, Chapter 156B.
Copy Mailed OCT 3 1977
The Commonwealth of Massachusetts
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
Name
----
(including given name in full) POST OFFICE ADDRESS
David J. Van Oss One State Street
Boston, Massachusetts 02109
does hereby associate as incorporator with the intention of forming a
corporation under the provisions of General Laws, Chapter 156B.
1. The name by which the corporation shall be known is:
NEW ENGLAND CONTINENTAL MEDIA INC.
2. The purposes for which the corporation is formed are as follows:
(A) To engage in the radio or television broadcasting, communicating, and
receiving business, and in the business of communicating,
transmitting, and receiving by any other method now in use or
hereafter discovered; and to buy, sell, trade in, at wholesale and
retail, import, expert, manufacture, rent, handle, and use instruments
of precision, transmitting and receiving apparatus for broadcasting or
other purposes, recording and reproducing instruments of any kind or
nature used in conjunction therewith or incidental or necessary
thereto, and to conduct the business of rendering service in the
installation, operation, supply of parts, repair, maintenance, and
upkeep of such apparatus, instrument, or accessories.
(B) To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraph.
NOTE: If provisions for which the space provided under Articles 2, 4, 5 and 6 is
not sufficient, additions should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each Article where the provision is set
out. Continuation sheets shall be on 8 1/2 x 11" paper and must have a left-
hand margin 1 inch wide for binding. Only one side should be used.
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WITHOUT PAR
CLASS OF STOCK VALUE WITH PAR VALUE
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NUMBER OF NUMBER OF PAR AMOUNT
SHARES SHARES VALUE
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Preferred None $
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Common 12,500
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*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges
as to each class thereof and any series now established:
None
*5. The restrictions, if any, imposed by the Articles of Organization upon
the transfer of shares of stock of any class are as follows:
None
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, deferring, or regulating the powers of the corporation, or
of its directors or stockholders, or of any class of stockholders:
See Page 6A attached
7. By-laws of the corporation have been duly adopted and at which the initial
directors, president, treasurer and clerk, whose names are set out below
have been duly elected.
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8. The following information shall not for any purpose be treated as a
permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation in Massachusetts is: Statler Office Building, Boston,
Massachusets
b. The name, residence, and post office address of each of the initial
directors and following officers of the corporation elected at the
first meeting are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: David J. Van Oss Framingham, Ma. OneState Street
Boston, Ma. 02109
Treasurer: David J. Van Oss Framingham, Ma. One State Street
Boston, Ma. 02109
Clerk: David J. Van Oss Framingham, Ma. One State Street
Boston, Ma. 02109
Directors: David J. Van Oss Framingham, Ma. One State Street
Boston, Ma. 02109
c. The date initially adopted on which the corporation's fiscal year
ends is:
December 31
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is:
Third Tuesday of July
e. The name and business address of the resident agent, if any, of the
corporation is:
IN WITNESS WHEREOF, and under the penalties of perjury, I, the above-named
INCORPORATOR, hereto sign my name, this 31st day of August 1977.
/s/ David J. Van Oss
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Article 6
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6. Other lawful provisions for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining or regulating the powers of the corporation, or of its directors or
stockholders, of any class of stockholders:
(a) The directors may make, amend or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the United
States.
(c) The corporation may be a partner in any business enterprise it
would have power to conduct by itself.
(d) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer or stockholder
of this corporation individually, or any individual having any interest in any
concern which is a stockholder of this corporation, or any concern in which any
such directors, officers, stockholders or individuals have any interest, may be
a party to, or may be pecuniarily or otherwise interested in, any contract,
transaction or other act of this corporation, and
(1) such contract, transactions or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit
realized through any such contract, transaction or act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize any
such contract, transaction or act, and may vote to authorize the
same:
the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member or beneficiary of any
concern; and
the term "concern" meaning any corporation, association, trust, partnership,
firm, person or other entity other than this corporation.
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