EXHIBIT 3.36
ARTICLES OF INCORPORATION
OF
SALEM MEDIA OF COLORADO, INC.
FIRST: The name of the corporation is Salem Media of Colorado, Inc.
("Corporation").
SECOND: The address of the registered office of the Corporation in the State of
Colorado is 1535 Grant Street, Suite 140, Denver, Colorado 80203-1843
and the name of its registered agent at that address is Search Company
International.
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:
Search Company International
1535 Grant Street, Suite 140
Denver, CO 80203-1843
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 83012
Stuart Epperson 4880 Santa Rosa Road
Suite 300
Camarillo, CA 83012
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, 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.
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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(1)(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.
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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.
Name: Robert A. as President for Search
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Company International
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Incorporator
Date: 8/10/93
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FILED COPY
RECEIVED
STATE OF
931082450
8/11/93
61606
001
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FEE $50.00
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SUBMIT ORIGINAL OCR AND
ONE COPY PROFIT CORPORATION
NAME AND PRINCIPAL ADDRESS
CORP OCR
ARTICLES OF INCORPORATION
NAME Salem Media of Colorado, Inc.
STREET 1535 Grant Street, Suite 140 CITY Denver STATE CO ZIP 80203
THIS DOCUMENT MUST BE TYPED IN BLACK
SECRETARY OF STATE - 1560 BROADWAY #200, DENVER, CO 80202
(303) 894-2200 EXT 2
CUMULATIVE VOTING SHARES OF STOCK IS AUTHORIZED. YES [ ] NO [X] IF DURATION IS
LESS THAN PERPETUAL ENTER NUMBER OF YEARS
THERE ARE PROVISIONS LIMITING OR DENYING TO SHAREHOLDERS THE PREEMPTIVE RIGHT TO
ACQUIRE ADDITIONAL OR TREASURY SHARES OF THE CORPORATION YES [ ] NO [X] IF YES:
state provisions on a separate 8 1/2x11 sheet of paper.
STOCK INFORMATION: (if additional space is needed, continue and separate 8
1/2x11 sheet of paper).
STOCK CLASS Common AUTHORIZED SHARES 1000 PAR VALUE no par
STOCK CLASS AUTHORIZED SHARES PAR VALUE
THE NAME OF THE INITIAL REGISTERED AGENT AND THE ADDRESS OF THE REGISTERED
OFFICE IS: (corporations use LAST NAME space)
LAST NAME Search Company International FIRST & MIDDLE NAME
STREET 1535 Grant Street, Suite 140 CITY Denver STATE CO ZIP 80203-1843
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DIRECTORS: HOW MANY DIRECTORS CONSTITUTE THE INITIAL BOARD OF DIRECTORS OF THE
CORPORATION?
THE NAMES AND ADDRESSES OF THE PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE
1ST ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED ARE: (If more than three, continue on a 8 1/2 x 11 sheet of paper)
LAST NAME Atsinger FIRST & MIDDLE NAME Edward G., III
STREET 4880 Santa Rosa Road, Suite 300 CITY Camarillo STATE CA ZIP 93012
LAST NAME Epperson FIRST & MIDDLE NAME Stuart
STREET 4880 Santa Rosa Road, Suite 300 CITY Camarillo STATE CA ZIP 93012
LAST NAME FIRST & MIDDLE NAME
STREET CITY STATE ZIP
INCORPORATORS: NAMES AND ADDRESSES: (If more than two, continue on a separate
8 1/2x11 sheet of paper).
NAME ADDRESS
x Search Company International 1535 Grant Street, Suite 140, Denver, CO 80203
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x
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I/WE THE UNDERSIGNED PERSON(S) OF THE AGE OF 18 YEARS OR MORE, ACTING AS
INCORPORATOR(S) OF A CORPORATION UNDER THE COLORADO CORPORATION CODE, ADOPT THE
ABOVE ARTICLES OF INCORPORATION. THE CORPORATION IS ORGANIZED FOR ANY LAWFUL
PURPOSE. A MORE SPECIFIC PURPOSE MAY BE STATED ON A SEPARATE 8 1/2x11 SHEET OF
PAPER).
x Robert A. as President x
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SIGNATURE SIGNATURE
for SEARCH COMPANY INTERNATIONAL
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PLEASE READ REVERSE SIDE BEFORE COMPLETING
No.15.Rev.12-91. ARTICLES OF INCORPORATION (Profit)(OCR) Bradford Publishing,
1743 Wazee St., Denver, CO 80202 - (303)292-2599 - 12-91
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