EXHIBIT 3.38
ARTICLES OF INCORPORATION
OF
SALEM MEDIA OF LOUISIANA, INC.
The undersigned, acting pursuant to the Business Corporation Law of
Louisiana, adopts the following Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation is Salem Media of Louisiana, Inc.
ARTICLE II
PURPOSE
The purposes of the Corporation are to construct, own and/or operate
broadcast facilities licensed by the Federal Communications Commission and to
engage in any lawful activity for which corporations may be formed under the
Business Corporation Law.
ARTICLE III
CAPITAL
The Corporation has authority to issue an aggregate of 10,000 shares of
stock, all of which are designated common stock having no par value per share.
ARTICLE IV
SHAREHOLDER CONSENTS
Whenever the affirmative vote of shareholders is required to authorize or
constitute corporate action, the consent in writing to such action signed only
by shareholders holding that proportion of the total voting power on the
question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
ARTICLE V
DIRECTOR'S PROXIES
Any director absent from a meeting of the Board of Directors or any
committee thereof may be represented by any other director or shareholder, who
may cast the vote of the absent director according to the written instructions,
general or special, of the absent director.
ARTICLE VI
REVERSION
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall, at the expiration of such time, revert in
full ownership to the Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease; provided that the board of directors may, at any time, for any
reason satisfactory to it, but need not, authorize (1) payment of the amount of
any cash or property dividend or redemption price or (2) issuance of any shares,
ownership of which has reverted to the Corporation pursuant to this Article VI,
to the entity who or which would be entitled thereto had such reversion not
occurred.
ARTICLE VII
INCORPORATOR
The name and post office address of the incorporator is:
Leslie L. Simon
700 Camp Street
New Orleans, LA 70130
WITNESSES:
/s/ Nancy D. Vickmani /s/ Leslie L. Simon
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/s/ Jill Ledbetter Incorporator
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ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and appeared Leslie
L. Simon, to me known to be the person who signed the foregoing instrument as
Incorporator, and who, having been duly sworn, acknowledged and declared, in the
presence of the two witnesses whose names are subscribed above, that she signed
such instrument as her free act and deed for the purposes mentioned therein.
IN WITNESS WHEREOF, the appearer, witnesses and I have hereunto affixed our
hands on this 14th day of April , 1986, at New Orleans, Louisiana.
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WITNESSES:
/s/ Nancy D. Vickmani /s/ Leslie L. Simon
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Incorporator
/s/ Jill Ledbetter
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/s/ Michael A. Mayhall
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NOTARY PUBLIC
INITIAL REPORT BY DOMESTIC CORPORATIONS
(To be filed when the Articles of Incorporation are filed)
(R.S. 1950, 12:101)
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State of Louisiana
Parish of Orleans
TO: The Secretary of State
Baton Rouge, Louisiana
Complying with R.S. 1950, 12:101, Salem Media of Louisiana, Inc., hereby makes
its initial report as follows:
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Municipal Address of Location of its Registered Office
700 Camp Street
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New Orleans, Louisiana 70130
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Name & Municipal Address or Location of Each Registered Agent
Bradford D. Carey
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700 Camp Street
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New Orleans, Louisiana 70130
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Name & Address of the First Directors (if selected when articles are filed)
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Dated at New Orleans, Louisiana, on the 14th day of April , 1986
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/s/ Leslie L. Simon
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(To be signed by each incorporator)