EXHIBIT 3.40
APPROVED
By BRF
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Date 7-29-81
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Amount 75.00
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ARTICLES OF INCORPORATION
OF
SALEM MEDIA OF OHIO, INC.
The undersigned, a citizen of the United States, desiring to form a
corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of
Ohio, does hereby certify:
FIRST: Name. The name of the corporation shall be Salem Media of Ohio,
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Inc.
SECOND: Principal Office. The place in Ohio where its principal office is
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to be located is the Township of Orange, Delaware County, Ohio.
THIRD: Purpose. The purpose for which it is formed is to engage in any
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lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: Shares. The maximum number of shares which the corporation is
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authorized to have outstanding is seven hundred fifty (750) shares, all of which
shall be common shares without par value.
FIFTH: Repurchase of Shares. The corporation, through its Board of
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Directors, shall have the right and power to repurchase any of its outstanding
shares at such price and upon such terms as may be agreed upon between the
corporation and the selling shareholder or shareholders.
SIXTH: Conflict of Interest. A director or officer of the corporation
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shall not be disqualified by his office from dealing or contracting with the
corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any
transaction, contract or act of the corporation be void or voidable or in any
way affected or invalidated by reason of the fact that any director or officer
or any firm of which such director or officer is a shareholder, director or
officer, is in any way interested in such transaction, contract or act, provided
the fact that such director, officer, firm or corporation is so interested shall
be disclosed or shall be known to the Board of Directors or such members thereof
as shall be present at any meeting of the Board of Directors, at which action
upon any such contract, transaction or act shall be taken; nor shall any such
director or officer be accountable or responsible to the corporation for or in
respect of any such transaction, contract or act of the corporation, or for any
gains or profits realized by him by reason of the fact that he or any firm of
which he is a member, or any corporation of which he is a shareholder, officer
or director, is interested in such transaction, contract or act and any such
director or officer, if such officer is a director, may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
of the corporation which shall authorize or take action in respect of any such
contract, transaction or act and may vote thereat to authorize, ratify or
approve any such contract, transaction or act, with like force and effect as if
he or any firm of which he is a member, or any corporation of which he is a
shareholder, officer or director, were not interested in such transaction,
contract or act.
SEVENTH: Indemnification. Every person who is a director, officer, or
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employee of the corporation or a former director, officer or employee of the
corporation, or a person who is serving or has served at the request of the
corporation as a director, officer or employee of another corporation is hereby
indemnified against expenses, judgments, decrees, fines, penalties or amounts
paid in settlement in connection with the defense of any pending or threatened
action, suit, or proceeding, criminal or civil, to which he is or may be made a
party by reason of being or having been such director, officer or employee,
provided he is determined by the directors of the corporation acting at a
meeting at which a quorum consisting of directors who are not parties to
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or threatened with any such action, suit or proceeding is present (a) not to
have been negligent or guilty of misconduct in the performance of his duty to
the corporation of which he is such director, officer or employee; (b) to have
acted in good faith in what he reasonably believed to be the best interest of
such corporation; and (c) in any matter the subject of a criminal act, suit, or
proceeding, to have had no reasonable cause to believe that his conduct was
unlawful; provided, however, no director who is a party to or threatened with
any such action, suit or proceeding shall be qualified to vote on such matter.
Alternatively such determinations may be made (a) by a court of competent
jurisdiction, (b) by the shareholders of the corporation at a meeting held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise a majority of voting power of the corporation on such proposal or (c)
adopted by the shareholders of the corporation without a meeting by the written
consent of the holders of shares entitling them to exercise two-thirds of the
voting power on such proposal.
Such indemnification shall not be deemed exclusive of any other rights to
which such director, officer or employee may be entitled including, without
limiting the generality of the foregoing, any insurance purchased by the
corporation.
EIGHTH: Stated Capital. The amount of stated capital with which the
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corporation shall begin business is Five Hundred Dollars ($500.00).
IN WITNESS WHEREOF, I have hereunto subscribed my name this 28th day of
July, 1981.
E. James Hopple
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Incorporator
E. JAMES HOPPLE
[End of Articles of Incorporation]
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