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Exhibit 3(i)(c)
ARTICLES OF INCORPORATION
OF
CITADEL LICENSE, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under
the laws of the State of Nevada, hereby adopts the following Articles of
Incorporation.
ARTICLE I
NAME OF THE CORPORATION
The name of the Corporation shall be Citadel License, Inc.
ARTICLE II
REGISTERED AGENT AND REGISTERED ADDRESS
The address of the Corporation's registered office in the State of
Nevada is c/o The Corporation Trust Company of Nevada, One East First Street,
City of Reno, County of Washoe, State of Nevada. The name of the Corporation's
resident agent at such address is The Corporation Trust Company of Nevada.
ARTICLE III
PURPOSE OF THE CORPORATION
The purpose of the Corporation is to hold licenses relating to the
operation of radio stations, and to engage in any or all lawful activity for
which corporations may be organized under the General Corporation Law of the
State of Nevada.
ARTICLE IV
CAPITAL STOCK - IN GENERAL; FCC MATTERS
1. The total number of shares of capital which the Corporation shall
have the authority to issue is Forty Thousand (40,000) shares, all of which
shall be Common Stock. The par value of each share of Common Stock is $0.001.
The shares of the Corporation, after the subscription price therefore has been
paid, shall not be subject to assessment to pay
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the debts of the Corporation, and no shares issued as fully paid up shall ever
be assessable or assessed.
2. Notwithstanding any provisions contained herein to the contrary,
unless or until all requisite approvals have been obtained from the FCC (as
defined below) (the "FCC Approvals"), (i) no stockholders other than the
holders of Common Stock shall possess any voting rights except as permitted by
law; (ii) no stockholder other than the holders of Common Stock may nominate,
appoint or designate any Members of the Board of Directors; and (iii) no
stockholder shall be entitled to exercise any conversion rights or voting
rights, the result of which would cause the Corporation to be in violation of
the rules, regulations or policies of the FCC.
3. In accordance with the Federal Communications Act of 1934, as
amended ("Communications Act"), and the rules, regulations and policies
promulgated by the FCC thereunder ("FCC Regulations"), the Board of Directors
of the Corporation may; (a) prohibit the ownership or voting of more than 20%
of the Corporation's outstanding capital stock by or for the account of aliens
or their representatives or by a foreign government or representative thereof
or by any corporation organized under the laws of a foreign country
(collectively "Aliens"), or by or for corporations of which any officer is an
Alien, more than one-fourth of its directors are Aliens, or of which more than
one-fourth of its capital stock is owned of record or voted by Aliens, or any
other entity that is (i) subject to or deemed to be subject to management
influences by Aliens, or (ii) the equity of which is owned, controlled by, or
held for the benefit of, Aliens in a manner that would cause the Corporation to
be in violation of the Communications Act or the FCC Regulations; (b) prohibit
any transfer of the Corporation's stock which would cause more than 20% of the
Corporation's outstanding capital stock to be owned or voted by or for any
person or entity designated in foregoing clause (a); and (c) prohibit the
ownership, voting or transfer of any portion of its outstanding capital stock
to the extent the ownership, voting or transfer of such portion would cause the
Corporation to violate or otherwise result in violation of any provision of the
Communications Act or the FCC Regulations.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of this Corporation shall be conducted by a
Board of Directors, the size of which is initially set at seven (7) board
members. The size of the Board may be increased or decreased from time to time
as set forth in the Corporation's Bylaws. The following named persons shall
constitute the first Board of Directors of this Corporation until the first
annual meeting of the shareholders, or until their successors are elected and
qualify:
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Lawrence R. Wilson Scott E. Smith Mark Leavitt
1015 Eastman Drive 200 West Madison Street Oppenheimer Tower
Bigfork, MT 59911 Suite 3510 World Financial Center
Chicago, IL 60606 New York, NY 10281
Jay Grossman
160 Commonwealth Ave. Royce Yudkoff Peggy Koenig
Apt. 708 188 Heath Street 209 Ridgeway Road
Boston, MA 02116 Chestnut Hills, MA 02167 Weston, MA 02193
Michael Ahearn
c/o Satloc, Inc.
4670 South Ash Avenue
Tempe, AZ 85285
The Board of Directors may establish, alter or dissolve committees
from time to time in accordance with applicable law.
ARTICLE VI
LIABILITY
To the fullest extent permitted by General Corporation Law of the
State of Nevada in effect from time to time and to no greater extent, no
officer or member of the Board of Directors shall be liable for monetary
damages for breach of fiduciary duty in his or her capacity as an officer or
director in any action brought by or on behalf of the Corporation or any of its
shareholders
ARTICLE VII
INDEMNIFICATION
To the fullest extent permitted by law, the Corporation shall
indemnify any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he or she is or was a director of the Corporation or any
predecessor of the Corporation or serves or served any other enterprise as
director at the request of the Corporation or any predecessor of the
Corporation
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ARTICLE VIII
INCORPORATOR
The name and address of the incorporator of the Corporation is John D.
Forster, c/o Osborn Maledon, P.A., 2929 North Central Avenue, 21st Floor,
Phoenix, AZ 85012.
ARTICLE IX
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE X
NO PREEMPTIVE RIGHTS
The shareholders of the Corporation shall have no preemptive rights.
IN WITNESS WHEREOF, the undersigned has caused these Articles to be
executed as of the 5th day of September, 1996.
/s/ John D. Forster
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John D. Forster
Incorporator
STATE OF ARIZONA )
) SS.
County of Maricopa )
On this, the 5th day of September, 1996, before me, the undersigned
officer, personally appeared John D. Forster, known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Verliann H. K. Davis
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Notary Public
My Commission Expires:
OFFICIAL SEAL
VERLIANN H. K. DAVIS
NOTARY PUBLIC - ARIZONA
MARICOPY COUNTY
My Comm. expires Jan. 18, 2000
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