EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
of
INTEREP NATIONAL RADIO SALES, INC.
Under Section 807 of the Business Corporation Law
Haley, Bader & Potts
Suite 600
2000 M Street, N.W.
Washington, D.C. 20036
RESTATED
CERTIFICATE OF INCORPORATION
of
INTEREP NATIONAL RADIO SALES, INC.
Under Section 807 of the
Business Corporation Law
Pursuant to the provisions of Section 807(a) of the Business
Corporation Law of the State of New York and pursuant to a resolution duly
adopted by the Board of Directors, the undersigned corporation hereby adopts the
following restated certificate of incorporation:
ONE. The name of the corporation is INTEREP NATIONAL RADIO SALES,
INC. The name under which the corporation was originally incorporated was
McGAVREN -QUINN CORPORATION.
TWO. The Certificate of Incorporation was filed in the office of
the Secretary of State of the State of New York on March 31, 1958.
THREE. The text of the Certificate of Incorporation as Restated, and
without further change, is as follows:
1. The name of the corporation is INTEREP NATIONAL RADIO SALES, INC.
2. The purposes for which the corporation is formed are:
To engage in all phases of the radio, television and
advertising business; including, without intending to limit the generality of
the foregoing, to act as representative of television and radio stations in the
sale of broadcast time, to act as representative of purchasers of broadcast
time, to own, operate, license, lease, or sublease television and radio
broadcasting stations and otherwise to do anything in connection therewith that
a natural person could do.
As principal, agent, or broker, and on commission or
otherwise: to buy, sell, exchange, lease, let, grant, or take licenses in
respect of, improve, develop, repair, manage, maintain and operate real property
of every kind, corporeal and incorporeal, and every kind of estate, right or
interest therein or pertaining thereto; to construct, improve, repair, raze and
wreck buildings, structures and works of all kinds for itself or for others; to
buy, sell and deal in building materials and supplies; to advance loans secured
by mortgages or other liens on real estate. To act as loan broker. Generally to
do everything suitable, proper and conducive to the
successful conduct of a real estate business and real estate agency and
brokerage business in all its branches and departments.
To take, buy, purchase, exchange, hire, lease or otherwise acquire and
dispose of real property.
To purchase, sell, manufacture and deal in materials, goods, wares,
and merchandise of any and every kind and to carry on any lawful trade or
business incident to or proper or useful in connection with such purchase, sale,
manufacture and dealing; to carry on any kind of retail or wholesale mercantile
business.
To sell, manage, improve, develop, assign, transfer, convey, lease,
sublease, pledge or otherwise alienate or dispose of, and to mortgage or
otherwise encumber the lands, buildings, real property, chattels, real and other
property of the corporation real and/or personal and wheresoever situate, and
any and all legal and equitable rights therein.
To borrow money, and, from time to time, make, accept, endorse,
execute and issue bonds, debentures, promissory notes, bills of exchange and
other obligations of the corporation for moneys borrowed or in payment for
property acquired or for any of the other objects or purposes of the corporation
or its business, and to secure the payment of any such obligations by mortgage,
pledge, deed, indenture, agreement or other instrument of trust, or by other
lien upon, assignment of or agreement in regard to all or any part of the real
or personal property, interests, rights, franchises or privileges of the
corporation whenever situated, whether now owned or hereafter to be acquired.
To purchase or otherwise acquire its own shares of stock (so far as
may be permitted by law) and its bonds, debentures, notes, scrip or other
securities or evidences of indebtedness, and to cancel or to hold, transfer or
re-issue the same to such persons, firms, corporations, or associations and upon
such terms and conditions as the Board of Directors may in its discretion
determine without offering any thereof on the same terms or on any terms to the
stockholders then of record.
To do any or all things to the same extent and as fully as natural
persons might or could do, and in any part of the world, and as principal,
agent, contractor or otherwise, and either alone or in conjunction with any
other persons, firms, associations, or corporations.
To conduct its business in all its branches in the State of New York,
other states, the District of Columbia, the territories and colonies of the
United States, and in foreign countries, and to have one or more offices out of
the State of New York, and to hold, purchase, mortgage and convey real and
personal property both within and without the State of New York.
To do all and everything necessary and proper for the accomplishment
of the objects herein enumerated or necessary or incidental to the protection
and benefit of the corporation, and in general to carry on any lawful business
necessary to the attainment of the purposes of this corporation, whether such
business is similar in nature to the objects and powers hereinabove set forth,
or otherwise; but nothing hereinabove stated shall be construed to give this
corporation any rights, powers or privileges not permitted by the laws of the
State of New York to corporations organized under the Stock Corporation Law of
the State of New York.
The foregoing clauses shall be construed as objects, purposes and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the general
powers of this corporation.
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3. (a) The aggregate number of shares which the Corporation shall have
authority to issue is One Million (1,000,000) shares, all of which shares
shall be Common Stock, par value $.04 per share.
(b) No holder of shares of the Corporation shall be entitled as of
right to subscribe for, purchase or receive any new or additional shares,
whether no or hereafter authorized, or any notes, bonds, debentures, or
other securities convertible into, or carrying options or warrants to
purchase, shares; but all such new or additional shares or notes, bonds,
debentures, or other securities convertible into, or carrying options or
warrants to purchase, shares may be issued or disposed of by the Board of
Directors to such persons and on such terms as it, in its absolute
discretion, may deem advisable.
4. The office of the corporation shall be located in the Borough of Manhattan,
County of New York, City and State of New York.
5. The duration of the corporation shall be perpetual.
6. The number of directors shall be not less than three, nor more than eleven,
none of whom need to be stockholders.
7. Any director of this corporation may be removed at any annual or special
meeting of stockholders, either with or without cause, by the same vote as
that required to elect a director.
8. The Secretary of State is designated as the agent of the corporation upon
whom process in any action or proceeding against the corporation may be
served. The address to which the Secretary of State of the State of New
York shall mail a copy of process in any action or proceeding against the
corporation which may be served upon him pursuant to law is as follows:
United Corporation Services, Inc.
9 East 40th Street
New York, New York 10016
9. All corporate powers shall be exercised by the Board of Directors, except
as otherwise provided by statute or by this Certificate. By-laws may be
made by the Board of Directors, except as otherwise provided. The Board of
Directors shall have power to authorize the payment of compensation to the
directors for services to the corporation including fees for attendance at
meetings of the Board of Directors and other meetings, and to determine the
amounts of such compensation, or fees.
10. A director of the corporation shall not be disqualified by his office from
dealing or contracting with the corporation either as a vendor, purchaser
or otherwise, nor shall any transaction or contract of the corporation be
void or voidable by reason of the fact that
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any firm of which any director is a member or any corporation of which any
director is a shareholder or director, is in any way interested in such
transaction or contract; nor shall any director be liable to account to the
corporation for any profits realized by or from or through any such
transaction or contract of the corporation authorized, ratified or approved
as aforesaid, by reason of the fact that he or any firm of which he is a
member or any corporation of which is a shareholder or director was
interested in such transaction or contract. Nothing herein contained shall
create any liability in the events above described or prevent the
authorization, ratification or approval of such contracts in any manner
provided by law.
11. (a) The presence of 66-2/3% of the full Board of Directors as then
provided in the Certificate of Incorporation and the Bylaws shall be
necessary at any meeting of the directors in order to constitute a quorum
for the transaction of any business or of any specified item of business.
(b) The affirmative vote of 66-2/3% of the full Board of Directors as
then provided in the Certificate of Incorporation and the Bylaws shall be
necessary at any meeting of the directors for the transaction of any
business or of any specified item of business.
12. Any person made a party to any action, suit or proceeding by reason of
the fact that he, his testator or intestate, is or was an officer, director
or employee of the Corporation or of any Corporation which he served as
such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the defense of
such action, suit or proceeding or in connection with any appeal therein,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such officer, director or employee is or
was liable for negligence or misconduct in the performance of his duties.
Such right of indemnification shall not be deemed exclusive of any other
rights to which such officer, director or employee may be entitled apart
from this provision.
13. If the incorporators or the stockholders entitled to vote adopt any
provision of By-laws, or if two or more subscribers to stock or
stockholders enter into any agreement, abridging, limiting or restricting
the right of any one or more stockholders to sell, assign, transfer,
mortgage, pledge, hypothecate, or transfer on the books of the Corporation,
any or all of the stock of the Corporation held by any stockholder, or
requiring any one or more stockholders first to offer any or all of the
stock of the Corporation held by such stockholder for sale to other
stockholders or persons or to the Corporation, under rules and regulations
established in such By-laws or pursuant to such agreement, then all
certificates of stock subject to such abridgment, limitation, or
restriction shall have a reference thereto endorsed thereon by an officer
of the Corporation, and a copy of such agreement, if any, shall be filed at
the office of the Corporation, and such stock shall not thereafter be
transferred on the books of the Corporation except in accordance with the
terms and provisions of any such By-laws or agreement, as the case may be.
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FOUR. The foregoing restated certificate of incorporation
correctly sets forth without change, except for correction of nonsubstantive
typographical errors, the corresponding provisions of the certificate of
incorporation as heretofore amended, and supersedes the original certificate of
incorporation and all amendments thereto.
IN WITNESS WHEREOF, We hereto sign our names and affirm that the
statements contained herein are true under penalties of perjury this 25th day of
April, 1985.
By /s/ Ralph C. Guild
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Its President - Ralph C. Guild
and /s/ Patrick G. Healy
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Its Secretary - Patrick G. Healy
STATE OF NEW YORK )
COUNTY OF NEW YORK )ss:
On this 25th day of April, 1985, before me personally came RALPH C.
GUILD and PATRICK G. HEALY to me known and known to me to be the individuals
described in and who executed the foregoing instrument and they duly severally
acknowledged to me that they executed the same.
/s/ Jane Sperrazza
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Notary Public
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