EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTEREP NATIONAL RADIO SALES, INC.
Under Section 805 of the Business Corporation Law of the State of New York
Haley Bader & Potts
4350 N. Fairfax Dr. Suite 900
Arlington, Virginia 22203
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
INTEREP NATIONAL RADIO SALES, INC.
_________________________________________________
Under Section 805 of the Business Corporation Law
__________________________________________________
The undersigned President of INTEREP NATIONAL RADIO SALES, INC., for
the purpose of amending its Certificate of Incorporation, CERTIFIES that:
FIRST: The name of the corporation is INTEREP NATIONAL RADIO SALES,
INC. (the "Corporation"). The name under which the corporation was originally
incorporated was McGAVERN QUINN CORPORATION.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Department of State on March 31, 1958. A Restated Certificate of
Incorporation was filed on May 28, 1985, and since the filing of the Restated
Certificate of Incorporation a Certificate of Amendment thereof was filed on
June 13, 1991.
THIRD: The Certificate of Incorporation of the Corporation is to be
amended by the deletion in its entirety of Article THIRD, which sets forth the
total number of shares of stock which the Corporation is authorized to issue,
and by the substitution of a new Article THIRD, which will increase the
authorized shares by authorizing a class of Preferred Stock consisting of One
Million (1,000,000) shares of the par value of $0.01 per share, and which shall
read in its entirety as follows:
3. The Corporation shall have authority to issue a total of Two
Million (2,000,000) shares of stock of which One Million (1,000,000) shares
shall be Common Stock of the par value of $0.04 per share and One Million
(1,000,000) shares shall be Preferred Stock of the par value of $0.01 per share.
PREFERRED STOCK
Shares of the Preferred Stock may be issued from time to time in series,
and the Board of Directors of the corporation is authorized, subject to the
limitations provided by law, to establish and designate one or more series of
the Preferred Stock, to fix the number of shares constituting each series, and
to fix the designations and rights, preferences and limitations of each series
and the variations and relative rights, preferences and limitations as between
series, and to increase and to decrease the number of shares constituting each
series. The authority of the Board of Directors of the Corporation with respect
to each series shall include, but shall not be limited to, the authority to
determine the following:
(a) the designation of such series;
(b) the number of shares initially constituting such series and any
increase or decrease (to a number not less than the number of outstanding shares
of such series) of the number of shares constituting such series theretofore
fixed;
(c) the rate or rates, and the conditions on and the times at which
dividends on the shares of such series shall be paid, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
series of stock of the Corporation, and whether or not such dividends shall be
cumulative and, if so, the date or dates from and after which they shall
accumulate;
(d) whether or not the shares of such series shall be redeemable, and, if
so, the terms and conditions of such redemption, including, without limitation,
the date or dates on or after which such shares shall be redeemable and the
amount per share which shall be payable on such redemption, which amount may
vary under different conditions and at different redemption dates;
(e) the rights to which the holders of the shares of such series shall be
entitled on the voluntary or involuntary liquidation, dissolution or winding up
or on any distribution of the assets, of the Corporation, which rights may be
different in the case of a voluntary liquidation, dissolution or winding up than
in the case of such an involuntary event;
(f) whether or not the shares of such series shall have voting rights in
addition to the voting rights provided by law and, if so, the terms and
conditions thereof, including, without limitation, the right of the holders of
such shares to vote on a separate class, either alone or with the holders of
shares of one or more other series of the Preferred Stock and the right to have
more than one vote per share;
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(g) whether or not a sinking fund or a purchase fund shall be provided for
the redemption or purchase of the shares of such series and, if so, the terms
and conditions thereof;
(h) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or series of the same or any other
class of stock of the Corporation and, if so, the terms and conditions of
conversion or exchange, including, without limitation, any provision for the
adjustment of the conversion or exchange rate or the conversion or exchange
price; and
(i) any other relative rights, preferences and limitation.
COMMON STOCK
(a) Subject to the preferential dividend rights of the Preferred Stock, as
determined by the Board of Directors of the Corporation pursuant to the
foregoing provisions of this Article THREE, the holders of shares of the Common
Stock shall be entitled to receive such dividends as may be declared by the
Board of Directors of the Corporation.
(b) Subject to the preferential liquidation rights of the Preferred Stock
and except as determined by the Board of Directors of the Corporation pursuant
to the foregoing provisions of this Article THREE, in the event of any voluntary
or involuntary liquidations, dissolution or winding up of, or any distribution
of the assets of, the Corporation. the holders of shares of the Common Stock
shall be entitled to receive all of the assets of the Corporation available for
distribution to its shareholders ratably in proportion to the number of shares
of the Common stock held by them.
(c) Except as otherwise required by law or by the provisions of this
Certificate of Incorporation, the holders of shares of the Common Stock shall be
entitled to vote on all matters at all meetings of the shareholders of the
Corporation, and shall be entitled to one vote for each share of the Common
Stock entitled to vote at such meeting, voting together as one class with the
holders of the Preferred Stock who are entitled to vote.
FOURTH: The foregoing amendment was duly authorized in accordance with
Section 803(a) of the Business Corporation Law by the unanimous written consent
of the Board of Directors of the Corporation on June 1, 1993, followed by the
affirmative vote of the holders of a majority of the outstanding shares of the
Corporation's Common stock entitled to vote thereon at a meeting of the
shareholders of the Corporation duly called and held on June 23, 1993.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment on June 24, 1993 and affirms its contents as true under penalties of
perjury.
/s/ Ralph C. Guild
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Ralph C. Guild
Chairman and Chairman of the Board
/s/ John A. Rykala
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Secretary, John A. Rykala
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