EXHIBIT 3.5
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
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(FOR BUREAU USE ONLY) Date Received
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FILED
JUL 19 1991
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JUL 19 1991
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ADMINISTRATOR
MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION & SECURITIES BUREAU
RESTATED ARTICLES OF INCORPORATION
of
BELL BROADCASTING COMPANY
(domestic profit corporation)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Restated Articles of
Incorporation:
1. The present name of the corporation is: BELL BROADCASTING
COMPANY.
2. The corporation identification number (CID) assigned by the
Bureau is: 184-654.
3. All former names of the corporation are: Radio Station WCHB of
the Bell Broadcasting Company.
4. The date of filing of the original Articles of Incorporation was:
September 26, 1956; which Articles of Incorporation were subsequently amended by
the filing of Amended Articles of Incorporation on November 19, 1956, by the
filing of a Certificate of Amendment to the Articles of Incorporation on July
17, 1958, by the filing of A Certificate of Amendment to the Articles of
Incorporation on July 16, 1968, by the filing of a Certificate of Amendment to
the Articles of Incorporation on December 17, 1981, and by the filing of a
Certificate of Amendment to the Articles of Incorporation on December 5, 1985.
The following Restated Articles of Incorporation supersede the Articles of
Incorporation, as amended, and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
NAME
The name of the corporation is BELL BROADCASTING COMPANY.
ARTICLE II
PURPOSE
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Michigan Business Corporation Act, as amended (the "MBCA").
ARTICLE III
AUTHORIZED SHARES
The total authorized shares consists of one thousand (1,000) shares of
Class A Common Stock and twenty-four thousand (24,000) shares of Class B Common
Stock.
Except for voting rights, the Class A Common Stock and the Class B Common
Stock shall be equal in all respects.
Except as expressly provided for in the MBCA, holders of the Class B
Common Stock shall have no voting power on any matter and shall not be entitled
to notices of or to participate in meetings of shareholders of the corporation
for any purpose; all voting rights are vested exclusively in the Class A Common
Stock.
ARTICLE IV
REGISTERED OFFICE AND RESIDENT AGENT
The address and mailing address of the registered office is 2994 East
Grand Boulevard, Detroit, Michigan 48202.
The name of the resident agent is Dr. Wendell Cox.
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ARTICLE V
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that the foregoing shall not eliminate or limit the
liability of a director for any of the following: (i) breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the MBCA; (iv) a transaction from
which the director derived an improper personal benefit; or (v) an act or
omission occurring prior to the date of filing of these Restated Articles of
Incorporation.
If the MBCA hereafter is amended to authorize the further elimination of
limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability contained
herein, shall be limited to the fullest extent permitted by the amended MBCA.
No amendment or repeal of this Article V shall apply to or have any effect
on the liability or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
ARTICLE VI
COMPROMISE, ARRANGEMENT, OR PLAN OF REORGANIZATION
Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan may, on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs.
If a majority in number, representing three-fourths (3/4) in value of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders, as the case may be, to be affected by the proposed compromise or
arrangement or reorganization, agrees to any compromise or arrangement or to any
reorganization of this corporation as a consequence of such compromise or
arrangement, said compromise or arrangement and said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the
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shareholders or class of shareholders, as the case may be, and also on this
corporation.
ARTICLE VII
CORPORATE ACTION WITHOUT MEETING OF SHAREHOLDERS
Any action required or permitted by the MBCA to be taken at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who have not
consented in writing.
These Restated Articles of Incorporation were duly adopted on the 18th day
of July, 1991, in accordance with the provisions of Section 642 of the MBCA and
were duly adopted by the shareholders; the necessary number of shares as
required by statute were voted in favor of these Restated Articles.
Signed this 18th day of July, 1991.
By: /s/ Mary L. Bell
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Mary L. Bell, President
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RETURN DOCUMENT TO:
J. Michael Bernard
Dykema Gossett
35th Floor, 400 Renaissance Center
Detroit, Michigan 48243
NAME OF ORGANIZATION REMITTING FEES:
Dykema Gossett
PREPARER'S NAME AND BUSINESS TELEPHONE NUMBER:
J. Michael Bernard
(313) 568-5374