EXHIBIT 3.71
LIMITED LIABILITY COMPANY AGREEMENT
OF
RADIO ONE MEDIA HOLDINGS, LLC
This Limited Liability Company Agreement (the "Agreement") of Radio One
Media Holdings, LLC, a Delaware limited liability company (the "Company"), is
made as of January 14,2005, by Radio One, Inc., a Delaware corporation (the
"Member").
In consideration of the agreements and obligations set forth herein and
intending to be legally bound, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Member hereby
agrees as follows:
1. Formation; Admission of Member. The Company was formed on January 14,
2005 by filing a Certificate of Formation with the Delaware Secretary of State
pursuant to the Delaware Limited Liability Company Act (the "Delaware Act") and
on behalf of the Member. Simultaneously with the execution and delivery of this
Agreement and the aforementioned filing of the Certificate of Formation, the
Member is admitted as the sole member of the Company.
2. Name. The name of the Company is "Radio One Media Holdings, LLC" and
all Company business shall be conducted under such name.
3. Purpose. The Company is formed for the purpose of engaging in any
lawful act or activity for which limited liability companies may be formed under
Delaware law and engaging in any and all activities necessary, convenient,
desirable or incidental to the foregoing, provided that such acts and activities
are in no way inconsistent with the agreements in effect from time to time
between the Member and its lenders.
4. Principal Place of Business. The principal place of business of the
Company shall be at c/o Radio One, Inc., 5900 Princess Garden Parkway, 7th
Floor, Lanham, MD 20706.
5. Member. The name and mailing address of the Member is as follows:
Name Address
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Radio One, Inc. 5900 Princess Garden Parkway, 7th Floor
Lanham, MD 20706
Attn: General Counsel
6. Registered Agent and Office. The street address of the initial
registered office of the Company shall be: 2711 Centerville Road, Suite 400,
Wilmington, DE 19808. The name of the Company's registered agent at such address
is: Corporation Service Company. At any time, the Member may designate a
different registered agent and/or registered office.
7. Powers. The Company shall have the power and authority to take any and
all actions necessary, appropriate, proper, advisable, incidental or convenient
to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise, possessed by the members of limited liability companies under
Delaware law.
8. Management of the Company. The business affairs of the Company shall be
managed by the Member in accordance with Section 18-402 of the Delaware Act.
Management of the Company shall be vested solely in the Member. The Member shall
have sole and complete discretion in determining whether to issue Units, the
number of Units to be issued at any particular time, the purchase price for any
Units issued, and all other terms and conditions governing any Units or the
issuance thereof. The Member may appoint a President, one or more Vice
Presidents, a Treasurer, a Secretary and/or one or more other officers as it
deems necessary, desirable or appropriate, with such authority and upon such
terms and conditions as the Member deems appropriate or, in the absence of such
determination by the Member, as are appropriate to an officer with a similar
title of a Delaware corporation. Any such officer shall serve at the pleasure of
the Member and may be removed, with or without cause, by the Member.
9. Relationship Between the Member and the Company.
(a) The Member, its Affiliates (hereinafter defined), and the
directors, officers and employees of the Member and its Affiliates may enter
into agreements with the Company providing for the performance of services for
the Company, and the receipt of such compensation as the Company may agree to
pay.
(b) None of the Member, Manager (as defined in the Delaware Act) or
officers of the Company shall be liable or accountable in damages or otherwise
to the Company or the Member for any act or omission done or omitted by him, her
or it in good faith, unless such act or omission constitutes gross negligence or
willful misconduct on the part of the Member, Manager or officer of the Company.
The Company is expressly permitted in the normal course of its business to enter
into transactions with the Member and any or all Managers or officers or with
any Affiliates of the Member or of any such Manager or officer.
(c) All expenses incurred with respect to the organization,
operation and management of the Company shall be borne by the Company. The
Member shall be entitled to reimbursement from the Company for direct expenses
allocable to the organization, operation and management of the Company.
(d) "Affiliate" shall mean any Person (hereinafter defined) directly
or indirectly controlling, controlled by or under common control with the Person
in question; and, if the Person in question is not an individual, any executive
officer or director of the Person in question or of any Person directly or
indirectly controlling the Person in question. As used in this definition of
"Affiliate," the term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. "Person" shall mean any individual, corporation, association,
partnership, limited liability company, joint venture, trust, estate or other
entity or organization.
10. Indemnity. In accordance with Section 18-108 of the Delaware Act, the
Company shall indemnify and hold harmless the Member and any Manager, officer of
the Company and
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Affiliate thereof (individually, in each case, an "Indemnitee"), to the fullest
extent permitted by law against any loss, liability, damage, judgment, demand,
claim, cost or expense incurred by or asserted against the Indemnitee
(including, without limitation, reasonable attorney's fees and disbursements
incurred in the defense thereof) arising out any act or omission of the
Indemnitee in connection with the Company. Unless otherwise provided in this
Section 10, in the event of [ any action by the Member against any Indemnitee,
including a derivative suit, the Company shall indemnify, hold harmless and pay
all expenses of such Indemnitee, including reasonable attorney's fees and
disbursements incurred in the defense thereof. Notwithstanding the provisions of
this Section 10, this Section 10 shall be enforced only to the maximum extent
permitted by law, and no Indemnitee shall be indemnified from any liability for
the fraud, intentional misconduct, gross negligence or a knowing violation of
the law which was material to the cause of action.
11. Capital Contributions. The Member has made an initial capital
contribution to the Company of $1,000.00, and the Company has issued to the
Member 100 units, representing the entire membership interest in the Company.
The Member is not required to make any additional contributions to the Company.
12. Allocation of Profits and Losses. The Company's profits and Losses,
and all items allocable for tax purposes, shall be allocated to the Member.
13. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts as determined by the Member.
14. Assignments. The Member may assign in whole or in part its limited
liability interest in the Company in accordance with the Delaware Act.
15. Admission of Additional Members. One or more additional members may be
admitted to the Company with the consent of the Member upon such terms and
conditions as the Member, in its discretion, shall approve. In the event of the
admission of any new member or members, the Member and such additional member or
members shall execute an appropriate amendment to this Agreement reflecting such
terms and conditions and such other matters which the Member deems appropriate
or upon which the Member and such additional member or members shall agree.
16. Resignation of Member. The Member may resign from the Company in
accordance with the Delaware Act.
17. Liability of Member. Except as otherwise required in the Delaware Act,
the debts, obligations, and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, the Member shall not be obligated for any such debt,
obligation or liability of the Company solely by reason of being a member or
participating in the management of the Company. The failure of the Company to
observe any formalities or requirements relating to the exercise of its powers
or management of its business or affairs under the Delaware Act or this
Agreement shall not be grounds for imposing liability on the Member for
liabilities of the Company.
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18. Dissolution. Dissolution of the Company will occur upon the consent of
the Member to dissolution of the Company. The exclusive means by which the
Company may be dissolved are set forth in this Section 18. The Company will not
be dissolved upon the death, retirement, resignation, expulsion, bankruptcy, or
dissolution of the Member or upon the occurrence of any other event which
terminates the continued membership of the Member in the Company. Upon the
occurrence of an event set forth in this Section 18, the Member shall be
entitled to receive, after paying or making reasonable provision for all of the
Company's creditors to the extent required by Section 18-804 of the Delaware
Act, the remaining funds of the Company.
19. Amendments. This Agreement may be amended only in writing. Any such
amendment must be approved and executed by the Member.
20. Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the Member and, to the extent permitted by this
Agreement, its successors, legal representatives and assigns. No Person other
than the Member shall be entitled to any benefits under the Agreement, except as
otherwise expressly provided. Reference to any Person in this Agreement includes
such Person's successors and permitted assigns.
21. Captions. Captions contained in this Agreement are inserted as a
matter of convenience and in no way define, limit, extend or describe the scope
of this Agreement or the intent of any provision hereof.
22. Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted. The preceding sentence shall be of no
force or effect if the consequence of enforcing the remainder of this Agreement
without such invalid or unenforceable provision would be to cause any party to
lose the benefit of its economic bargain.
23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS, RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO
THE LAW OF ANOTHER JURISDICTION.
24. Consent to Jurisdiction Provision. The Member hereby (i) irrevocably
submits to the nonexclusive jurisdiction of any Delaware State court or Federal
court sitting in Wilmington, Delaware, in any action arising out of this
Agreement, and (ii) consents to the service of process by mail. Nothing herein
shall affect the right of any party to serve legal process in any manner
permitted by law or affect its right to bring any action in any other court.
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date
and year first above written.
RADIO ONE, INC.
By: Linda J. Vilardo
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Name: Linda J. Vilardo
Title: Vice President and Chief
Administrative officer
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