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EXHIBIT 3.33
CERTIFICATE OF INCORPORATION
OF
WOOD TELEVISION, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code, and
the acts amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "General Corporation Law of the State of Delaware"),
hereby certifies that:
ARTICLE 1. NAME
The name of this corporation is WOOD Television, Inc.
ARTICLE 2. REGISTERED AGENT AND OFFICE
The address of the initial registered office of this corporation is
1013 Centre Road, Wilmington, Delaware, 19805; and the name of the registered
agent of the corporation in the State of Delaware is Corporation Service
Company.
ARTICLE 3. PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL").
ARTICLE 4. SHARES
The total number of shares of stock which the corporation shall have
the authority to issue is 1,000. The par value of each such shares is $.01. All
such shares are of one class and are shares of Common Stock.
ARTICLE 5. INCORPORATOR
The name and address of the incorporator are as follows:
Gayle C. Toney, c/o LIN Television Corporation, 1001 G Street, N.W.,
Suite 700E, Washington, DC 20001
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ARTICLE 6. BY-LAWS
The Board of Directors shall have the power to adopt, amend or repeal
the By-laws of this corporation; provided, however, that the Board of Directors
may not repeal or amend any By-law that the stockholders have expressly
provided may not be amended or repealed by the Board of Directors. The
stockholders shall also have the power to adopt, amend or repeal the By-laws.
ARTICLE 7. BOARD OF DIRECTORS
The number of Directors of this corporation shall be determined in the
manner provided by the By-laws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.
ARTICLE 8. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 9. CUMULATIVE VOTING
The night to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of this corporation.
ARTICLE 10. AMENDMENTS TO CERTIFICATE OF
INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter permitted by law, and the rights of the stockholders of this
corporation are granted subject to this reservation.
ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the DGCL, as it exists on the date hereof or
may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of this corporation shall not be liable to
this corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article 10
shall not adversely affect any right or protection of a director of this
corporation for or with respect to any acts of omissions of such director
occurring prior to such amendment or repeal. In
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addition to any requirements or any other provisions herein or in the terms of
any class or series of capital stock having a preference over the common stock
of this corporation as to dividends or upon liquidation (and notwithstanding
that a lesser percentage may be specified by law), the affirmative vote of the
holders of 80% or more of the voting power of the outstanding voting stock of
this corporation, voting together as a single class, shall be required to
amend, alter or repeal any provision of this Article 11.
Signed on January 23, 1998.
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Gayle C. Toney, Incorporator
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