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EXHIBIT 3.140
ARTICLES OF INCORPORATION
OF
ZEBRA BROADCASTING CORPORATION
The undersigned, desiring to form a corporation for profit
under the General Corporation Law of Ohio, does hereby certify:
FIRST: The name of the Corporation is:
ZEBRA BROADCASTING CORPORATION
SECOND: The place in Ohio where the principal office of the
Corporation shall be located is Cleveland, in Cuyahoga County, Ohio.
THIRD: The purpose for which the Corporation is formed is, in
general, to carry on any lawful business whatsoever which is calculated,
directly or indirectly, to promote the interests of the Corporation or to
enhance the value of its properties; and to have and exercise all rights,
powers and privileges which are now or may hereafter be conferred upon
corporations by the laws of Ohio.
The Corporation reserves the right at any time and from time
to time to change substantially its purposes pursuant to the affirmative vote
or approval of the holders of shares entitled to exercise the proportion of the
voting power of the Corporation now or hereafter required by statute for such
approval, and such vote or approval shall be binding and conclusive upon every
shareholder of the Corporation as fully as if such shareholder had voted
therefor; and no shareholder, notwithstanding that he may have voted against
such change of purpose or may have objected in writing thereto, shall be
entitled to payment of the fair cash value of his shares.
FOURTH: The number of shares of Capital Stock which the
Corporation is authorized to have outstanding is SEVEN HUNDRED FIFTY (750)
shares of Common Stock, without par value. Six Hundred and Fifty (650) of such
shares shall be non-voting, and the remaining One Hundred (100) shares shall be
voting; all shall be Class A Common.
FIFTH: No holder of any class of shares of the Corporation
shall have any pre-emptive or preferential right to subscribe to or purchase
any shares of any class of stock of the Corporation, whether now or hereafter
authorized and whether unissued or in the treasury, or any obligations
convertible into shares of any class of stock of the Corporation, at any time
issued or sold, or any right to subscribe to or purchase any thereof.
SIXTH: The Corporation may, from time to time, pursuant to
authorization by its Directors and without action by the Shareholders, purchase
or otherwise acquire shares of the Corporation of any class or classes in such
manner, upon such terms and in such amounts as the
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Directors shall determine, to the extent permitted by law; subject, however, to
such limitation or restriction, if any, as may be imposed by the terms or
provisions of any class of shares or other securities of tile Corporation
outstanding., at the time of the purchase or acquisition in question.
SEVENTH: A Director or officer of the Corporation shall not
be disqualified by his office from dealing or contracting with the Corporation
as a vendor, purchaser, employee, agent or otherwise, nor shall any
transaction, contract or other act of tile Corporation be void or voidable or
in any way affected or invalidated by reason of the fact that any Director or
officer, or any firm in which such Director or officer is a member, or any
corporation of which such Director or officer is a shareholder, director or
officer, is in any way interested in such transaction, contract or other act,
provided the fact that such Director, officer, firm or corporation is so
interested shall be disclosed or shall be known to the Board of Directors at
the time at which any action upon any such transaction, contract or other act
occurred; and any such Director may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of the Corporation which
shall authorize or take action in respect of any such transaction, contract or
other act, and may vote thereat to authorize, ratify or approve any such
transaction, contract or other act with like force and effect as if he or any
firm of which he is a member or any corporation of which he is a shareholder,
director or officer were not interested in such transaction, contract or other
act.
EIGHTH: Any and every statute of the State of Ohio hereafter
enacted, whereby the rights, powers or privileges of corporations or of the
shareholders of corporations organized under the laws of the State of Ohio are
increased or diminished or in any way affected, or whereby effect is given to
the action taken by any number, less than all, of the shareholders of any such
corporation, shall apply to the Corporation and shall be binding not only upon
the Corporation but upon every shareholder of the Corporation to the same
extent as if such statute had been in force at the time of the filing of these
Articles of Incorporation in the office of the Secretary of State of Ohio.
IN WITNESS WHEREOF, I have hereunto subscribed my name this
____ day of August, 1992.
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ORIGINAL APPOINTMENT OF AGENT
THE UNDERSIGNED, being the sole Incorporator of ZEBRA
BROADCASTING CORPORATION, hereby appoints PAMELA HALTER, to be statutory agent
upon whom any process, notice or demand required or permitted by statute to be
served upon the corporation may be served.
Her complete address is: c/o Zapis Communications Corporation
1729 Superior Avenue, Suite 401
Cleveland, Ohio 44114
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THANO G. PASALIS
Gentlemen:
I, PAMELA HALTER, hereby accept appointment as agent of your
corporation upon whom process, tax notices or demands may be served.
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PAMELA HALTER
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