EXHIBIT 3.44
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ABILENE RADIO AND TELEVISION COMPANY
APRIL 1, 1998
The undersigned being the Senior Vice President, Chief Financial
Officer and Secretary of Abilene Radio and Television Company, a Delaware
corporation (the "Corporation"), hereby certifies the following:
1. (a) The name of the Corporation is Abilene Radio and
Television Company.
(b) The date of filing of the original Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation") was
January 4, 1954.
2. This Amended and Restated Certificate of Incorporation
restates and further amends the Certificate of Incorporation by, among other
things, changing the name of the corporation and ensuring that control and
management of the Corporation remains with citizens of the United States or
corporations formed under the laws of the United States or any of the states of
the United States, as required by the Communications Act of 1934 as the same may
be amended from time to time.
3. The Corporation does hereby certify that this Amended and
Restated Certificate of Incorporation has been duly adopted by the written
consent of the Board of Directors of the Corporation (the "Board of Directors")
and by the sole stockholder of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law of the State of Delaware
("DGCL").
4. The Certificate of Incorporation, as amended and restated
hereby, shall upon its filing with the Secretary of State of the State of
Delaware, read in its entirety as follows:
FIRST: The name of the Corporation is STC Broadcasting of Abilene, Inc.
SECOND: The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage
in any and all lawful acts and activity for which corporations may be organized
under the DGCL. The Corporation will have perpetual existence.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100,000 shares, par value $.01 per share, designated
Common Stock.
FIFTH: The following provisions are included for the purpose of
ensuring that control and management of the Corporation remains with citizens of
the United States or corporations formed under the laws of the United States or
any of the states of the United States, as required by the Communications Act of
1934 as the same may be amended from time to time:
(a) The Corporation shall not issue to (i) a person who
is a citizen of a country other than the United States, (ii) any entity
organized under the laws of a government other than the government of the United
States or any state, territory, or possession of the United States, (iii) a
government other than the government of the United States or of any state,
territory, or possession of the United States, or (iv) a representative of, or
an individual or entity controlled by, any of the foregoing (individually, an
"Alien"; collectively, "Aliens") any shares of capital stock of the Corporation
if such issuance would result in the total amount of such capital stock held by
Aliens exceeding 25% of the total equity of or total voting power in the
Corporation held by Aliens exceeding such 25% limit. The Corporation shall cause
subsidiaries under its control that hold Federal Communications Commission
("FCC") licenses or authorizations to comply with the alien ownership
restrictions, of the Communications Act of 1934 and the rules and regulations
promulgated thereunder, as the same may be amended from time to time, and, to
the extent required under such restrictions, shall prohibit the ownership or
voting by Aliens of more than 20% of the capital stock of such subsidiaries.
(b) No Alien or Aliens, individually or collectively,
directly or indirectly, shall be entitled to own or to vote or direct or control
the vote of more than 25% of (i) the total amount of capital stock of the
Corporation outstanding at any time and from time to time, or (ii) the total
voting power of all shares of capital stock of the Corporation outstanding and
entitled to vote at any time and from time to time, and issuances and transfers
of capital stock of the Corporation in violation of this Section (b) shall be
prohibited.
(c) The Board of Directors shall have all powers
necessary to implement the provisions of this Article FIFTH and to ensure
compliance with the alien ownership restrictions of the Communications Act of
1934 and of the rules and regulations promulgated thereunder, as the same may be
amended from time to time.
(d) All shares of the Corporation's capital stock that
the Board of Directors determines to be owned beneficially by an Alien or an
entity directly or indirectly owned by Aliens in whole or in part shall always
be subject to redemption by the Corporation by action of the Board of Directors
to the extent necessary, in the judgment of the Board of Directors, to comply
with the alien ownership restrictions of the Communications Act of 1934 and the
FCC rules and regulations.
SIXTH: Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.
SEVENTH: The directors of the Corporation shall have the power to
adopt, amend and repeal the bylaws of the Corporation.
EIGHTH: No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any person (as used herein
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"person" means other corporation, partnership, association, firm, trust, joint
venture, political subdivision, or instrumentality) or other organization in
which one or more of its directors, officers, or stockholders are directors,
officers, or stockholders, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
which authorizes the contract or transaction, or solely because his, her, or
their votes are counted for such purpose, if: (i) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved, or ratified by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
NINTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article Ninth is in effect.
Any repeal or amendment of this Article Ninth shall be prospective only and
shall not limit the rights of any such director or officer or the obligations of
the Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities prior to
any such repeal or amendment to this Article Ninth. Such right shall include the
right to be paid by the Corporation expenses incurred in investigating or
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the DGCL, as the same exists or may hereafter be amended.
If a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, the claimant shall also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action
that such indemnification or advancement of costs of defense are not permitted
under the DGCL, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
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Directors or any committee thereof, independent legal counsel, or stockholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the Corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) that such indemnification or advancement is not
permissible shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his or her heirs, executors,
administrators, and personal representatives. The rights conferred above shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, by-law, resolution of stockholders or directors,
agreement, or otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article Tenth by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the tint of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article Tenth, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the DGCL.
ELEVENTH: The Corporation expressly elects not to be governed by
Section 203 of the DGCL.
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IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Senior Vice President,
Chief Financial Officer and Secretary as of the date first written above.
By: /s/ David A. Fitz
David A. Fitz
Senior Vice President, Chief Financial
Officer and Secretary
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