1
Exhibit 3.4
ARTICLES OF INCORPORATION
OF
EMMIS OPERATING COMPANY
The undersigned Incorporator, desiring to form a corporation (hereinafter
referred to as the "Corporation"), pursuant to the provisions of the Indiana
Business Corporation Law, as now or hereafter amended (hereinafter referred to
as the "Act"), executed the following Articles of Incorporation:
ARTICLE I
Corporate Name
The name of the Corporation is Emmis Operating Company.
ARTICLE II
Purposes
This Corporation is formed for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual.
2
ARTICLE IV
Registered Office and Registered Agent
The street address of the registered office of the Corporation is 40
Monument Circle, Suite 700, Indianapolis, Indiana 46204, and the name of the
registered agent at that address is J. Scott Enright.
ARTICLE V
Authorized Shares
The total number of shares which the Corporation is authorized to issue is
one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares without par value.
ARTICLE VI
Terms of Authorized Shares
Section 6.01. Terms. All shares are of one and the same class with equal
rights, privileges, powers, obligations, liabilities, duties and restrictions.
These shares may be issued for any consideration consistent with the Act,
including tangible or intangible property or benefit to the Corporation, at such
price and amount per share as may be determined by the Board of Directors.
Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.
Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share ratably
in the remaining assets of the Corporation.
ARTICLE VII
Voting Rights
Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in the shareholder's name on the books of the Corporation as of the
record date for such meeting.
2
3
Section 7.02. Shareholder Action. Except as otherwise provided in the Act
or these Articles of Incorporation, all actions taken by the shareholders shall
be by a majority vote of the number of shares entitled to vote, including but
not limited to an election of directors.
ARTICLE VIII
Board of Directors
The number of directors constituting the initial Board of Directors shall
be one (1). Thereafter, the number of directors shall be fixed by the By-Laws of
the Corporation.
ARTICLE IX
Data Respecting Initial Directors
The name and address of the initial members of the Board of Directors of
the Corporation are as follows:
Name Address City and State
---- ------- --------------
Jeffrey M. Smulyan 40 Monument Circle, Suite 700 Indianapolis, Indiana 46204
ARTICLE X
Data Respecting Incorporator
The name and address of the Incorporator of the Corporation are David L.
Wills, 2700 First Indiana Plaza, 135 North Pennsylvania Street, Indianapolis,
Indiana 46204.
ARTICLE XI
Certificates for Shares
Each shareholder shall be entitled to a certificate certifying the number
of shares owned by such shareholder in the Corporation.
3
4
ARTICLE XII
Indemnification
Section 12.1. General. The Corporation shall, to the fullest extent to
which it is empowered to do so by the Act, or any other applicable laws, as from
time to time in effect, indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, by reason of the fact that such person is or was a
director or officer of the Corporation, or who, while serving as such a director
or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, whether for profit or not, against expenses (including counsel
fees), judgments, settlements, penalties and fines (including excise taxes
assessed with respect to employee benefit plans) actually or reasonably incurred
by such person in accordance with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably believed, in the
case of conduct in his or her official capacity, was in the best interests of
the Corporation, and in all other cases, was not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, such
person either had reasonable cause to believe his or her conduct was lawful or
no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not meet the prescribed standard of
conduct.
Section 12.2. Authorization of Indemnification. To the extent that a
director or officer of the Corporation has been wholly successful, on the merits
or otherwise, in the defense of any action, suit or proceeding referred to in
Section 12.1, or in the defense of any claim, issue or matter therein, the
Corporation shall indemnify such person against expenses (including counsel
fees) actually and reasonably incurred by such person in connection therewith.
Any other indemnification under Section 12.1 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case, upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he or she has met the applicable standard of conduct.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not at the time parties to
such action, suit or proceeding; or (ii) if a quorum cannot be obtained under
clause (i), by a majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to such
action, suit or proceeding; or (iii) by special legal counsel (A) selected by
the Board of Directors or its committee in the manner prescribed in clauses (i)
or (ii), or (B) if a quorum of the Board of Directors cannot be obtained under
clause (i) and a committee cannot be designated under clause (ii), selected by a
majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or (iv) by the stockholders, but shares owned by
or voted under the control of directors or officers who are at the time parties
to such action, suit or proceeding may not be voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the
4
5
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under foregoing clause (iii) to select counsel.
Section 12.3. Good Faith. For purposes of any determination under Section
12.1, a person shall be deemed to have acted in good faith and to have otherwise
met the applicable standard of conduct set forth in Section 12.1 if his or her
action is based on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by (i)
one or more officers or employees of the Corporation or other enterprise whom he
or she reasonably believes to be reliable and competent in the matters
presented; (ii) legal counsel, public accountants, appraisers or other persons
as to matters he or she reasonably believes are within the person's professional
or expert competence; or (iii) a committee of the Board of Directors of the
Corporation or other enterprise of which the person is not a member if he or she
reasonably believes the committee merits confidence. The term "other enterprise"
as used in this Section 12.3 shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, partner, trustee, employee or agent. The provisions of this Section
12.3 shall not be exclusive or limit in any way the circumstances in which a
person may be deemed to have met the applicable standards of conduct set forth
in Section 12.1.
Section 12.4. Payment of Expenses in Advance. Expenses incurred in
connection with any civil or criminal action, suit or proceeding may be paid for
or reimbursed by the Corporation in advance of the final disposition of such
action, suit or proceeding, as authorized in the specific case in the same
manner described in Section 12.2, upon receipt of the director or officer's
written affirmation of his or her good faith belief that he or she has met the
standard of conduct described in Section 12.1 and upon receipt of a written
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she did not meet the standard of
conduct set forth in this Article XII, and a determination is made that the
facts then known to those making the determination would not preclude
indemnification under this Article XII.
Section 12.5. Other Indemnitees. The Corporation may, by action of its
Board of Directors, indemnify employees and agents of the Corporation with the
same scope and effect and pursuant to the same procedures as provided in this
Article XII for directors and officers.
Section 12.6. Provisions Not Exclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under these Articles of Incorporation,
the Corporation's By-Laws, any resolution of the Board of Directors or
stockholders, any other authorization, whenever adopted, after notice, by a
majority vote of all voting shares of the Corporation then outstanding, or any
contract, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to serve in his or her official capacity, and shall inure to the
benefit of the heirs, executors and administrators of such a person.
5
6
Section 12.7. Vested Right to Indemnification. The right of any person to
indemnification under this Article shall vest at the time of occurrence or
performance of any event, act or omission giving rise to any action, suit or
proceeding of the nature referred to in Section 12.1 and, once vested, shall not
later be impaired as a result of any amendment, repeal, alteration or other
modification of any or all of the provisions of this Article XII.
Section 12.8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the Corporation would have
power to indemnify the individual against the same liability under this Article
XII.
ARTICLE XIII
Business Combination Chapter
The provisions of I.C. 23-1-43-1 et seq. of the Act are not applicable to
the Corporation.
IN WITNESS WHEREOF, the undersigned, being the incorporator designated in
Article X, executes these Articles of Incorporation this 30th day of May, 2001.
/s/ David L. Wills
------------------------------------
David L. Wills, Incorporator
6