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Exhibit 3.6
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
EMMIS BROADCASTING CORPORATION OF NEW YORK
The above corporation (hereinafter referred to as the "Corporation"),
existing pursuant to the Indiana Business Corporation Law, as amended, (the
"Act"), desiring to give notice of corporate action effectuating an amendment to
its Articles of Incorporation, sets forth the following facts:
ARTICLE I
Section I: Date of Incorporation of the Corporation is July 3, 1986.
Section II: The name of the Corporation following this amendment is
Emmis Radio Corporation.
Section III: That Article I of the Articles of Incorporation of the
Corporation be amended to read as follows:
ARTICLE I
Identification
"The name of the Corporation is Emmis Radio Corporation."
ARTICLE II
The Amendment to the Articles of Incorporation was approved by the
Board of Directors of the Corporation by Written Consent dated December 8, 2000,
and the Amendment to the Articles of Incorporation was submitted to the
Shareholders of the Corporation for approval in the same instrument.
The proposed Amendment to the Articles of Incorporation was approved by
all of the shareholders of the Corporation by a Written Consent executed by all
of the shareholders dated as of December 8, 2000.
The manner of the adoption of the Amendment of the Articles of
Incorporation and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
Code of By-Laws of the Corporation.
Executed this 8th day of December, 2000.
/s/ Jeffrey H. Smulyan
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Jeffrey H. Smulyan, Chairman of the Board
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ARTICLES OF INCORPORATION
OF
EMMIS BROADCASTING CORPORATION
OF NEW YORK
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"), executes the following Articles of Incorporation:
ARTICLE I
Identification
The name of the Corporation is EMMIS BROADCASTING CORPORATION OF NEW
YORK.
ARTICLE II
Purposes
This Corporation is formed for the purpose of transacting any or all
lawful business for which corporation 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.
ARTICLE IV
Registered Office and Registered Agent
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The street address of the registered office of the Corporation is 1099
North Meridian Street, Suite 1197, Indianapolis, Indiana 46204, and the name of
the registered agent at such address is Steven C. Crane.
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 having a par value of $.01 per share.
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 shares of the
Corporation consisting of either treasury shares or its authorized but unissued
shares.
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 equally
in the remaining assets of the Corporation.
ARTICLE VII
Voting Rights
Every Shareholder of the Corporation shall have the right, at every
Shareholders' meeting, to one vote for each share standing in his name on the
books of the Corporation.
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ARTICLE VIII
Initial Stated Capital
The corporation will not commence business until consideration of the
value of at least One Thousand Dollars ($1,000) has been received at its initial
stated capital for the issuance of its shares; provided, however, that after
August 1, 1987, or such sooner date as specified by the Board of Directors in
the event that the Corporation makes an election to be governed by the
provisions of the Indiana Business Corporation Law prior to August 1, 1987, this
Article VIII shall be null and void.
ARTICLE IX
Board of Directors
Section 9.01. The number of Directors constituting the initial board of
Directors shall be two (2). Thereafter, the number of Directors shall be fixed
by the By-Laws of the Corporation.
Section 9.02. Reliance by Directors on books of Account, Etc. Each
Director of the Corporation shall be fully protected in relying in good faith
upon (a) the books of account of the Corporation, or (b) statements prepared by
any of its officers and employees as to the value and amount of the assets,
liabilities and net profits of the Corporation, or any of such items, or (c)
statements or advice made by or prepared by an officer or employee of the
Corporation, or any accountant, attorney, or other person or firm employed by
the Corporation to render advice or service.
Section 9.03. Indemnification of Directors, Officers, Employees and
Agents. The Corporation shall indemnify any person made a party to an action,
suit or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation against liability and expenses to the full
extent allowable under the Act.
ARTICLE X
Data Respecting Directors
The names and post office addresses of the initial Board of Directors
of the Corporation are as follows:
Name Address City and State
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Jeffrey H. Smulyan 1099 N. Meridian St. Indianapolis, IN 46204
Suite 1197
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Steven C. Crane 1099 N. Meridian St. Indianapolis, IN 46204
Suite 1197
ARTICLE XI
Data Respecting Incorporator
The name and address of the incorporator of the Corporation is David L.
Wills, Bose McKinney & Evans, 1100 First Indiana Building, Indianapolis, Indiana
46204.
ARTICLE XII
Indiana Business Corporation Law
After the earlier of August 1, 1987 or the effective date of an
election by the Board of Directors to have the Corporation governed by the
provisions of the Indiana Business Corporation law, the term "Act" as used
herein shall mean the Indiana Business Corporation Law as hereafter amended.
IN WITNESS WHEREOF, the undersigned, being the incorporator designated
in Article XI, executes these Articles of Incorporation and certifies to the
trust of the facts herein stated, this 3rd day of July, 1986.
/s/ David L. Wills
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David L. Wills
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I HEREBY VERIFY SUBJECT TO THE PENALTIES OF PERJURY THAT THE FACTS
CONTAINED HEREIN ARE TRUE.
/s/ David L. Wills
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David L. Wills, Incorporator
This instrument was prepared by David L. Wills, Attorney at Law, 1100 First
Indiana Building, Indianapolis, Indiana 46204.