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EXHIBIT 3.10
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TOPEKA TELEVISION CORPORATION
The above corporation (hereinafter referred to as the "Corporation"),
existing pursuant to the General and Business Corporation Law of Missouri (the
"Act"), desiring to give notice of corporate action effectuating the amendment
and restatement of its Articles of Incorporation, sets forth the following
facts:
ARTICLE I
Section I: Date of incorporation of the Corporation is August 14,
1964.
Section II: The name of the Corporation following this
amendment and restatement is Topeka Television
Corporation.
Section III: The exact text of the Amended and Restated
Articles of Incorporation is attached hereto and
incorporated herein.
ARTICLE II
The Board of Directors of the Corporation duly adopted the proposed
Amended and Restated Articles of Incorporation by unanimous written consent
executed on June 13, 2001.
The Shareholders of the Corporation duly adopted the proposed Amended
and Restated Articles of Incorporation by unanimous written consent executed on
June 13, 2001. Of the 8,174 shares of common stock outstanding, 8,174 were
entitled to vote. The number of shares voted in favor of the amendment were
8,174, and no shares voted against the amendment.
The manner of the adoption of the Amended and Restated 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
By-Laws of the Corporation.
Executed this 15th day of June, 2001.
/s/ J. Scott Enright /s/ David L. Wills
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J. Scott Enright, Vice President David L. Wills, Assistant Secretary
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State of Indiana )
) SS:
County of Marion )
I, Elizabeth Marie Ellis, a Notary Public, do hereby certify that on
June 15, 2001, personally appeared before me J. Scott Enright and David L.
Wills, known to be a Vice President and Assistant Secretary, respectively, of
Topeka Television Corporation, and being duly sworn by me, acknowledged that
they signed as their own free act and deed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Elizabeth Marie Ellis
-----------------------------
Notary Public
My Commission Expires December 6, 2006
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My County of Commission Hamilton
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TOPEKA TELEVISION CORPORATION
ARTICLE I
Corporate Name
The name of the Corporation following this amendment and restatement is
Topeka Television Corporation (the "Corporation").
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 General and
Business Corporation Law of Missouri, as now or hereafter amended (hereinafter
referred to as 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 Missouri 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
The street address of the registered office of the Corporation is 120
South Central Avenue, Clayton, Missouri 63105, and the name of the registered
agent at that address is CT Corporation Systems.
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ARTICLE V
Authorized Shares
The total number of shares which the Corporation is authorized to issue
is ten thousand (10,000) shares of Common Stock, no 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.
Section 7.02. Voting of Shares Owned by Other Corporations. Shares of
the Corporation standing in the name of another corporation may be voted by such
officer, agent or proxy as the Board of Directors of such other corporation may
appoint, or as the By-Laws of such other corporation may prescribe.
Section 7.03. 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.
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ARTICLE VIII
Board of Directors
The number of directors constituting the Board of Directors shall be
one (1). Thereafter, the number of directors shall be fixed by, or in the manner
provided by, the By-Laws.
ARTICLE IX
Certificates for Shares
Each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.
ARTICLE X
The Board of Directors of the Corporation duly adopted the Amended and
Restated Articles of Incorporation by unanimous written consent executed on June
13, 2001.
The Shareholders of the Corporation duly adopted the Amended and
Restated Articles of Incorporation by unanimous written consent executed on June
13, 2001. Of the 8,174 shares of common stock outstanding, 8,174 were entitled
to vote. The number of shares voted in favor of the amendment were 8,174, and no
shares voted against the amendment
The manner of the adoption of the Amended and Restated 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
By-Laws of the Corporation.
/s/ J. Scott Enright /s/ David L. Wills
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J. Scott Enright, Vice President David L. Wills, Assistant Secretary