Exhibit 3.1
CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
OF
BLOCK COMMUNICATIONS, INC.
John D. Willey, President, and Bernard R. Baker, Secretary, of Block
Communications, Inc., an Ohio corporation with its principal office located at
Toledo, Lucas County, Ohio, do hereby certify that in a writing or writings
signed under the provisions of Section 1701.54 of the Revised Code by all of the
shareholders who would be entitled to a notice of a meeting of shareholders held
for such purpose, the following resolution was adopted to amend the articles:
RESOLVED, that the following Amended Articles of Incorporation be
and the same are hereby adopted to supersede and take the place of the
existing Articles of Incorporation and all amendments thereto:
AMENDED ARTICLES OF INCORPORATION
OF
BLOCK COMMUNICATIONS, INC.
FIRST: The name of the Corporation is BLOCK COMMUNICATIONS, INC.
SECOND: The principal office of the Corporation is located in the City of
Toledo, Lucas County, Ohio.
THIRD: The purposes of the Corporation are:
(a) To carry on the business of printers and publishers in all its
branches; to engage generally in the business of printing,
publishing, producing, developing, circulating, and otherwise
dealing in and with newspapers, books, magazines, pamphlets and
other publications of every nature and kind; to acquire by
purchase, lease or otherwise, or to sell, lease or otherwise
dispose of, any printing or publishing business of any nature of
description; to engage in the transaction of business pertaining
to gathering and distributing news and information of all kinds;
and to carry on a general advertising, press agency and publicity
business; whether for itself or as agent for others.
(b) To establish, erect, manufacture, construct, develop, maintain,
own, lease, operate, buy, sell or otherwise acquire broadcasting
stations, equipment, studios and buildings of every kind and
description, and in connection therewith, to transmit,
retransmit, transcribe on records or otherwise broadcast,
televise, create, produce, disseminate, distribute, receive
instantaneously or otherwise by means of radio, electricity,
magnetism, electromagnetic waves, variations or impulses, or by
any means, with or without wires, sounds, images, programs,
pictures or views, animate or inanimate objects of every class or
description, and to own, lease, manufacture, develop, construct,
erect, operate and maintain towers, poles, wires, cables,
apparatus, conductors and fixtures necessary for the operation
and maintaining of systems for the interception, sale,
transmission and distribution of audio and video impulses.
(c) To manufacture, develop, produce, buy, sell, exchange, export,
import, lease and deal in and with, processes, patents, formulae,
goods, wares and merchandise and other tangible and intangible
personal property of every class and description.
(d) To purchase or otherwise acquire, hold, manage, lease, operate,
pledge, mortgage, hypothecate, lend money upon, sell, exchange,
or otherwise dispose of, or otherwise deal in or with, personal
property and real property, or either, of every kind, character
or description whatsoever, or any interest therein, wheresoever
situated.
(e) To acquire, hold, guarantee, sell, assign, exchange and otherwise
dispose of, or deal in and with, shares of stock and other
securities of whatever
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nature issued by other corporations, governments, firms, trusts
or individuals.
(f) To acquire all or any part of the good will, rights, property and
business of any person, firm, association or corporation, whether
or not the business is similar to that in which the Corporation
is then engaged, and to pay for the same in cash or in shares or
obligations of the Corporation, or otherwise, and to assume in
connection therewith any or all of the obligations or liabilities
of such business, and to conduct in the State of Ohio, or
elsewhere, any such business acquired, provided such business is
not prohibited by the laws of the State of Ohio.
(g) To carry on any one or more of the activities aforesaid on its
own behalf or for others, and to transact any and all business
which is necessary, convenient or incidental to any of the
foregoing purposes.
Each purpose specified in any clause or paragraph of this Article is
an independent purpose and shall not be limited by reference to or inference
from the terms of any other clause or paragraph of these Amended Articles of
Incorporation, and it is expressly provided that enumeration herein of specific
purposes and powers shall not be held to limit or restrict in any manner the
general powers conferred on this Corporation by the laws of the State of Ohio.
FOURTH: The maximum number of shares of all classes which the Corporation
(sometimes referred to in this Article Fourth as "the Company") is authorized to
issue and have outstanding is Six Hundred Thirty-Three Thousand and Eighty
(633,080) shares, of which Fifteen Thousand Six Hundred and Eighty (15,680)
shares shall be 5% Non-Cumulative Class A Stock of the par value of One Hundred
($100.00) Dollars per share, hereinafter called "Class A Stock"; and Six Hundred
and Seventeen Thousand Four Hundred (617,400) of said shares shall be Common
Stock of the par value of ten ($.10) cents per share. The Common Stock shall be
divided into two classes, as follows: Twenty-Nine Thousand Four Hundred (29,400)
shares thereof shall be designated as Common Stock, hereinafter sometimes called
"Voting Common Stock", which will have the exclusive voting rights and powers in
all matters except where otherwise provided by law or by this Article Fourth;
and the remaining Five Hundred Eighty-Eight Thousand (588,000) shares of the
Common Stock shall be designated as Non-Voting Common Stock, hereinafter
sometimes called "Non-Voting Common Stock", and shall have no voting powers
whatsoever except as may be otherwise provided by law or by this Article Fourth.
When and as declared by the Board of Directors of the Company, dividends on
shares of any class of stock of the Company may be paid in shares of another
class without the consent or vote of the holders of shares of the class of stock
in which payment of such dividend is to be made.
The Express Terms and Provisions, which include the designations and
the powers, the preferences and rights, and the qualifications, limitations or
restrictions, of the shares of each class of the Stock of the Company are as
follows:
5% NON-CUMULATIVE CLASS A STOCK
1. DIVIDENDS. Subject to the provisions hereof in respect of shares of
any class of stock of the Company ranking prior to the Class A Stock, the
holders of the Class A Stock shall be entitled to receive, if, when and as
declared by the Board of Directors, out of any funds legally available for the
declaration of dividends, non-cumulative preferential cash dividends at the rate
of Five ($5.00) Dollars per share per annum, and no more, payable quarterly on
the first days of January, April, July and October in each year; and the shares
of such class of prior stock shall not be entitled to participate therein.
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2. LIQUIDATION. Subject to the provisions hereof in respect of any
class of stock of the Company ranking prior to the Class A Stock, the holders of
the Class A Stock, upon any liquidation, dissolution or winding up of the
affairs of the Company, shall be entitled to be paid One Hundred ($100.00)
Dollars per share, and no more, before any distribution or payment shall be made
to the holders of stock of any class ranking subordinate to the Class A Stock.
After payment to the holders of the Class A Stock of all of the amounts to which
they are entitled as aforesaid, the balance, of any, shall be paid to the
holders of stock subordinate to the Class A Stock according to their respective
rights. In case the remaining net assets of the Company are insufficient to pay
to holders of all outstanding shares of Class A Stock, and to holders of any
stock ranking on a parity with the Class A Stock, the full amount to which they
are respectively entitled, the entire net assets of the Company remaining after
providing for any stock which may rank prior to the Class A Stock, shall be
distributed ratably to the holders of all outstanding shares of Class A Stock
and the holders of any stock ranking on a parity with the Class A Stock in
proportion to the full amounts to which they respectively are entitled. The
consolidation or merger of the Company at any time, or from time to time, with
any other company or companies, or a sale of all or substantially all of the
assets of the Company, shall not be construed as a dissolution, liquidation or
winding up of the Company within the meaning of this Subdivision 2.
3. VOTING. The holders of the Class A Stock shall have no voting
rights except those specifically conferred upon them by statute, and such
holders shall not be entitled to notice of meetings of stockholders, except such
meetings as may be called to consider and act upon the proposals, subjects and
questions as to which voting rights are specifically conferred upon them by
statute.
COMMON STOCK
1. DIVIDENDS. Subject to the provisions hereof in respect of shares of
the classes of stock of the Company ranking prior to the Common Stock, such
dividends or distributions as may be determined by the Board of Directors may,
from time to time, be declared and paid out of the funds legally available
therefor, or made upon, or in respect of, the Common Stock, and the shares of
such classes of prior stock shall not be entitled to participate therein. The
holders of the Non-Voting Common Stock and the Voting Common Stock shall
participate equally to the same amount per share in all such dividends or
distributions.
2. LIQUIDATION. Subject to the provisions hereof in respect of the
classes of stock of the Company ranking prior to the Common Stock, the holders
of the Common Stock upon any liquidation, dissolution or winding up of the
affairs of the Company shall be entitled as a class, that is, both the holders
of the Non-Voting Common Stock and of the Voting Common Stock, to receive pro
rata the assets of the Company available for distribution after the above
provisions for the rights of all such prior stock. The consolidation or merger
of the Company at any time, or from time to time, with any other company or
companies, or a sale of all, or substantially all, of the assets of the Company,
shall not be construed as a dissolution, liquidation or winding up of the
Company within the meaning of this Subdivision 2.
3. VOTING. Except as otherwise provided by these Amended Articles or
required by the laws of the State of Ohio, the holders of the Voting Common
Stock shall exclusively possess all the voting power of the Company for the
election of directors and for all other purposes. The holders of the Non-Voting
Common Stock shall have no voting power and no holder thereof shall vote thereon
or be entitled to receive notice of any meeting of shareholders.
FIFTH: The amount of stated capital of the Corporation at the time of filing
this Amended Article Fifth is $1,663,000.00.
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SIXTH: The Corporation, by action of its Board of Directors, may purchase any
issued shares of the Corporation to the extent not prohibited by law.
SEVENTH: No holder of shares of any class of stock shall be entitled as such, as
a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of the Corporation of any class whatsoever, or of
securities convertible into stock of the Corporation of any class whatsoever, or
of such options, warrants or other rights to subscribe for or acquire shares of
stock of the Corporation of any class whatsoever or of securities convertible
into stock of the Corporation of any class whatsoever, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.
EIGHTH: These Amended Articles of Incorporation supersede and take the place of
the existing Articles of Incorporation as now instituted in the Agreement of
Statutory Merger between The Toledo Blade Company and Paul Block and Associates,
Inc., entered into September 25, 1946, and filed in the Office of the Secretary
of State of the State of Ohio on September 30 1946.
IN WITNESS WHEREOF, JOHN D. WILLEY, President, and BERNARD B. BAKER,
Secretary, of BLOCK COMMUNICATIONS, INC., acting for and on behalf of said
Corporation, have hereunto subscribed their names and caused the seal of said
Corporation to be hereunto affixed this 12th day of November, 1970.
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John D. Willey, President
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Bernard R. Baker, Secretary
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