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Exhibit 3(i)
CERTIFICATE OF EIGHTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITADEL COMMUNICATIONS CORPORATION
The undersigned, being the President and Secretary, respectively, of
Citadel Communications Corporation (the "Corporation"), a corporation organized
and existing under the laws of the State of Nevada, do hereby declare and state
that:
FIRST: The name of the Corporation is Citadel Communications
Corporation; the date of filing of its original Certificate of Incorporation
with the Nevada Secretary of State is March 24, 1993; the date of filing of the
Certificate of Amendment to Certificate of Incorporation with the Nevada
Secretary of State is April 30, 1993; the date of filing the Certificate of
Second Amended and Restated Certificate of Incorporation with the Nevada
Secretary of State is May 27, 1993; the date of filing the Certificate of Third
Amended and Restated Certificate of Incorporation with the Nevada Secretary of
State is October 1, 1993; the date of filing the Certificate of Amendment to
Certificate of Incorporation is April 29, 1994; the date of filing the
Certificate of Fourth Amended and Restated Certificate of Incorporation with the
Nevada Secretary of State is December 21, 1994; the date of filing the
Certificate of Fifth Amended and Restated Certificate of Incorporation with the
Nevada Secretary of State is June 27, 1996; the date of filing the Certificate
of Sixth Amended and Restated Certificate of Incorporation with the Nevada
Secretary of State is December 31, 1996; the date of filing the Certificate of
Seventh Amended and Restated Certificate of Incorporation with the Nevada
Secretary of State is October 16, 1997 and the date of filing of the Certificate
of Amendment to Certificate of Incorporation is November 3, 1997.
SECOND: This Eighth Amended and Restated Certificate of Incorporation
has been duly adopted in accordance with the provisions of Sections 78.385,
78.390 and 78.403 of the Nevada Revised Statutes. The stockholders of the
Corporation have duly adopted a resolution to amend and restate the Certificate
of Incorporation of the Corporation, as set forth in this Eighth Amended and
Restated Certificate of Incorporation.
THIRD: The text of the Certificate of Incorporation is hereby amended
and restated to read as herein set forth in full:
ARTICLE I
NAME OF THE CORPORATION
The name of this corporation is Citadel Communications Corporation.
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ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE
The address of the Corporation's registered office in the State of
Nevada is c/o The Corporation Trust Company of Nevada, One East First Street,
City of Reno, County of Washoe, State of Nevada. The name of its resident agent
at such address is The Corporation Trust Company of Nevada.
ARTICLE III
PURPOSE OF THE CORPORATION
The purpose of the Corporation is to engage in any or all lawful
activity for which corporations may be organized under the General Corporation
Law of the State of Nevada.
ARTICLE IV
CAPITAL STOCK - IN GENERAL; FCC MATTERS
1. The total number of shares of capital stock which the Corporation
shall have authority to issue is 219,033,122 shares, having a par value of
$0.001 per share, of which 200,000,000 shares shall be Common Stock and
19,033,122 shares shall be Preferred Stock. Of the Preferred Stock so
authorized, 19,013,122 shares shall be Series AA Convertible Preferred Stock and
20,000 shares shall be undesignated at this time. The designations, preferences,
qualifications, limitations, restrictions and the special or relative rights in
respect of each class of stock and, if applicable, each series thereof, shall be
as hereinafter set forth, except as provided in a Certificate of Designation, as
defined in Article VII. The shares of the Corporation, after the subscription
price therefor has been paid, shall not be subject to assessment to pay the
debts of the Corporation and no shares issued as fully paid up shall ever be
assessable or assessed.
2. In accordance with the Communications Act, and the FCC Regulations,
the Board of Directors of the Corporation may (a) prohibit the ownership or
voting of more than 20% of the Corporation's outstanding capital stock by or for
the account of aliens or their representatives or by a foreign government or
representative thereof or by any corporation organized under the laws of a
foreign country (collectively "Aliens"), or by any other entity (i) that is
subject to or deemed to be subject to management influence by Aliens or (ii) the
equity of which is owned, controlled by, or held for the benefit of, Aliens in a
manner that would cause the Corporation to be in violation of the Communications
Act or the FCC Regulations; (b) prohibit any transfer of the Corporation's stock
which would cause more than 20% of the Corporation's outstanding capital stock
to be owned or voted by or for any person or entity designated in foregoing
clause (a); and (c) prohibit the ownership, voting or transfer of any portion of
its outstanding capital stock to the extent the ownership, voting or transfer of
such portion would cause the Corporation to violate or otherwise result in
violation of any provision of the Communications Act or the FCC Regulations. For
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purposes of this paragraph 2, the "Communications Act" shall mean the Federal
Communications Act of 1934, as amended, as in effect from time to time, and the
"FCC Regulations" shall mean the rules, regulations or policies promulgated by
the Federal Communications Commission and in effect from time to time.
Notwithstanding any provisions contained herein to the contrary, if prior
approvals must be obtained from the Federal Communications Commission (the "FCC
Approvals"), (i) no stockholder shall possess any voting rights except as
permitted by law; (ii) no stockholder may nominate, appoint or designate any
member of the Board of Directors; and (iii) no stockholder shall be entitled to
exercise any conversion rights or voting rights, until the FCC Approvals have
been obtained.
ARTICLE V
COMMON STOCK
1. Voting Rights. Except as otherwise provided in this Certificate or
as otherwise required by applicable law, the holders of Common Stock shall be
entitled to one vote for each share held by them on each matter on which they
are entitled to vote.
2. Dividends. As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of
Common Stock and Series AA Convertible Preferred Stock shall be entitled to
participate in such dividends ratably on a per share basis; provided that, if
dividends are declared which are payable in shares of Common Stock or Series AA
Convertible Preferred Stock, dividends shall be declared which are payable at
the same rate on each class of stock and the dividends payable in shares shall
be payable to holders in shares of the class of stock held. The right of the
holders of Common Stock to receive dividends is subject to the preference, if
any, of the Preferred Stock as provided in Article VII.
3. Liquidation. Subject to the liquidation preferences of the Preferred
Stock as provided in Articles VI and VII, the holders of Common Stock and the
holders of Series AA Convertible Preferred Stock shall be entitled to
participate ratably on a per share basis in all distributions to the holders of
Common Stock and the holders of Series AA Convertible Preferred Stock in any
liquidation, dissolution or winding up of the Corporation.
4. Stock Splits. If the Corporation in any manner subdivides or
combines the outstanding shares of Series AA Convertible Preferred Stock, the
outstanding shares of Common Stock shall be proportionately subdivided or
combined in a similar manner.
5. Merger or Consolidation. In the event of a merger or consolidation
to which the Corporation is a party, holders of Common Stock and Series AA
Convertible Preferred Stock shall be entitled to receive the same consideration,
if any, for each share of Common Stock or Series AA Convertible Preferred Stock
held.
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ARTICLE VI
SERIES AA CONVERTIBLE PREFERRED STOCK
1. Designation. Nineteen Million Thirteen Thousand One Hundred Twenty
Two (19,013,122) shares of the Preferred Stock are designated as Series AA
Convertible Preferred Stock.
2. Voting Rights.
a. General. Except as otherwise provided in this Certificate
or as otherwise required by applicable law, the holders of Series AA Convertible
Preferred Stock shall be entitled to one vote for each share held by them on
each matter on which they are entitled to vote. Except as otherwise provided in
this Certificate or by applicable law, the holders of Series AA Convertible
Preferred Stock shall possess full voting rights and power equal to the voting
rights and powers of the holders of Common Stock and shall be entitled to notice
of stockholders' meetings in accordance with the Bylaws of the Corporation.
Except as otherwise provided in this Certificate or by applicable law, the
holders of Series AA Convertible Preferred Stock shall vote together with the
holders of Common Stock (and any other capital stock of the Corporation at that
time entitled to thereto) as a single class on all matters upon which
stockholders are entitled to vote such that each holder of Series AA Convertible
Preferred Stock may vote pursuant to this paragraph 2a. as if each share of the
Series AA Convertible Preferred Stock owned by such holder had been converted
into a share of the Common Stock of the Corporation.
b. Class Vote. The holders of the Series AA Convertible
Preferred Stock shall be entitled to vote as a single, separate class for the
election and for the removal of the Class B Director (as defined in Article XI).
Neither the holders of Common Stock nor holders of any other class of capital
stock of the Corporation shall be entitled to vote for the election or for the
removal of the Class B Director.
3. Dividends. As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of
Common Stock and Series AA Convertible Preferred Stock shall be entitled to
participate in such dividends ratably on a per share basis; provided that, if
dividends are declared which are payable in shares of Common Stock or Series AA
Convertible Preferred Stock, dividends shall be declared which are payable at
the same rate on each class of stock and the dividends payable in shares shall
be payable to holders in shares of the class of stock held. The right of the
holders of Series AA Convertible Preferred Stock to receive dividends is subject
to the preference, if any, of the Preferred Stock as provided in Article VII.
4. Liquidation.
a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, subject to the liquidation
preferences of the
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other Preferred Stock as provided in Article VII, before any payment or
distribution of the assets of the Corporation (whether capital, surplus or
earnings) or proceeds therefrom shall be made to or set apart for the holders of
Common Stock, the holders of shares of Series AA Convertible Preferred Stock
shall be entitled to receive payment of $0.001 per share (the "Liquidation
Value") held by them. If upon any liquidation, dissolution or winding up of the
Corporation, the Corporation's assets to be distributed among the holders of the
Series AA Convertible Preferred Stock are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid, then the
entire assets to be distributed will be distributed ratably among such holders
based upon the aggregate Liquidation Value of the Series AA Convertible
Preferred Stock held by each such holder. Neither the consolidation nor merger
of the Corporation into or with any other corporation or corporations, nor the
sale or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation, will be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this paragraph 4a.
b. After payment of the Liquidation Value thereof, the holders
of Series AA Convertible Preferred Stock and the holders of Common Stock will be
entitled to participate ratably on a per share basis in all distributions to the
holders of Series AA Convertible Preferred Stock or the holders of Common Stock
in any liquidation, dissolution or winding up of the Corporation.
5. Stock Splits; Additional Issuances. If the Corporation in any manner
subdivides or combines the outstanding shares of Common Stock, the outstanding
shares of Series AA Convertible Preferred Stock shall be proportionately
subdivided or combined in a similar manner. From and after the date on which
this Eighth Amended and Restated Certificate of Incorporation and the
Reclassification contemplated by Article VIII become effective, additional
shares of Series AA Convertible Preferred Stock may only be issued on a pro rata
basis to then record holders of shares of issued and outstanding Series AA
Convertible Preferred Stock.
6. Merger or Consolidation. In the event of a merger or consolidation
to which the Corporation is a party, holders of Common Stock and Series AA
Convertible Preferred Stock shall be entitled to receive the same consideration,
if any, for each share of Common Stock or Series AA Convertible Preferred Stock
held.
7. Conversion.
a. Optional Conversion. Subject to and upon compliance with
the provisions of this paragraph 7, any holder of Series AA Convertible
Preferred Stock may, at any time and at its option, convert its shares of Series
AA Convertible Preferred Stock, in whole or in part, into fully paid and
nonassessable shares of Common Stock of the Corporation, at the conversion ratio
specified herein.
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b. Mandatory Conversion Upon Transfer. In the event and at the
time that voting and dispositive power with respect to a share of Series AA
Convertible Preferred Stock are held by a person other than ABRY Broadcast
Partners II, L.P., ABRY/Citadel Investment Partners, L.P. or an affiliate of
ABRY Broadcast Partners II, L.P. or ABRY/Citadel Investment Partners, L.P., then
such share of Series AA Convertible Preferred Stock shall be automatically
converted, with or without action on the part of any holder, into fully paid and
nonassessable shares of Common Stock of the Corporation, at the conversion ratio
specified herein.
c. Mandatory Conversion Based on Aggregate Ownership. In the
event and at the time that ABRY Broadcast Partners II, L.P., ABRY/Citadel
Investment Partners, L.P. and their respective affiliates, in the aggregate, no
longer exercise sole or shared dispositive control over at least 50% of the
shares of Series AA Convertible Preferred Stock that ABRY Broadcast Partners II,
L.P. and ABRY/Citadel Investment Partners, L.P. beneficially own at the time
this Eighth Amended and Restated Certificate of Incorporation becomes effective
under Nevada law, then all outstanding shares of Series AA Convertible Preferred
Stock shall be automatically converted, with or without action on the part of
any holder, into fully paid and nonassessable shares of Common Stock of the
Corporation, at the conversion ratio specified herein.
d. Conversion Ratio. Each of the shares of the Series AA
Convertible Preferred Stock shall be convertible pursuant to this paragraph into
one share of Common Stock.
e. Procedure for Optional Conversion. In order to convert
shares of Series AA Convertible Preferred Stock, the holder of each share of
Series AA Convertible Preferred Stock to be converted shall surrender the
certificate or certificates evidencing such share, duly endorsed or assigned to
the Corporation or in blank, at the office of the Corporation, accompanied by
written notice to the Corporation at such office that such holder elects to
convert such Series AA Convertible Preferred Stock. Shares of Series AA
Convertible Preferred Stock shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such shares for
conversion in accordance with the foregoing provisions, and the person or
persons entitled to receive the Common Stock issuable upon conversion (the
"Conversion Stock") shall be treated for all purposes as the record holder or
holders of such Conversion Stock at such time. As promptly as practicable on or
after the conversion date, the Corporation shall issue and shall deliver to such
holder a certificate or certificates representing the Conversion Stock.
f. Corporation to Reserve Common Stock. The Corporation shall
at all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Series AA Convertible Preferred Stock, the full number of shares
of Common Stock then issuable upon the conversion of all outstanding shares of
Series AA Convertible Preferred Stock.
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g. Taxes on Conversions. The Corporation will pay any and all
taxes that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Series AA Convertible Preferred Stock. The
Corporation shall not, however, be required to pay any taxes which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that of the record holder of the shares of
Series AA Convertible Preferred Stock to be converted, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of any such tax, or has established to the
satisfaction of the Corporation that such tax has been paid.
h. Cancellation of Converted and Purchased Shares of Preferred
Stock. All shares of Series AA Convertible Preferred Stock delivered for
conversion shall be cancelled by the Corporation.
i. Notices. All notices referred to herein shall be in
writing, shall be delivered personally or by first class mail, postage prepaid,
and shall be deemed to have been given when so delivered or mailed to any
stockholder at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the Corporation
by such holder).
ARTICLE VII
PREFERRED STOCK
1. Undesignated Preferred Stock.
a. For the purposes of this Article VII, the term "Preferred
Stock" does not include the Series AA Convertible Preferred Stock. The shares of
Preferred Stock of the Corporation may be issued from time to time in one or
more classes or series thereof, the shares of each class or series thereof to
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as are stated
and expressed herein or in the resolution or resolutions providing for the
issuance of such class or series, adopted by the Board of Directors as
hereinafter provided. All shares of the same class and series of Preferred Stock
will be identical, but shares of different classes or series of Preferred Stock
need not be identical or rank equally except as provided by law or herein.
b. Authority is hereby expressly granted to the Board of
Directors of the Corporation, subject to the provisions of this Article VII and
to the limitations prescribed by Nevada law, to authorize the issue of one or
more classes, or series thereof, of Preferred Stock and with respect to each
such class or series to fix by the resolution or resolutions providing for the
issue of such class or series the voting powers, full or limited, if any, of the
shares of such class or series and the designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions
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thereof. The authority of the Board of Directors with respect to each class or
series thereof shall include, but not be limited to, the determination or fixing
of the following:
i. the maximum number of shares to constitute such
class or series, which may subsequently be increased or decreased (but not below
the number of shares of that class or series then outstanding) by resolution of
the Board of Directors, the distinctive designation thereof and the stated value
thereof if different than the par value thereof;
ii. the dividend rate of such class or series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes of stock or any other series of any class of stock of the Corporation,
and whether such dividends shall be cumulative or noncumulative;
iii. whether the shares of such class or series shall
be subject to redemption by the Corporation and, if made subject to such
redemption, the times, prices and other terms and conditions of such redemption;
iv. the terms and amount of any sinking fund
established for the purchase or redemption of the shares of such class or
series;
v. whether or not the shares of such class or series
shall be convertible into or exchangeable for shares of any other class or
classes of any stock or any other series of any class of stock of the
Corporation, and, if provision is made for conversion or exchange, the times,
prices, rates, adjustments, and other terms and conditions of such conversion or
exchange;
vi. the extent, if any, to which the holders of
shares of such class or series shall be entitled to vote with respect to the
election of directors or otherwise;
vii. the restrictions, if any, on the issue or
reissue of any additional shares of Preferred Stock;
viii. whether or not the issue of any additional
shares of any such class or series or of any other class or series in addition
to such class or series shall be subject to restrictions in addition to the
restrictions, if any, on the issue of additional shares imposed in the
resolution or resolutions fixing the terms of any outstanding class or series of
Preferred Stock theretofore issued pursuant to this Article VII and, if subject
to additional restrictions, the extent of such additional restrictions; and
ix. the rights of the holders of the shares of such
class or series upon the dissolution, liquidation or winding up of, or upon the
distribution of assets of, the Corporation.
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c. For purposes of this Article VII, the voluntary sale,
conveyance, lease, exchange or transfer of all or substantially all the property
or assets of the Corporation or a consolidation or merger of the Corporation
with one or more other corporations (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary.
d. The Board of Directors of the Corporation is further
expressly vested with the authority to make the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of any class
or series of Preferred Stock dependent upon facts ascertainable outside this
Certificate of Incorporation or of any amendment hereto, or outside the
resolutions or resolutions providing for the issuance of such stock adopted by
the Board of Directors, provided that the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of Preferred
Stock is clearly and expressly set forth in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors of the
Corporation.
e. Any specification for a class or series of Preferred Stock
of designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
pursuant to this Article VII shall be defined in this Certificate of
Incorporation as a "Certificate of Designation."
f. Before any dividends shall be declared or paid or any
distribution ordered or made upon the Common Stock (other than a dividend
payable in Common Stock) or the Series AA Convertible Preferred Stock (other
than a dividend payable in Series AA Convertible Preferred Stock), the
Corporation shall comply with the dividend and sinking fund provisions, if any,
of any resolution or resolutions providing for the issuance of any class or
series of Preferred Stock any shares of which shall at the time be outstanding.
Subject to the foregoing sentence, the holders of Common Stock and Series AA
Convertible Preferred Stock shall be entitled, to the exclusion of the holders
of Preferred Stock of any and all classes and series, to receive such dividends
as from time to time may be declared by the Board of Directors of the
Corporation.
ARTICLE VIII
RECLASSIFICATION
1. On the date this Eighth Amended and Restated Certificate of
Incorporation becomes effective, without further action of the Corporation or
the holder thereof:
a. each share of Class A Common Stock of the Corporation then
issued and outstanding shall automatically be converted into 3.000 fully paid
and nonassessable shares of Common Stock;
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b. each share of Class B Common Stock of the Corporation then
issued and outstanding shall automatically be converted into 3.000 fully paid
and nonassessable shares of Common Stock;
c. each share of Class C Common Stock of the Corporation then
issued and outstanding shall automatically be converted into 3.000 fully paid
and nonassessable shares of Common Stock;
d. each share of Series A Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Common Stock;
e. each share of Series B Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Common Stock;
f. each share of Series C Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Series AA Convertible Preferred
Stock;
g. each share of Series D Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Series AA Convertible Preferred
Stock;
h. each share of Series E Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Common Stock;
i. each share of Series F Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Common Stock; and
j. each share of Series G Convertible Preferred Stock of the
Corporation then issued and outstanding shall automatically be converted into
3.000 fully paid and nonassessable shares of Common Stock.
2. Each stockholder shall deliver to the Corporation his, her or its
stock certificates representing shares of Class A Common Stock, Class B Common
Stock, Class C Common Stock, Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D
Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F
Convertible Preferred Stock and Series G Convertible Preferred Stock
(collectively, the "Old Stock") and the proper officers of the Corporation shall
execute, issue and deliver to each such stockholders certificates representing
the reclassified shares of Old Stock. Until delivery by such stockholders, a
certificate
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representing Old Stock will represent the shares of Common Stock or Series AA
Convertible Stock into which the shares represented by such certificate have
been converted hereunder.
ARTICLE IX
BOARD OF DIRECTORS
1. Number of Directors.
a. The members of the governing board of the Corporation shall
be styled as directors. For so long as any shares of Series AA Convertible
Preferred Stock are outstanding, such Board of Directors shall consist of one
Class B Director elected by the holders of the Series AA Convertible Preferred
Stock and up to six Class A Directors elected by the holders of all classes of
capital stock of the Corporation entitled to vote for the election of directors,
which number of Class A Directors may be fixed from time to time pursuant to the
provisions contained in the Bylaws of the Corporation. The directors' names and
addresses are set forth below:
Class A Directors:
Lawrence R. Wilson
1015 Eastman Drive
Bigfork, MT 59911
John E. von Schlegell
The Endeavour Capital Fund
Limited Partnership
4380 SW Macadam, Suite 460
Portland, OR 97201
Scott E. Smith
Baker, Fentress & Company
200 West Madison Street
Suite 3510
Chicago, IL 60606
Ted L. Snider, Sr.
571 Valley Club Circle
Little Rock, AR 72212
Class B Director:
Patricia Diaz Dennis
SBC Communications, Inc.
Legal Department
175 East Houston, Room 4-A-70
San Antonio, TX 78205
b. At such time that there are no shares of Series AA
Convertible Preferred Stock outstanding, the Board of Directors shall consist of
up to seven directors of the same class, which number of directors may be fixed
from time to time pursuant to the provisions contained in the Bylaws of the
Corporation.
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2. Term. Each director shall serve until his or her successor is
elected and qualified or until his or her earlier resignation, retirement,
disqualification, removal from office or death.
3. Removal. Class A Directors may be removed from office only for cause
by the affirmative vote of the holders of a majority of the outstanding shares
of capital stock of the Company then entitled to vote at an election of
directors. The Class B Director may be removed from office with or without cause
by the affirmative vote of the holders of a majority of the outstanding shares
of Series AA Convertible Preferred Stock. Removal action may be taken at any
stockholders' meeting with respect to which notice of such purpose has been
given, and a removed director's successor may be elected at the same meeting to
serve the unexpired term.
4. Vacancies. A Class A Director vacancy occurring on the board,
however occurring, whether by increase in the number of directors, death,
resignation, retirement, disqualification, removal from office or otherwise, may
be filled, until the next election of directors, either by a vote of the
stockholders or by the affirmative vote of at least a majority of the total
number of directors then remaining in office, though they may constitute less
than a quorum of the Board. A Class B Director vacancy occurring on the board,
however occurring, whether by death, resignation, retirement, disqualification,
removal from office or otherwise, may be filled, until the next election of
directors, by a vote of the holders of the Series AA Convertible Preferred
Stock.
5. Election of Directors by Holders of Preferred Stock. Whenever the
holders of any one or more classes of Preferred Stock or series thereof issued
by the Company other than the Series AA Convertible Preferred Stock shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the number of such directors, and the
election, term of office, filling of vacancies and other features of each such
directorship, shall be governed by the terms of this Certificate of
Incorporation and any Certificate of Designation applicable thereto.
ARTICLE X
LIABILITY
To the full extent permitted by the General Corporation Law of the
State of Nevada in effect from time to time and to no greater extent, no officer
or member of the Board of Directors shall be liable for monetary damages for
breach of fiduciary duty in his or her capacity as an officer or a director in
any action brought by or on behalf of the Corporation or any of its
stockholders.
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ARTICLE XI
INDEMNIFICATION
To the full extent permitted by law, the Corporation shall indemnify
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he or she is or was a director of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as director at the request
of the Corporation or any predecessor of the Corporation.
ARTICLE XII
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE XIII
NO PREEMPTIVE RIGHTS
The stockholders of the Corporation shall have no preemptive rights.
DATED: as of June 24, 1998
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[SIGNATURES APPEAR ON FOLLOWING PAGE]
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CITADEL COMMUNICATIONS
CORPORATION, a Nevada corporation
By:/s/ Lawrence R. Wilson
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Lawrence R. Wilson
President
By:/s/ Donna L. Heffner
-------------------------------
Donna L. Heffner
Secretary
STATE OF New York )
) SS:
COUNTY OF Suffolk )
The foregoing instrument was acknowledged before me this 24 day of
June, 1998, by Lawrence R. Wilson, President of Citadel Communications
Corporation.
/s/ Lisa S. Guerra
-------------------------------
Notary Public
My Commission Expires:
STATE OF New York )
) SS:
COUNTY OF Suffolk )
The foregoing instrument was acknowledged before me this 24 day of
June, 1998, by Donna L. Heffner, Secretary of Citadel Communications
Corporation.
/s/ Lisa S. Guerra
-------------------------------
Notary Public
My Commission Expires:
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