EXHIBIT 3.17
Regular Corporation
ARTICLES OF INCORPORATION
OF
KUPN LICENSEE, INC.
FIRST: I, Melissa A. Johnson, whose post office address is 100 Light
Street, Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age,
hereby form a corporation under and by virtue of the general laws of the State
of Maryland.
SECOND: The name of the corporation (which is hereafter referred to as
the "Corporation") is:
KUPN LICENCEE, INC.
THIRD: The purposes for which the Corporation is formed and the
business or object to be carried on and promoted by it are as follows:
(a) to own the license of television station KUPN and to engage in any
other lawful purpose and business; and
(b) to do anything permitted by the Maryland General Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The
name and post office address of the Resident Agent of the Corporation in this
State is Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore,
Maryland 21202. Said resident agent is an individual actually residing in this
state.
FIFTH: The total number of shares of capital stock which the
Corporation has authority to issue is 1,000 shares of common stock, par value
$.01 per share, for an aggregate par value of ten dollars ($10.00), all of one
class of stock.
SIXTH: The number of Directors of the Corporation shall be not less
than three (3) nor more than twelve (12); provided, however, that (a) if at any
time there is no stock outstanding, the Corporation may have less than three (3)
but not less than one (1) Director; and (b) if there is stock outstanding and
there are less than three (3) stockholders, the number of Directors may be less
than three (3) but not less than the number of stockholders. The number of
Directors may be increased or decreased pursuant to the By-laws of the
Corporation, subject, however, to the above provisions.
The names of the directors who shall act until the first annual meeting
or until their successors are duly elected and qualified are: David D. Smith and
David B. Amy.
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SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation and of the
directors and stockholders:
(a) the Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized;
(b) the Corporation reserves the right from time to time to make any
amendment of its Charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as set forth in its Charter, of any
outstanding stock;
(c) the Board of Directors of the Corporation may classify or.
reclassify any unissued stock by setting or changing in any one or more
respects, from time to time before issuance of such stock, the preferences,
conversion, or other rights, voting powers, restrictions and terms and
conditions of redemption of such stock.
The enumeration and definition of a particular power of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the Charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any power conferred
upon the Board of Directors under the Maryland General Corporation Law now or
hereafter in force.
EIGHTH: No director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages except (i) to the extent
that it is proved that such director or officer actually received an improper
benefit or profit in money, property, or services for the amount of the benefit
or profit in money, property, or services actually received, or (ii) to the
extent that a judgment or other final adjudication adverse to such director or
officer is entered in a proceeding based on a finding in the proceeding that
such director's or officer's action, or failure to act, was (a) the result of
active and deliberate dishonesty, or (b) that intentionally wrongful, willful,
or malicious end, in each such case, was material to the cause of action
adjudicated in the proceeding.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on
this 5th day of February, 1997, and I acknowledge the same to be my act.
/s/ Melissa A. Johnson
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Melissa A. Johnson
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