EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
OF
KDNL LICENSEE, INC.
FIRST. The name of the corporation is KDNL Licensee, Inc.
SECOND. The address of its registered office in the State of Delaware,
County of New Castle, is 1105 North Market Street, Suite 1300, Wilmington,
19801. The name of its registered agent at such address is Delaware Corporate
Management, Inc.
THIRD. The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:
1. To acquire, hold, own, license, sell, and otherwise deal in
licenses, and grants of authority issued by State and Federal agencies and
trademarks, and trade names call letters regarding same.
2. To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is 3,000 shares of Common Stock, $.01 par value per
share.
FIFTH. The incorporator of the corporation is Siobhan Cameron, whose
mailing address is One Rodney Square, P. 0. Box 551, Wilmington, Delaware 19899.
SIXTH. In furtherance and not in limitation of the powers conferred by
statute, it is further provided:
1. Election of Directors need not be by written ballot.
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2. The Board of Directors is expressly authorized to adopt, amend, or
repeal the By-Laws of the Corporation.
SEVENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH. Except to the extent that the General Corporation Law of the
State of Delaware prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty, no director of the Corporation shall
be personally liable to the Corporation or its
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stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.
NINTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation, as a director, officer, or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust, or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses (including attorney's fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such action, suit, or proceeding, and any
appeal therefrom.
Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person indemnified to
repay such payment if it is ultimately determined that such person is not
entitled to indemnification under this Article.
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The Corporation shall not indemnify any such person seeking
indemnification in accordance with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of Directors
of the Corporation.
The indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any law, agreement, or vote of stockholders or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs, executors, and
administrators of such persons. The Corporation may, to the extent authorized
from time to time by its Board of Directors, grant indemnification rights to
other employees or agents of the Corporation or other persons serving the
Corporation and such rights may be equivalent to, or greater or less than, those
set forth in this Article.
TENTH. The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute and the Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
EXECUTED at Wilmington, Delaware, on April 23, 1996
/s/ Siobhan Cameron
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Siobhan Cameron
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
OFFICE AND REGISTERED AGENT
OF
KDNL LICENSEE, INC.
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The Board of Directors of:
KDNL LICENSEE, INC.
a Corporation Of the State Of Delaware, on this 7th day of April A.D. 1997, do
hereby resolve and order that the location of the Registered Office of this
Corporation within this State be, and the same hereby is;
1013 Centre Road, in the City of Wilmington, in the County of New Castle,
Delaware, 19805,
The name of the Registered Agent therein and in charge thereof upon
whom process against the Corporation may be served, is:
CORPORATION SERVICE COMPANY.
KDNL LICENSEE, INC.
a Corporation of the state of Delaware, does hereby certify that the foregoing
is a true copy of a resolution adopted by the Board of Directors at a meeting
held as herein stated.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by J. Duncah Smith this 7th day of April A.D. 1997.
/s/ J. Duncan Smith
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Authorized Officer
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