EXHIBIT 3.13
KSMO, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
THIS IS TO CERTIFY THAT:
FIRST: KSMO, INC., a Maryland corporation (the "Corporation"), desires
to amend and restate its Charter as currently in effect and as hereinafter
amended.
SECOND: The following provisions are all of the provisions of the
Charter currently in effect and as hereinafter amended:
FIRST: The name of the corporation (which is hereafter referred
to as the "Corporation") is:
KSMO, INC.
SECOND: The purpose for which the Corporation is formed is to
engage in the ownership and operation of television and radio
broadcasting stations, to acquire, hold, own, license, sell, and
otherwise deal in licenses and grants of authority issued by state and
federal agencies, and the trademarks, tradenames, and call letters
regarding same; and to engage in any other lawful business and to do
anything permitted by the Maryland General Corporation Law.
THIRD: 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.
FOURTH: 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 $10.00, all of
one class of stock.
FIFTH: The number of directors shall be three (3) or such other
number, but not less than three (3) nor more than seven (7), as may be
designated from time to time by resolution of a majority of the entire
Board of Directors. 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. Directors need not be stockholders.
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SIXTH: 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.
THIRD: The amendment to and restatement of the Charter of the
Corporation, as hereinabove set forth, has been duly advised by the Board of
Directors and approved by the stockholders of the Corporation as required by
law.
FOURTH: The address of the principal office of the Corporation is 2000
W. 41st Street, Baltimore, Maryland 21211.
FIFTH: The name and address of the Corporation's current resident agent
as set forth in ARTICLE THIRD of the foregoing amendment and restatement of the
charter are Steven A. Thomas, Esquire., 100 Light Street, Suite 1100, Baltimore,
Maryland 21202.
SIXTH: The number of directors of the Corporation are as set forth in
ARTICLE FIFTH of the foregoing amendment and restatement of the charter. The
names of the two (2) directors who have been elected by the stockholders and who
shall hold office until the next annual meeting of stockholders following the
expiration of their current terms are David D. Smith and David B. Amy.
SEVENTH: The undersigned President acknowledges these Articles of
Amendment and Restatement to be the corporate act of the Corporation; and as to
all matters or facts required to be verified under oath, the undersigned
President acknowledges that, to the best of his knowledge, information, and
belief, these matters and facts are true in all material respects, and that this
statement is made under the penalties for perjury.
EIGHTH: Prior to this amendment the total number of shares of all
classes of stock which the corporation had authority to issue was 1,000 of a
single Class of Common Stock having a par value of one cent ($.01.) per share
for a total aggregate par value of $10.00. THESE ARTICLES OF AMENDMENT AND
RESTATEMENT DO NOT CHANGE THE NUMBER, CLASSIFICATION, VOTING RIGHTS, OR ANY
OTHER TERMS AND CONDITIONS OF THE AUTHORIZED STOCK OF THE CORPORATION.
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IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf by its President and attested to by its
Secretary on this 22nd day of April, 1996.
WITNESS/ATTEST: KSMO, INC.
/s/ J. Duncan Smith By: /s/ David D. Smith (SEAL)
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J. Duncan Smith, David D. Smith,
Secretary President
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ARTICLES OF INCORPORATION
OF
KSMO, INC.
FIRST: I, Jason P. Pappas, whose post off ice address is 300 N. Charles
Street, 5th Floor, Baltimore, Maryland 21201, 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:
KSMO, 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 acquire, hold, own, license, sell, and otherwise deal in
licenses and grants of authority issued by state and federal agencies, and
trademarks, tradenames, and call letters regarding same; and
(b) to do anything permitted by Section 2-103 of the Corporations and
Associations Article of the Annotated Code of Maryland, as amended from time to
time.
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, 300 N. Charles Street, 5th Floor, Baltimore,
Maryland 21201. 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, all of one class of stock.
SIXTH:
(a) The number of directors of the Corporation which shall constitute
the whole Board shall not be less than four (4) directors. The exact number of
directors shall be fixed from time to time by the Board of Directors pursuant to
Resolution adopted by a majority of the entire Board of Directors. The directors
shall be divided into three (3) classes, as nearly in number as possible, with
respect to the time for which they shall severally hold office. Directors of the
first class chosen shall hold office for one year or until the first annual
election following their election; directors of the second class chosen shall
hold office for three (3) years or until the third annual election following
their election; and directors of the third class chosen shall hold office for
five (5) years or until the fifth annual election following their election; and
in each
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case, until their successors to the class of directors whose term shall expire
at that time shall be elected to hold office for a term of five (5) years, so
that the term of office of one class of directors shall expire in each year.
Each director elected shall hold office until their successors shall be elected
and shall qualify.
(b) Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
off ice , or other cause shall be filled by a majority vote of the remaining
directors, though less than a quorum, and the directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders at which
the successors shall be elected and qualify.
(c) At any meeting of the stockholders called for the purpose, any
director may, by a majority vote of all of the shares of stock outstanding and
entitled to vote, be removed from office, but only for cause.
(d) Notwithstanding anything contained in these Articles of
Incorporation to the contrary the affirmative vote of the holders of a majority
of the shares of the Corporation entitled to vote for election of directors
shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article SIXTH.
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,
Frederick G. Smith, J. Duncan Smith, and Robert E. Smith.
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, nor or hereafter authorized by law, including any
amendment which alters the contract rights, as set forth in its Charter, or 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
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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.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREFOR, I have signed these Articles of Incorporation on this 28th
day of July, 1993, and I acknowledge the same to be my act.
/s/ Jason P. Pappas
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Jason P. Pappas
Incorporator
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