CERTIFICATE OF INCORPORATION
OF
Radio One of Detroit, Inc.
ARTICLE FIRST
The name of the corporation is Radio One of
Detroit, Inc. (hereinafter called the "Corporation")
ARTICLE SECOND
The address of the Corporation's registered
office in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805,
in the City of Wilmington, County of New Castle. The name of its registered
agent at such address is Corporation Service Company.
ARTICLE THIRD
The nature of the business or purposes to be
conducted or promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE FOURTH
The total number of shares of stock which the
Corporation has authority to issue is one thousand (1,000) shares of Common
Stock, with a par value of $0.01 per share.
ARTICLE FIFTH
The name and mailing address of the sole
incorporator are as follows:
NAME MAILING ADDRESS
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Amy Gottesmann c/o Kirkland & Ellis
655 Fifteenth Street, N.W.
11th Floor
Washington, D.C. 20005
ARTICLE SIXTH
The Corporation is to have perpetual existence.
ARTICLE SEVENTH
In furtherance and not in limitation of the
powers conferred by statute, the board of directors of the Corporation is
expressly authorized to make, alter or repeal the by-laws of the Corporation.
ARTICLE EIGHTH
Meetings of stockholders may be held within
or without the State of Delaware, as the by-laws of the Corporation may provide.
The books of the Corporation may be kept outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the Corporation. Election of directors need not be by
written ballot unless the by-laws of the Corporation so provide.
ARTICLE NINTH
To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended, a director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director. Any repeal or modification of this
ARTICLE NINTH shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
ARTICLE TENTH
The Corporation expressly elects not to be
governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE ELEVENTH
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 herein and by the laws
of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
I, the undersigned, being the sole
incorporator hereinbefore named, for the purpose of forming a corporation in
pursuance of the General Corporation Law of the State of Delaware, do make and
file this Certificate, hereby declaring and certifying that the facts herein
stated are true, and accordingly have hereunto set my hand this 29th day of
April, 1998.
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Sole Incorporator