EX-3.(i)(d)
ARTICLES OF INCORPORATION
OF
READING RADIO, INC.
FIRST: Name. The corporation's name is Reading Radio, Inc.
SECOND: Purpose. The corporation's purposes shall be to transact any or
all lawful business, not required to be stated in the articles of incorporation,
for which corporations may be incorporated, and the corporation shall have all
powers not prohibited by law or required to be stated in the articles of
incorporation.
THIRD: Capital Stock. The aggregate number of shares which the corporation
shall have the authority to issue is 1,000 shares of common stock, each such
share to have a par value of $1.00.
FOURTH: Stated Capital. The stated capital of the corporation may be
reduced in any manner provided by law without the assent of the stockholders of
the corporation.
FIFTH: Registered Office and Agent. The post office address of the initial
registered office is 1200 Mutual Building, in the City of Richmond, and the
initial registered agent at that address is Charles W. Laughlin, who is a
resident of the State of Virginia and a member of the Virginia State Bar.
SIXTH: Board of Directors. The number of directors shall not be less than
the minimum number prescribed law and shall be fixed by the by-laws of the
corporation. Initially all shares of the corporation will be owned of record by
one stockholder, and the first board of directors shall consist of one director
whose name
and address is:
Name Address
---- -------
Alan R. Brill 1162 Woodberry Road
Charlottesville, VA 22901
SEVENTH: Indemnity. The corporation shall indemnify each director and
officer against liabilities (including judgments and fines and reasonable
attorney's fees, costs and expenses) incurred by him in connection with any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (any of which is hereinafter
referred to as a "proceeding") to which he may be made a party by reason of his
being or having been a director or officer of the corporation, except in
relation to any proceeding in which he has been adjudged liable because of
willful misconduct, bad faith or gross negligence involved in the conduct of his
office or, in relation to any criminal proceeding, in which he had reasonable
cause to believe his conduct was unlawful (any of which behavior is hereinafter
referred to as "misfeasance"), provided, however, that even if he is guilty of
misfeasance he shall be entitled to such indemnification as shall be finally
ordered by a court. In the event of the disposition of any proceeding in which
no determination of misfeasance has been made, such indemnity shall be
conditioned upon a prior determination that the director or officer acted in
good faith and without misfeasance, and that such payments or obligations arc
reasonable. Such determination shall be made (i) by-the Board of Directors by a
majority vote of a quorum
consisting of directors who were not parties to such proceeding, (ii) by
independent legal counsel in a written opinion if such a quorum is not
obtainable, or, even if obtainable, if a majority of disinterested directors so
directs, or (iii) by the shareholders. Directors eligible to make any such
determination or to -refer any such determination to independent legal counsel
must act with reasonable promptness when indemnificaiton is sought by any
director or officer.
Expenses incurred in defending any proceeding may be paid by the
corporation in advance of the final disposition of such proceeding, if
authorized in the manner set forth in the preceding paragraph, upon receipt of
an undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to indemnification.
Every reference herein to director or officer shall include every director
or officer or former director or officer of the cor-poration and every person
who may have served at the request of the corporation or one of its subsidiaries
as a director or officer or in a similar capacity of another corporation (stock
or non-stock), partnership. joint venture, trust or other enterprise and, in all
such cases, the heirs, executors, and administrators of such officer or
director.
The corporation may further indemnify each officer and director in any
other manner permitted by law, and shall so indemnify them if directed to do so
by the stockholders.
Dated: February 3, 1981
-------------------------------
Charles W. Laughlin Incorporator
ARTICLES OF MERGER
of
WIOV, INC.
into
READING RADIO, INC.
1. The plan of merger ("Plan of Merger") pursuant to which WIOV, Inc., a
Virginia corporation ("WIOV"), will merge into Reading Radio, Inc., a Virginia
corporation (the "Surviving Corporation"), which will be the surviving
corporation, is attached hereto and made a part hereof as Exhibit A.
2. The Plan of Merger was duly adopted by the unanimous consent of all
directors and all shareholders of WIOV and of the surviving corporation.
READING RADIO, INC., a Virginia corporation
By:
-------------------------------
Alan R. Brill, Vice President
PLAN OF MERGER
1. This is the plan of merger pursuant to which WIOV, INC., a Virginia
corporation, (the "Merging Corporation") shall be merged into READING RADIO,
INC., a Virginia corporation, (the "surviving corporation").
2. Effective as of date of issuance of a certificate of merger by the
State Corporation Commission of Virginia (the "Effective Date"):
(a) the Merging Corporation shall be merged into the surviving corporation
(b) the name of the Surviving Corporation shall continue to be Reading
Radio, Inc.;
(c) each then outstanding share of capital stock of the Merging
corporation shall thereupon be converted into and become ten (10) shares of the
capital stock of the surviving Corporation, fully paid and nonassessable; each
shareholder of a share or shares of the outstanding capital stock of the Merging
Corporation upon surrender of the certificate representing such share or shares
shall be entitled to receive a certificate for the full number of shares of
capital stock of the Surviving corporation into which the capital stock so
surrendered shall have been converted, and until such surrender and cancellation
shall have been accomplished each outstanding certificate representing issued
and outstanding shares of the capital stock of the Merging Corporation shall be
deemed for all corporate purposes to evidence the ownership of the number of
shares of the capital stock of the Surviving Corporation into which, such shares
of the Merging Corporation were converted as herein provided;
(d) the Third Article of the articles of incorporation of the surviving
Corporation shall be and is hereby amended to read in full as follows:
THIRD: Capital Stock. The aggregate number
of shares which the corporation shall have
authority to issue is 2,000 shares of common
stock, each said share to have a par value of
$1.00.
3. The board of directors of each corporation a party hereto may amend
this plan of merger at any time prior to issuance of the certificate of merger
as and to the extent permitted by Section 13.1-718 of the Code of Virginia.