EXHIBIT 3.09
Published on May 15, 2001
EXHIBIT 3.09
ENDORSED
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 12/18/2000
001634410 - 3331668
CERTIFICATE OF INCORPORATION
OF
SALEM RADIO OPERATION - PENNSYLVANIA, INC.
I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware do hereby
certify as follows:
ARTICLE I
The name of this corporation is:
SALEM RADIO OPERATION - PENNSYLVANIA, INC.
ARTICLE II
The period of the corporation's duration is perpetual.
ARTICLE III
The purpose of this corporation is to engage in or transact any lawful
activity or business for which corporations may be organized under the General
Corporation Law of the State of Delaware and to exercise any powers permitted to
corporations under the laws of the State of Delaware.
ARTICLE IV
This aggregate number of shares of capital stock which the corporation
shall have authority to issue is One Thousand (1,000) shares of common stock at
the par value of One Cent ($.01) each. Cumulative voting of the shares is
expressly prohibited. No stockholder shall have any preemptive right whatsoever.
ARTICLE V
The address of the corporation's initial registered office in the State
of Delaware is 9 East Loockerman Street, Kent County, Dover, Delaware 19901.
The name of its initial registered agent at such address is: National
Registered Agents, Inc.
ARTICLE VI
The names and addresses of the individuals who are to serve as the
initial Directors until the first annual meeting of stockholders or until their
successors shall be elected and qualified are as follows:
Edward G. Atsinger
4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
Jonathan L. Block
4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
ARTICLE VII
The name and mailing address of the incorporator is as follows:
David C. Ruth
Stowell, Zeilenga & Ruth LLP
2801 Townsgate Road
Suite 215
Westlake Village, CA 91361-3020
ARTICLE VIII
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation.
ARTICLE IX
Directors need not be elected by written ballot unless required by the
Bylaws of the corporation.
ARTICLE X
No director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability of a director for (i) a breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) an act
or omission not in good faith or that involves intentional misconduct or a
knowing violation of the law, (ii) a transaction from which a director received
an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, (iv) an act or omission for which the
liability of a director is expressly provided for by statute, or (v) an act
related to an unlawful stock repurchase or payment of a dividend. If the General
Corporation Law of the State of Delaware, or other applicable law is amended to
authorize corporate action further eliminating or limiting the liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, or other applicable law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders shall not adversely affect any right or protection of a director
existing at the time of such repeal or modification.
ARTICLE XI
The corporation shall indemnify its directors to the fullest extent
provided by the General Corporation Law of the State of Delaware.
IN WITNESS WHERE OF, I the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 13th
day of December, 2000.
/s/ David C. Ruth
------------------------------------
David C. Ruth
Stowell, Zeilenga & Ruth LLP
2801 Townsgate Road
Suite 215
Westlake Village, CA 91361-3020