<PAGE>
769248026
CERTIFICATE OF INCORPORATION
of
MEDIA COMMUNICATIONS GROUP, INC.
FIRST. The name of this corporation is MEDIA COMMUNICATIONS GROUP,
INC.
SECOND. Its registered office in the State of Delaware is to be
located at 725 Market Street, Wilmington, Delaware 19801 in the County
of New Castle. The registered agent in charge thereof is The Company
Corporation at same address.
THIRD. The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on, are to do any or all
the things herein mentioned, as fully and to the same extent as natural
persons might or could do, and in any part of the world, viz:
"The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware."
FOURTH. The amount of the total authorized capital stock of this
corporation is 5 million share of .01 Par Value.
FIFTH. The name and mailing address of the incorporator is as
follows:
NAME: David E. Mead, ADDRESS: 4408 Lebanon Road, Hermitage, Tennessee 37076
SIXTH. The powers of the incorporator are to terminate upon filing
of the certificate of incorporation, and the name(s) and mailing
address(es) of persons who are to serve as director(s) until the first
annual meeting of stockholders or until their successors are elected and
qualify are as follows:
Name and address of director(s)
David E. Mead 4408 Lebanon Rd. Hermitage, TN 37076 name(s)
Jim Rushing 230 Twin Oaks Dr. Nashville, TN 37211
Billy Jones Box 301B, Calhoun, KY 42327 and address(es).
SEVENTH. The directors shall have power to make and to alter or
amend the By-Laws; to fix the amount to be reversed as working capital,
and to authorize and cause to be executed, mortgages and liens without
limit as to the amount, upon the property and franchise of the
Corporation.
With the consent in writing, and pursuant to a vote of the holders
of a majority of the capital stock issued and outstanding, the Directors
shall have the authority to dispose, in any manner, of the whole
property of this corporation.
The By-Laws shall determine whether and to what extent the accounts
and books of this corporation, or any of them shall be open to the
inspection of the stockholders, and no stockholder shall have any right
of inspecting any account, or book or document of this Corporation,
except as conferred by the law or the By-Laws, or by resolution of the
stockholders.
The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the Corporation
outside of the State of Delaware, at such places as may be from time to
time designated by the By-Laws or by resolution of the stockholders or
directors, except as otherwise required by the laws of Delaware.
It is the intention that the objects, purposes and powers specified
in the Third paragraph hereof shall, except where otherwise specified in
said paragraph, be nowise limited or restricted by reference to or
inference from the terms of any other clause or paragraph in this
certificate of incorporation, but that the object, purposes and powers
specified in the Third paragraph and in each of the clauses or
paragraphs of this charter shall be regarded as independent objects,
purposes and powers.
EIGHTH. Directors of the corporation shall not be liable to either
the corporation or its stockholders for monetary damages for a breach of
fiduciary duties unless the breach involves: (1) a director's duty of
loyalty to the corporation or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) liability for unlawful payments of dividends or
unlawful stock purchases or redemption by the corporation; or (4) a
transaction from which the director derived an improper personal
benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under
the laws of the State of Delaware, do make, file and record this
Certificate and do certify that the facts herein are true, and I have
accordingly hereunto set my hand.
DATED AT: Nashville
State of Tennessee
County of Davidson
/s/ David E. Mead
------------------------------
David E. Mead
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CERTIFICATE FOR
RENEWAL AND REVIVAL OF CHARTER
Media Communications Group, Inc., a corporation organized under the laws of the
State of Delaware, the charter of which was for non-payment of taxes, now
declares a restoration, renewal and revival of its charter, and hereby certifies
as follows:
1. The name of this corporation is Media Communications Group, Inc.
2. Its registered office in the State of Delaware is located at: 1013 CENTRE
ROAD, Wilmington, DE 19805, County of New Castle. The name and address of the
registered agent is CORPORATE AGENTS, INC.
3. The date of filing of the original Certificate of Incorporation in Delaware
was 09/05/89.
4. The date when restoration, renewal, and revival of the charter of this
company is to commence is the 28 day of February, 1991 same being prior to the
date of the expiration of the charter. This renewal and revival of the charter
is to be perpetual.
5. This corporation was duly organized and carried out the business authorized
by its charter until the 01 day of March A.D. 1991 at which time its charter
became inoperative and void for non-payment of taxes and this certificate of
renewal and revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of this State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of
the General Corporation Law of the State of Delaware, as amended, providing for
the renewal, extension and restoration of Charters, David Mead, (its last and
acting authorized officer has hereunto set his/her hand to this certificate this
2 day of December 1997.
BY: /s/ David E. Mead
--------------------------------
TITLE OF OFFICER: President
-------------------------
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/28/1999
991406434-2206807
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEDIA COMMUNICATIONS GROUP, INC.
----------------------------
MEDIA COMMUNICATIONS GROUP, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Forth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
One Hundred Million (100,000,000) shares with a par value of $.001 amounting to
One Hundred Thousand Dollars ($100,000)
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Dottie Snow, Secretary this 1st day of August
A.D. 1999.
/s/ Dottie Snow
---------------------
Authorized Officer
<PAGE>
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDIA COMMUNICATIONS GROUP, INC.", FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF SEPTEMBER, A.D. 1999, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 11998302
DATE: 119-29-99
<PAGE>
State of Delaware
[LOGO]
Office of Secretary of State
------------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF MEDIA COMMUNICATIONS GROUP, INC. FILED IN THIS OFFICE ON THE
FIFTH DAY OF SEPTEMBER, A.D. 1989, AT 9 O'CLOCK A.M.
[SEAL] /s/ Michael Harkins
--------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 12336465
DATE: 09/13/1989
