<PAGE>
769248026 FILED
SEP 5 1989
/s/ [illegible]
SECRETARY OF STATE
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: ADDRESS:
David E. Mead, 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
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 issue 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 no wise 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 objects, 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 or 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.
1. 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
<PAGE>
STATE OF DELAWARE
SECRETERY 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, 1NC.
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 Fourth 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
Page 1
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.
/s/ Eward J. Freel
[SEAL] -----------------------------------
Eward J, Freel, Secretary of state
2206807 8100 AUTHENTICATION: 9998302
991406434 DATE: 09-29-99
