Exhibit 3.2
Articles of Incorporation and Amendments (Avalon Media Group, Inc.)
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Secretary of State
Corporation Section
James K. Polk Building, Suite 1800
Nashville, Tennessee 37243-0306
DATE: 06/16/98
REQUEST NUMBER: 3523-2767
TELEPHONE CONTACT: (615) 741-0537
FILE DATE/TIME: 06/16/98 1024
EFFECTIVE DATE/TIME: 06/16/98 1024
CONTROL NUMBER: 0352672
TO:
DEMPSEY, STEED, STEWART & KEEVER
100 RIVERPOINT CORP.
CTR., SUITE 205
BIRMINGHAM, AL 35243
RE:
AVALON MEDIA GROUP, INC.
CHARTER - FOR PROFIT
CONGRATULATIONS UPON THE INCORPORATION OF THE ABOVE ENTITY IN THE STATE OF
TENNESSEE, WHICH IS EFFECTIVE AS INDICATED.
A CORPORATION ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR
BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE
CORPORATION'S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE
PROVIDE THIS OFFICE WITH THE WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE
REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE CORPORATION AT THE
ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE
IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND
OFFICE WILL SUBJECT THE CORPORATION TO ADMINISTRATIVE DISSOLUTION.
WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING. PLEASE
REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS
DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY
WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IS SUCH PRINCIPAL OFFICE IS IN
TENNESSEE.
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FOR: CHARTER - FOR PROFIT ON DATE: 06/16/98
FROM: FEES
DEMPSEY, STEED, STEWART AND KEEVER PC RECEIVED $100.00 $0.00
100 RIVERPOINT CTR. TOTAL PAYMENT RECEIVED $100.00
SUITE 205
BIRMINGHAM, AL 353243-0000 RECEIPT NUMBER: 0000232642
ACCOUNT NUMBER: 00288353
/s/ RILEY C. DARNELL
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RILEY C. DARNELL
SECRETARY OF STATE
[CORPORATE SEAL]
THE GREAT SEAL OF THE STATE OF TENNESSEE 1796
AGRICULTURE COMMERCE
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THIS INSTRUMENT WAS PREPARED BY:
R.F. (Ben) Stewart III
DEMPSEY, STEED, STEWART & KEEVER P.C.
100 RiverPoint Corp Center
Suite 205
Birmingham, Alabama 35243
STATE OF TENNESSEE )
HAMILTON COUNTY )
CHARTER
OF
AVALON MEDIA GROUP, INC.
The undersigned incorporator, does hereby form a corporation under the
Tennessee General Corporation Act, and adopts the following charter for such
corporation:
ARTICLE I
NAME
The name of the Corporation shall be Avalon Media Group, Inc.
ARTICLE II
PURPOSE
The purpose for which this Corporation is organized are:
(a) To engage in the cable advertising business.
(b) To engage in the transaction of any or all lawful business for
which corporations may be incorporated under the laws of Tennessee.
The foregoing clauses shall be construed as purposes for which the
Corporation is organized, in addition to those powers specifically conferred
upon the Corporation by law, and its is hereby expressly provided that the
foregoing powers shall not be held to limit or restrict in any manner the powers
of the Corporation otherwise granted by law.
ARTICLE III
AUTHORIZED SHARES
The total number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock, par value of Zero and
1/100 Dollars ($0.01) per share, and consisting of one class only.
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ARTICLE IV
INITIAL REGISTERED OFFICE AND AGENT
The location and street address of the initial registered office of
Corporation shall be:
200 4th Avenue North
5th Floor
Nashville, Tennessee 37219
The name of the Corporation's initial registered agent at said address
shall be Marshall L. Albritton.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The name and address of the persons who are to serve as the initial
Directors until the first annual meeting of shareholders, or until a successor
is elected and qualified, is as follows:
NAME ADDRESS
Das A. Borden 404 Avalon Avenue
Suite 200
Muscle Shoals, Alabama 35661
Walter R. Sims 5959 Shallowford Road
Suite 309
Chattanooga, Tennessee 37421
Maurice C. Mitchell 777 South Lawrence Street
Suite 100
Montgomery, Alabama 36104
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is as follows:
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NAME ADDRESS
L. Marshall Albritton 200 4th Avenue North
5th Floor
Nashville, Tennessee 37219
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No holder of shares of any class of this Corporation shall, as such
holder, have any preemptive rights in, or preemptive rights to purchase or
subscribe to, any shares of this Corporation, or any bonds, debentures or other
securities or obligations convertible into or exchangeable with any shares of
this Corporation, other than such rights of conversion or exchange and such
rights under options or warrants or purchase or subscription arrangements, as
shall be expressly granted by the Board of Directors or shareholders at such
prices and upon such other terms and conditions as the Board of Directors, in
its discretion, or the shareholders may fix or designate.
ARTICLE VIII
FOR PROFIT
The Corporation is for profit.
ARTICLE IX
PRINICPAL OFFICE
The address of the initial principal office of the corporation shall be
5959 Shallowford Road, Suite 309, Chattanooga, Tennessee 37421.
THE UNDERSIGNED, being the incorporator herein above named, for the
purpose of forming a corporation pursuant to the Tennessee General Corporation
Act, has executed the foregoing Charter on this 15th day of June, 1998.
/s/ R.F. (BEN) STEWART III
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R.F. (Ben) Stewart III
INCORPORATOR
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