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CERTIFICATE OF INCORPORATION
OF
B C COMMUNICATIONS INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provial and subject to the requirements of the Laws of the
State of Delaware (particularly Chapter 1 Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is B C Communications Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, and
the name of the registered agent of the Corporation in the State of Delaware at
such address is The Corporation Trust Company.
THIRD: The nature of the business and the purposes to be conducted and
promoted by the Corporation, which shall be in addition to the authority of the
Corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, is as follows:
(a) To engage generally in any and all branches of the development and/or
production and distribution of radio, television and cable programming and
to transmit, reproduce, exploit, exhibit, present, perform, develop,
produce, distribute and broadcast television, cable, radio and motion
picture productions and publications of every kind, both copyrighted and
uncopyrighted, for public and private performance in any state or
possession of the United States of America or any foreign state, country,
or territory throughout the world, by radio, mechanical recordings,
televisions, and all scientific processes of a like or similar nature now
in being or which shall hereafter be made in conjunction therewith, either
with or without sound effects or talking contrivances therewith
synchronized, or otherwise adapted or related thereto, and to lease,
license, and grant rights, licenses, and privileges therein to other
persons, firms, or corporations throughout the world; to manufacture,
produce, adapt, prepare, buy, sell, distribute, license, and otherwise
deal in any materials, articles, devices, processes or things required in
connection therewith or incidental thereto, and to employ actors, artists,
performers and other persons in connection therewith.
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to apply for, register, obtain, purchase, lease, take licenses in respect
of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn
to account, grant licenses and immunities in respect of, manufacture under and
introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any
manner deal with and contract with reference to:
(i) inventions, devices, formula, processes or any improvements,
and modifications thereof;
(ii) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trademarks, trade symbols and
other indications of origin and ownership granted by or recognized
under the laws of the United States of America or of any state or
subdivision thereof, or of any foreign country or subdivision thereof,
and all rights connected therewith or appertaining thereunto;
(iii) franchises, licenses, grants and concessions.
(b) To purchase, own, and hold the stock of other corporations, and to do every
act and thing covered generally by the denomination "holding corporation", and
especially to direct the operations of other corporations through the ownership
of stock therein; to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interest in, pledge, or otherwise
dispose of shares or voting trust certificates for shares of the capital stock,
or any bonds, notes, debentures, mortgages, securities or evidences of
indebtedness created by any other corporation or corporations organized under
the laws of this state or any other state or district or county, nation, or
government and also bonds or evidences of indebtedness of the United States or
of any state, district, territory, dependency or county or subdivision or
municipality thereof; to issue in exchange therefor shares of the capital
stock, bonds, notes, debentures, mortgages, or other obligations of the
Corporation and while the owner thereof to exercise all the rights, powers and
privileges of ownership including the right to vote on any shares of stock or
voting trust certificates so owned; to promote, lend money to, and guarantee
the dividends, stocks, bonds, notes, debentures, mortgages, evidences of
indebtedness, contracts, or other obligations of, and otherwise aid in any
manner which shall be lawful, any corporation or association of which any
bonds, stocks, voting trust certificates, or other securities or evidences of
indebtedness shall be held by or for this Corporation, or in which, or in the
welfare of which, this Corporation shall have any interest, and to do any acts
and things permitted by law and designed to protect, preserve, improve, or
enhance the value of any such bonds, stocks, or other securities or evidences
of indebtedness or the property of this Corporation.
(c) To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated.
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(d) To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its
own securities, including its shares of stock, notes, bonds,
debentures and other obligations, in such amounts, on such terms and
conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this Certificate
of Incorporation, as the Board of Directors of the Corporation may
determine; and to secure any of its obligations by mortgage, pledge,
or other encumbrance of all or any of its property, franchises and
income.
(e) To conduct its business, promote its purposes, carry on its
operations and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business
in all or any of its branches as principal, agent, broker, factor,
contractor, and in any other lawful capacity, either alone or through
or in conjunction with any corporations, associations, partnerships,
firms, trustees, syndicates, individuals, organizations and other
entities in any part of the world, and in conducting its business and
promoting any of its purposes, to maintain offices, branches and
agencies in any part of the world, to make and perform any contracts
and to do any acts and things, and to carry on any business, and to
exercise any powers and privileges suitable, convenient, or proper for
the conduct, promotion, and attainment of any of the business and
purposes herein specified or which at any time may be incidental
thereto or may appear conducive to or expedient for the accomplishment
of any of such business and purposes and which might be engaged in or
carried on by a corporation incorporated or organized under the
General Corporation Law of the State of Delaware, and to have and
exercise all of the powers conferred by the Laws of the State of
Delaware upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the Corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation; provided, that the Corporation shall not conduct
any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the Corporation may
not lawfully conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Ten Million (10,000,000). The par value of each of
said shares is $.001. All such shares are of one class and are shares of common
stock without cumulative voting rights and without any preemptive rights.
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FIFTH: The name and mailing address of the incorporator is as follows:
<TABLE>
<CAPTION>
Name Mailing Address
---- ---------------
<S> <C>
Gary B. Wolff 40 Exchange Place
New York, New York 10005
</TABLE>
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be assumed in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to reorganization of
this Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of
Directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the By-Laws. The phrase "whole
Board" and the phrase "total number of Directors" shall be deemed to have
the same meaning, to wit, the total number of Directors which the
Corporation would have if there were no vacancies. No election of
Directors need be by written ballot.
2. After the original or other By-Laws of the Corporation have been
adopted, amended or repealed as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any
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payment for any of its stock, the power to adopt, amend, or repeal the
By-Laws of the Corporation may be exercised by the Board of Directors of
the Corporation; provided, however, that any provision for the
classification of Directors of the Corporation for staggered terms pursuant
to the provisions of subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set forth in an initial
By-Law or in a By-Law adopted by the stockholders entitled to vote of the
Corporation unless provisions for such classification shall be set forth in
this Certificate of Incorporation.
3. Whenever the Corporation shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice
of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock no
outstanding share of any class of stock which is denied voting power under
the provisions of the Certificate of Incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (c)(2) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.
NINTH: The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the Laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.
ELEVENTH: The effective date of the Certificate of Incorporation of the
Corporation, and the date upon which the existence of the Corporation shall
commence, shall be its date of filing.
Signed: New York, New York
June 6, 1985
/s/ Gary B. Wolff
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Gary B. Wolff, Incorporator
