AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                        SALEM COMMUNICATIONS CORPORATION

 

          (Pursuant to Sections 242 and 245 of the General Corporation

                          Law of the State of Delaware)

- --------------------------------------------------------------------------------

 

 

        Salem Communications Corporation, a corporation organized and existing

under and by virtue of the General Corporation Law of the State of Delaware (the

"Corporation"), does hereby certify as follows:

 

        A. The Corporation's original Certificate of Incorporation was filed

under the name Salem Communications Corporation with the Secretary of State of

the State of Delaware on September 20, 1993.

 

        B. This Amended and Restated Certificate of Incorporation (the "Amended

and Restated Certificate of Incorporation") restates and amends the Certificate

of Incorporation of the Corporation.

 

        C. This Amended and Restated Certificate of Incorporation was duly

adopted by vote of the stockholders in accordance with Sections 242 and 245 of

the General Corporation Law of the state of Delaware.

 

        D. The text of the Certificate of Incorporation is amended hereby and

restated to read in full as set forth herein:

 

        FIRST: The name of the corporation is Salem Communications Corporation.

 

        SECOND:The registered office of the Corporation in the State of Delaware

is located at 9 East Loockerman Street, County of Kent, City of Dover, State of

Delaware 19901. The name of the registered agent of the Corporation at such

address is National Registered Agents, Inc.

 

        THIRD: The purpose for which the Corporation is organized is to engage

in any and all lawful acts and activity for which corporations may be organized

under the General Corporation Law of the State of Delaware.

 

 

 

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        FOURTH:

 

                4.1 The total number of shares of all classes of capital stock

which the Corporation shall have authority to issue is One Hundred Ten million

(110,000,000) shares consisting of (a) Eighty million (80,000,000) shares of

Class A Common Stock, par value of one cent ($.01) per share (the "Class A

Common Stock"), (b) Twenty million (20,000,000) shares of Class B Common Stock,

par value of one cent ($.01) per share (the "Class B Common Stock" and together

with the Class A Common Stock, the "Common Stock") and (c) Ten million

(10,000,000) shares of undesignated preferred stock, par value of one cent

($.01) per share.

 

                4.2 Provisions Relating to the Common Stock.

 

                        (a) General. Except as otherwise provided herein or as

otherwise provided by applicable law, all shares of Common Stock shall have

identical rights and privileges in every respect.

 

                        (b) Dividends. The holders of the Common Stock shall be

entitled to participate ratably, on a share-for-share basis as if all shares

were of a single class, in such dividends, whether in cash, stock or otherwise,

as may be declared by the Board of Directors from time to time out of funds of

the Corporation legally available therefor; provided, however, that any

dividends payable in shares of Common Stock (or payable in rights to subscribe

for or purchase shares of Common Stock or securities or indebtedness convertible

into or exchangeable for shares of Common Stock) shall be declared and paid at

the same rate on each class of Common Stock and only in shares of Class A Common

Stock (or rights to subscribe for or to purchase shares of Class A Common Stock

or securities or indebtedness convertible into or exchangeable for shares of

Class A Common Stock) to holders of Class A Common Stock and in shares of Class

B Common Stock (or rights to subscribe for or to purchase shares of Class B

Common Stock or securities or indebtedness convertible into or exchangeable for

shares of Class B Common Stock) to holders of Class B Common Stock.

 

                        (c) Voting.

 

                                (i) The holders of Class A Common Stock and

Class B Common Stock shall vote together as a single class with respect to all

matters submitted to a vote of stockholders with each such holder having the

number of votes specified in subparagraph (ii) below, except

 

                                    (A) with respect to the election of

directors, which shall be governed by subparagraphs (iii) and (iv) below,

 

                                    (B) with respect to certain interested party

transactions, which shall be governed by subparagraph (v) below,

 

                                    (C) with respect to certain Going Private

Transactions, which shall be governed by subparagraph (vi) below, and

 

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                                    (D) as otherwise provided by law.

 

                                (ii) The Class A Common Stock shall entitle the

holders thereof to one vote per share. The Class B Common Stock shall entitle

the holders thereof to ten (10) votes per share.

 

                                (iii) The holders of Class A Common Stock and

Class B Common Stock, voting as a single class, shall have the right to vote on

the election or removal of all directors of the Corporation (other than the

Class A Directors elected pursuant to subparagraph (iv) below) with each share

of Class A Common Stock and each share of Class B Common Stock entitling the

holder thereof to the number of votes specified in subparagraph (ii) above.

 

                                (iv) The Board of Directors shall appoint the

initial Class A Directors. Commencing with the first annual meeting of

stockholders after completion of an IPO, the holders of Class A Common Stock

shall be entitled by class vote, exclusive of all other stockholders, to elect

two directors of the Corporation (the "Class A Directors") with each share of

Class A Common Stock entitling the holder thereof to one (1) vote per share;

provided, each director elected pursuant to this subparagraph must be an

Independent Director (as hereinafter defined).

 

                                (v) The holders of Class A Common Stock and

Class B Common Stock shall vote together as a single class, with holders of both

classes of Common Stock entitled to one vote per share, in any vote to approve

the acquisition of the stock or assets of another company if any director,

officer or holder of 10% or more of the shares of any class of voting stock of

the Company has an interest, directly or indirectly, in the company or assets to

be acquired or in the consideration to be paid in the transaction.

 

                                (vi) The holders of Class A Common Stock and

Class B Common Stock shall vote together as a single class, with holders of both

classes of Common Stock entitled to one vote per share, in any vote to approve a

Going Private Transaction involving the Corporation and the Initial Holders.

 

                                (vii) Nothing in subparagraphs (v) or (vi) above

shall require a vote of the stockholders when not otherwise required under

applicable law.

 

                        (d) Conversion.

 

                                (i) Automatic Conversion. Subject to any

necessary approval of the FCC, each share of Class B Common Stock shall convert

automatically into one fully paid and non-assessable share of Class A Common

Stock for no additional consideration upon its sale, gift or other transfer,

voluntary or involuntary, to a party other than a Permitted Transferee (an

"Event of Automatic Conversion").

 

 

 

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                                (ii) Voluntary Conversion. Subject to any

necessary approval of the FCC, the shares of Class B Common Stock shall be

convertible in whole or in part at any time at the option of the holder or

holders thereof, into an equal number of fully paid and non-assessable shares of

Class A Common Stock, for no additional consideration.

 

                                (iii) Automatic Conversion Procedure. Promptly

upon the occurrence of an Event of Automatic Conversion (as defined in

subparagraph (i) above), the holder of the shares of Class B Common Stock being

converted shall surrender the certificate or certificates therefor, duly

endorsed in blank or accompanied by duly executed proper instruments of

transfer, at the office of the Corporation, or of any transfer agent for the

Common Stock, and shall give written notice to the Corporation, at its office:

(A) stating that the shares are being converted pursuant to an Event of

Automatic Conversion into Class A Common Stock as provided in subparagraph (i);

(B) specifying the Event of Automatic Conversion (and, if the occurrence of such

event is within the control of the transferor, stating the transferor's intent

to effect an Event of Automatic Conversion); (C) identifying the number of

shares of Class B Common Stock being converted; and (D) setting out the name or

names (with addresses) and denominations in which the certificate or

certificates for shares of Class A Common Stock shall be issued and instructions

for delivery thereof. Delivery of such notice together with the certificates

representing the shares of Class B Common Stock being converted shall obligate

the Corporation to issue one or more certificates representing the shares of

Class A Common Stock to be issued upon such conversion. To the extent permitted

by law, conversion pursuant to an Event of Automatic Conversion shall be deemed

to have been effected as of the date and time on which the Event of Automatic

Conversion occurred (such date and time being the "Automatic Conversion Time").

To the extent an Event of Automatic Conversion shall require the approval of the

FCC, the Automatic Conversion Time shall be such time and date as the order of

the FCC approving such event shall become a Final Order (as hereinafter

defined). The person entitled to receive the Class A Common Stock issuable upon

an Event of Automatic Conversion shall be treated for all purposes as the record

holder of such Class A Common Stock at and as of the Automatic Conversion Time,

and the right of such person as a holder of shares of Class B Common Stock,

shall cease and terminate at and as of the Automatic Conversion Time, in each

case without regard to any failure by the holder to deliver the certificate or

the notice required by this subparagraph (iii).

 

                                (iv) Voluntary Conversion Procedure. At the time

of a voluntary conversion pursuant to subparagraph (ii) above or, in the event

such conversion requires the consent of the FCC, at the time the FCC order

approving such a conversion becomes a Final Order, the holder or holders of

Class B Common Stock, shall deliver to the office of the Corporation or any

transfer agent for the Common Stock (A) the certificate or certificates

representing the shares of Class B Common Stock, to be converted, duly endorsed

in blank or accompanied by duly executed proper instruments of transfer, and (B)

written notice to the Corporation stating that such holder or holders elect(s)

to convert such share or shares and stating the name and addresses in which each

certificate for shares of Class A Common Stock issued upon such conversion is to

be issued. Conversion shall be deemed to have been effected at the time and date

when such delivery is made to the Corporation or the transfer agent of the

shares to be converted, and the person exercising such voluntary conversion

shall be deemed to be the

 

 

 

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holder of record of the number of shares of Class A Common Stock issuable upon

such conversion at such time.

 

                                (v) Issuance of Conversion Shares. As promptly

as practicable following any holder's conversion of shares of Common Stock, the

Corporation shall issue and deliver to the converting holder or to such holder's

transferee, as the case may be, (A) one or more certificates (as such holder may

request) evidencing the shares of Common Stock issuable in respect of the

applicable conversion and (B) if the certificates surrendered by the converting

holder evidence more shares of Common Stock than the holder has elected to

convert or that automatically have been converted, as the case may be, one or

more certificates (as such holder may request) evidencing the shares of Common

Stock which have not been converted. Pending the issuance and delivery of the

foregoing certificates, the certificate or certificates evidencing the shares of

Common Stock that have been surrendered for conversion shall be deemed to

evidence the shares of Common Stock issuable upon such conversion.

 

                                (vi) Dividends on Converted Shares. Any

dividends declared and not paid on shares of Common Stock prior to their

conversion as provided above shall be paid, on the payment date, to the holder

or holders entitled thereto on the record date for such dividend payment,

notwithstanding such conversion; provided, however, that such holder or holders

shall not be entitled to receive the corresponding dividends declared but not

paid on the shares of Common Stock issuable upon such conversion.

 

                        (e) Reservation of Shares. The Corporation shall at all

times reserve and keep available out of its authorized but unissued shares of

Class A Common Stock, solely for the purpose of effecting the conversions

provided for herein, such number of shares of Class A Common Stock as shall from

time to time be sufficient to effect the conversions provided for herein and

shall take all such corporate action as may be necessary to assure that such

shares of Class A Common Stock shall be validly issued, fully paid and

non-assessable upon conversion of all of the outstanding shares of Class B

Common Stock; moreover, if at any time the number of authorized but unissued

shares of Class A Common Stock shall not be sufficient to effect the conversions

provided for herein, the Corporation shall take such corporate action as may be

necessary to increase its authorized but unissued shares of Class A Common Stock

to such number of shares as shall be sufficient for such purpose.

 

                        (f) Adjustments for Stock Splits and Stock Dividends.

The Corporation shall treat the shares of Common Stock identically in respect of

any subdivisions or combinations (for example, if the Corporation effects a

two-for-one stock split with respect to the Class A Common Stock, it shall at

the same time effect a two-for-one stock split with respect to the Class B

Common Stock).

 

                        (g) Liquidation. In the event of any voluntary or

involuntary liquidation, dissolution, or winding-up of the Corporation, after

all creditors of the Corporation shall have been paid in full, and subject to

any prior and superior rights of the holders of shares ranking senior to the

Common Stock upon liquidation, dissolution or winding-up, the holders of the

Common Stock shall share ratably on a share-for-share basis in all distributions

of assets

 

 

 

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pursuant to such voluntary or involuntary liquidation, dissolution, or

winding-up of the Corporation. For the purposes of this paragraph (g), neither

the merger nor the consolidation of the Corporation into or with another entity

or the merger or consolidation of any other entity into or with the Corporation,

or the sale, transfer, or other disposition of all or substantially all the

assets of the Corporation, shall be deemed to be a voluntary or involuntary

liquidation, dissolution, or winding-up of the Corporation.

 

                        (h) Reissue of Shares. Shares of Class B Common Stock

that are converted into shares of Class A Common Stock, as provided herein,

shall be retired and canceled and shall not be reissued.

 

                        (i) Definitions. Capitalized terms used in this Amended

and Restated Certificate of Incorporation and not otherwise defined are used

with the meanings set forth below.

 

                "Affiliate" shall have the same meaning as such term has under

Rule 12b-2 of the Exchange Act.

 

                "Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended.

 

                "FCC" shall mean the Federal Communications Commission.

 

                "Final Order" shall mean an order, action or decision of the FCC

(without the inclusion of any material adverse conditions not customarily

imposed with respect to such orders, actions or decisions) (i) that has not been

reversed, stayed, enjoined, set aside, annulled or suspended and (ii) with

respect to which (A) no timely request has been filed for administrative or

judicial review, reconsideration, appeal, or stay, and the time for filing any

such requests and for the FCC to set aside the action on its own motion has

expired or (B) in the event of review, reconsideration, or appeal, such review,

reconsideration, or appeal has been denied and the time for requesting further

review, reconsideration, appeal or for further FCC review on its own motion has

expired.

 

                "Going Private Transaction" shall mean any transaction that is a

"Rule 13e-3 transaction," as such term is defined in Rule 13e-3(a)(3)

promulgated under the Exchange Act; provided, however, that the term "affiliate"

as used in Rule 13e-3(a)(3)(i) shall be deemed to include an Affiliate, as

defined in this Amended and Restated Certificate of Incorporation.

 

                "Independent Director" shall mean a person who is not (apart

from such directorship) an officer, employee, Affiliate, agent, principal

stockholder, consultant or partner of the Corporation or its subsidiaries or

Affiliates, and who does not otherwise have a relationship which, in the opinion

of the Board of Directors, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

 

 

 

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                "Initial Holder" shall mean Edward G. Atsinger III, Stuart W.

Epperson, or Nancy A. Epperson.

 

                "IPO" shall mean a firm commitment underwritten public offering

of Class A Common Stock for cash pursuant to a registration statement under the

Securities Act of 1933 where the aggregate proceeds to the Company (prior to

deducting any underwriters' discounts and commissions from such offering) exceed

$100 million.

 

                "Permitted Transferee" shall mean:

 

                                (i) An Initial Holder and the spouse, child or

grandchild of an Initial Holder;

 

                                (ii) A revocable grantor trust funded by an

Initial Holder;

 

                                (iii) A trust for the benefit of one or more of

the persons described in (i) above, as long as the trustee of the trust is one

of the persons described in (i) above.

 

                4.3 Provisions Relating to the Undesignated Preferred Stock.

 

                        (a) Any Preferred Stock not previously designated as to

series may be issued from time to time in one or more series pursuant to a

resolution or resolutions providing for such issue duly adopted by the Board of

Directors (authority to do so being hereby expressly vested in the Board), and

such resolution or resolutions shall also set forth the voting powers, full or

limited or none, of each such series of Preferred Stock and shall fix the

designations, preferences and relative, participating, optional or other special

rights and qualifications, limitations or restrictions of each such series of

Preferred Stock. The Board of Directors is authorized to alter the designation,

rights, preferences, privileges and restrictions granted to or imposed upon any

wholly unissued series of Preferred Stock and, within the limits and

restrictions stated in any resolution or resolutions of the Board of Directors

originally fixing the number of shares constituting any series of Preferred

Stock, to increase or decrease (but not below the number of shares of any such

series then outstanding) the number of shares of any such series subsequent to

the issue of shares of that series.

 

                        (b) Each share of Preferred Stock issued by the

Corporation, if reacquired by the Corporation (whether by redemption,

repurchase, conversion to Common Stock or other means), shall upon such

reacquisition resume the status of authorized and unissued shares of Preferred

Stock, undesignated as to series and available for designation and issuance by

the Corporation in accordance with the immediately preceding paragraph.

 

                4.4 General.

 

                        (a) Subject to the foregoing provisions of this Amended

and Restated Certificate of Incorporation, the Corporation may issue shares of

its capital stock from

 

 

 

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time to time for such consideration (not less than the par value thereof) as may

be fixed by the Board of Directors, which is expressly authorized to fix the

same in its absolute and uncontrolled discretion subject to the foregoing

conditions. Shares so issued for which the consideration shall have been paid or

delivered to the Corporation shall be deemed fully paid capital stock and shall

not be liable to any further call or assessment thereon, and the holders of such

shares shall not be liable for any further payments in respect of such shares.

 

                        (b) The Corporation shall have authority to create and

issue rights and options entitling their holders to purchase shares of the

Corporation's capital stock of any class or series or other securities of the

Corporation, and such rights and options shall be evidenced by instrument(s)

approved by the Board of Directors or a committee of the Board of Directors. The

Board of Directors or a committee of the Board of Directors shall be empowered

to set the exercise price, duration, times for exercise, and other terms of such

options or rights; provided, however, that the consideration to be received for

any shares of capital stock subject thereto shall not be less than the par value

thereof.

 

        FIFTH: The number, classification, and terms of the Board of Directors

of the Corporation and the procedures to elect directors, to remove directors,

and to fill vacancies in the Board of Directors shall be as stated in the

Corporation's By-laws.

 

        SIXTH: The following provisions are included for the purpose of ensuring

that control and management of the Corporation remain with citizens of the

United States and/or corporations formed under the laws of the Unites States or

any of the states of the United States, as required by the Communications Act of

1934, as amended, and the rules and regulations promulgated thereunder, as the

same may be amended from time to time (collectively, the "Communications Act"):

 

                        (a) The Corporation shall not issue to (i) a person who

is a citizen of a country other than the United States; (ii) any entity

organized under the laws of a government other than the government of the United

States or any state, territory, or possession of the United States; (iii) a

government other than the government of the United States or of any state,

territory, or possession of the United States; or (iv) a representative of, or

an individual or entity controlled by, any of the foregoing (individually, an

"Alien"; collectively, "Aliens") any shares of capital stock of the Corporation

if such issuance would result in the total number of shares of such capital

stock held or voted by Aliens (or for or by the account of Aliens) to exceed 25%

of (A) the total number of all shares of such capital stock outstanding at any

time and from time to time or (B) the total voting power of all shares of such

capital stock outstanding and entitled to vote at any time and from time to time

and shall not permit the transfer on the books of the Corporation of any capital

stock to any Alien that would result in the total number of shares of such

capital stock held or voted by Aliens (or for or by the account of Aliens)

exceeding such 25% limits.

 

                        (b) No Alien or Aliens, individually or collectively,

shall be entitled to vote or direct or control the vote of more than 25% of (i)

the total number of all shares of capital stock of the Corporation outstanding

at any time and from time to time or (ii) the total voting power of all shares

of capital stock of the Corporation outstanding and entitled to vote at any

 

 

 

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time and from time to time, and issuances and transfers of capital stock of the

Corporation in violation of this subsection (b) shall be prohibited.

 

                        (c) The Board of Directors shall have all powers

necessary to implement the provisions of this Article SIXTH and to ensure

compliance with the alien ownership restrictions (the "Alien Ownership

Restrictions") of the Communications Act, including, without limitation, the

power to prohibit the transfer of any shares of capital stock of the Corporation

to any Alien and to take or cause to be taken such action as it deems

appropriate to implement such prohibition, including placing a legend regarding

restrictions on foreign ownership of the capital stock on certificates

representing such capital stock.

 

                        (d) Without limiting the generality of the foregoing and

notwithstanding any other provision of this Amended and Restated Certificate of

Incorporation to the contrary, any shares of capital stock of the Corporation

determined by the Board of Directors to be owned beneficially by an Alien or

Aliens shall always be subject to redemption by the Corporation by action of the

Board of Directors, pursuant to Section 151 of the General Corporation Law of

the State of Delaware, or any other applicable provision of law, to the extent

necessary in the judgment of the Board of Directors to comply with the Alien

Ownership Restrictions. The terms and conditions of such redemption shall be as

follows:

 

                                (i) the redemption price of the shares to be

redeemed pursuant to this Article SIXTH shall be equal to the lower of (A) the

fair market value of the shares to be redeemed, as determined by the Board of

Directors in good faith, and (B) such Alien's purchase price for such shares;

 

                                (ii) the redemption price of such shares may be

paid in cash, securities or any combination thereof;

 

                                (iii) if less than all the shares held by Aliens

are to be redeemed, the shares to be redeemed shall be selected in any manner

determined by the Board of Directors to be fair and equitable;

 

                                (iv) at least 10 days' written notice of the

redemption date shall be given to the holders of record of the shares selected

to be redeemed (unless waived in writing by any such holder), provided that the

redemption date may be the date on which written notice shall be given to

holders if the cash or securities necessary to effect the redemption shall have

been deposited in trust for the benefit of such holders and subject to immediate

withdrawal by them upon surrender of the stock certificates for their shares to

be redeemed duly endorsed in blank or accompanied by duly executed proper

instruments of transfer;

 

                                (v) from and after the redemption date, the

shares to be redeemed shall cease to be regarded as outstanding and any and all

rights of the holders in respect of the shares to be redeemed or attaching to

such shares of whatever nature (including without limitation any rights to vote

or participate in dividends declared on capital stock of the

 

 

 

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same class or series as such shares) shall cease and terminate, and the holders

thereof thereafter shall be entitled only to receive the cash or securities

payable upon redemption; and

 

                                (vi) such other terms and conditions as the

Board of Directors shall determine. For purposes of this Article SIXTH, the

determination of beneficial ownership of shares of capital stock of the

Corporation shall be made pursuant to Rule 13d-3 under the Exchange Act.

 

        SEVENTH:

 

                7.1 The Corporation shall indemnify any Person who was, is, or

is threatened to be made a party to a proceeding (as hereinafter defined) by

reason of the fact that he or she (i) is or was a director or officer of the

Corporation or (ii) while a director or officer of the Corporation, is or was

serving at the request of the Corporation as a director, officer, partner,

venturer, proprietor, trustee, employee, agent, or similar functionary of

another foreign or domestic corporation, partnership, joint venture, sole

proprietorship, trust, employee benefit plan, or other enterprise, to the

fullest extent permitted under the General Corporation Law of the State of

Delaware, as the same exists or may hereafter be amended. Such right shall be a

contract right and as such shall run to the benefit of any director or officer

who is elected and accepts the position of director or officer of the

Corporation or elects to continue to serve as a director or officer of the

Corporation while this Article SEVENTH is in effect. Any repeal or amendment of

this Article SEVENTH shall be prospective only and shall not limit the rights of

any such director or officer or the obligations of the Corporation with respect

to any claim arising from or related to the services of such director or officer

in any of the foregoing capacities prior to any such repeal or amendment to this

Article SEVENTH. Such right shall include the right to be paid by the

Corporation expenses incurred in investigating or defending any such proceeding

in advance of its final disposition to the maximum extent permitted under the

General Corporation Law of the State of Delaware, as the same exists or may

hereafter be amended. If a claim for indemnification or advancement of expenses

hereunder is not paid in full by the Corporation within sixty (60) days after a

written claim has been received by the Corporation, the claimant may at any time

thereafter bring suit against the Corporation to recover the unpaid amount of

the claim, and if successful in whole or in part, the claimant shall also be

entitled to be paid the expenses of prosecuting such claim. It shall be a

defense to any such action that such indemnification or advancement of costs of

defense is not permitted under the General Corporation Law of the State of

Delaware, but the burden of proving such defense shall be on the Corporation.

Neither the failure of the Corporation (including its Board of Directors or any

committee thereof, independent legal counsel, or stockholders) to have made its

determination prior to the commencement of such action that indemnification of,

or advancement of costs of defense to, the claimant is permissible in the

circumstances nor an actual determination by the Corporation (including its

Board of Directors or any committee thereof, independent legal counsel, or

stockholders) that such indemnification or advancement is not permissible shall

be a defense to the action or create a presumption that such indemnification or

advancement is not permissible. In the event of the death of any Person having a

right of indemnification under the foregoing provisions, such right shall inure

to the benefit of his or her heirs, executors, administrators, and personal

representatives. The rights conferred above shall not be exclusive of

 

 

 

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any other right which any Person may have or hereafter acquire under any

statute, bylaw, resolution of stockholders or directors, agreement, or

otherwise.

 

                7.2 The Corporation may additionally indemnify any employee or

agent of the Corporation to the fullest extent permitted by law.

 

                7.3 Without limiting the generality of the foregoing, to the

extent permitted by then applicable law, the grant of mandatory indemnification

pursuant to this Article SEVENTH shall extend to proceedings involving the

negligence of such Person.

 

                7.4 As used herein, the term "proceeding" means any threatened,

pending, or completion action, suit, or proceeding, whether civil, criminal,

administrative, arbitrative, or investigative, any appeal in such an action,

suit, or proceeding, and any inquiry or investigation that could lead to such an

action, suit, or proceeding.

 

        EIGHTH:A director of the Corporation shall not be personally liable to

the Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders; (ii) for acts or

omissions not in good faith or which involve intentional misconduct or knowing

violation of law, (iii) under Section 174 of the General Corporation Law of the

State of Delaware; or (iv) for any transaction from which the director derived

an improper personal benefit. Any repeal or amendment of this Article EIGHTH by

the stockholders of the Corporation shall be prospective only, and shall not

adversely affect any limitation on the personal liability of a director of the

Corporation arising from an act or omission occurring prior to the time of such

repeal or amendment. In addition to the circumstances in which a director of the

Corporation is not personally liable as set forth in the foregoing provisions of

this Article EIGHTH, a director shall not be liable to the Corporation or its

stockholders to such further extent as permitted by any law hereafter enacted,

including without limitation any subsequent amendment to the General Corporation

Law of the State of Delaware.

 

        NINTH: No action shall be taken by the stockholders of the Corporation

except at an annual or special meeting of the stockholders called in accordance

with the Bylaws of the Corporation, and no action shall be taken by the

stockholders by written consent.

 

        TENTH: All of the power of the Corporation, insofar as it may be

lawfully vested by this Amended and Restated Certificate of Incorporation in the

Board of Directors, is hereby conferred upon the Board of Directors of the

Corporation. In furtherance of and not in limitation of that power or the powers

conferred by law, a majority of directors then in office (or such higher

percentage as may be specified in the bylaws with respect to any provision

thereof) shall have the power to adopt, amend and repeal the bylaws of the

Corporation.

 

 

 

                                       11

<PAGE>   12

 

        IN WITNESS WHEREOF, said Salem Communications Corporation has caused

this Amended and Restated Certificate of Incorporation to be signed by Eric H.

Halvorson this 31st day of March, 1999.

 

                                            SALEM COMMUNICATIONS CORPORATION

 

 

 

                                            By: /s/ ERIC H. HALVORSON

                                                --------------------------------

                                                Eric H. Halvorson

                                                Executive Vice President

 

 

STATE OF DELAWARE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of Salem Communications Corporation (“Corporation”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered "I" so that, as amended, said Article shall be and read as follows:

 

ARTICLE I

 

NAME OF CORPORATION

 

The name of this corporation is:

 

Salem Media Group, Inc.

 

SECOND: That pursuant to the Corporation’s Certificate of Incorporation and Bylaws, shareholder approval is not required to effectuate the name change; as such, shareholders of the Corporation will not be asked to vote on the matter.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 19th day of February, 2015.

 

By:       /s/CHRISTOPHER J. HENDERSON

             Authorized Officer

 

Title:  Senior Vice President, General Counsel & Secretary

 

Name: Christopher J. Henderson

 

 

[As Filed: 02-23-2015]