AMENDED AND RESTATED
CODE OF BY-LAWS
EMMIS COMMUNICATIONS CORPORATION
(As Amended Through December 15, 2008)
Identification and Offices
Section 1.1 . Name . The name of the Corporation is Emmis Communications Corporation (hereinafter
referred to as the “Corporation”).
Section 1.2 . Registered Office . The registered office and registered agent of the Corporation is as provided
and designated in the Corporation’s Amended and Restated Articles of Incorporation, as the same may be
amended from time to time (the “Articles”). The Board of Directors may, from time to time, change its registered
office or registered agent . On or before the day that any such change is to become effective, a certificate of such
change shall be filed with the Secretary of State of the State of Indiana.
Section 1.3 . Other Offices . The Corporation may establish and maintain such other offices, within or without
the State of Indiana, as are from time to time authorized by the Board of Directors. The principal office of the
Corporation is One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204.
Meetings of Shareholders
Section 2.1 . Place of Meeting . All meetings of the shareholders of the Corporation (the “Shareholders”)
shall be held at the principal office of the Corporation in the State of Indiana or at such other place within or
without the State of Indiana as may be fixed from time to time by the Board of Directors, the Chairman of the
Board or the President.
Section 2.2 . Annual Meeting . The annual meeting of the Shareholders shall be held each year within six
(6) months after the end of the previous fiscal year for the purpose of electing Directors and for the transaction of
such other business as may properly come before the annual meeting. If for any reason an annual meeting is not
held during the time period herein provided, such annual meeting maybe held at any time thereafter, or the
business to be t