AMENDED AND RESTATED BY-LAWS
REGENT COMMUNICATIONS, INC.
(effective as of July 27, 2005)
SECTION 1. ANNUAL MEETING. The annual meeting of stockholders, for the purpose of electing
directors to succeed those whose terms expire and for the transaction of such other business as may properly
come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors
shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if
no such meeting has been held, the date of incorporation.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman of the Board, the President, or the Board
of Directors, and shall be called by the President or the Secretary upon the written request of stockholders
holding of record twenty percent (20%) or more of all shares of stock outstanding and entitled to vote thereat, to
be held at such place, on such date and at such time as the caller of such meeting shall fix. No business other than
that specified in the notice shall be considered at any special meeting except with the unanimous consent of all
stockholders entitled to receive notice of such meeting.
SECTION 3. NOTICES OF MEETINGS. Except as otherwise required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation or By-laws of the Corporation), a written notice of each annual and special meeting of
stockholders stating the date, time and place thereof, and in the case of a special meeting, the purpose or
purposes thereof, shall be personally delivered, or deposited, postage prepaid, in the U.S. mail for delivery, to
each stockholder of record entitled to notice of such meeting, not more than sixty (60) days nor less than ten
(10) days before the date on which