A DELAWARE CORPORATION
Effective as of 12/31/01
(Incorporating amendments through 8/30/01)
The registered office of Arbitron Inc. (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington,
County of New Castle. The executive offices of the Corporation shall be located in the City of New York, County of New York,
State of New York. The Corporation may have such other offices, either within or without the States of Delaware and New York,
as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Section 1. Annual Meeting . An annual meeting of the stockholders shall be held for the purpose of electing directors at
such date, time and place, either inside or outside of the State of Delaware, as may be designated by the Board of Directors from
time to time. Any other proper business may be transacted at the annual meeting.
Section 2. Special Meetings . Special meetings of stockholders for any purpose or purposes may be called at any time by
the Chairman, by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the
Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the
power to call such meetings, but such special meetings may not be called by any other person or persons.
Section 3. Place of Meeting . Meetings of stockholders shall be held at such place as may be designated by the person or
persons calling the meeting. If no designation is so made, meetings of stockholders shall be held at the executive offices of the
Corporation in New York.
Section 4. Notice of Meeting . Written notice stating the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given not less than 1