WESTWOOD ONE, INC.
(A Delaware Corporation)
As Amended and Restated
Section 1.01. REGISTERED OFFICE. The registered office of Westwood One, Inc. (the “Corporation”) in
the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, and the name of the registered agent at that address shall be The Corporation Trust
Section 1.02. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the Corporation shall be
located at 9540 Washington Boulevard, Culver City, California 90232. The Board of Directors of the Corporation
(the “Board of Directors”) may change the location of said principal executive office.
Section 1.03. OTHER OFFICES. The Corporation may also have an officer or offices at such other place or
places, either within or without the State of Delaware, as the Board of Directors may from time to time determine
or as the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
Section 2.01. ANNUAL MEETINGS. The annual meeting of stockholders of the Corporation shall be held
between May 1 and August 30 of each year on such date at such time as the Board of Directors shall determine.
At each annual meeting of stockholders, directors shall be elected in accordance with the provisions of
Section 3.04 hereof and any other proper business may be transacted.
Section 2.02. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or purposes may be
called at any time by a majority of the Board of Directors or by the Chairman of the Board. Special meetings may
not be called by any other person or persons. Each special meeting shall be held at such date and time as is
requested by the persons calling the meeting, with the limits fixed by law.
Section 2.03. PLACE OF MEETINGS. Each annual or special meeting of stockholders shall be held at such
location as may be determined by the Board of Directors or, if no such determination is made, at such p