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LIMITED LIABILITY COMPANY AGREEMENT OF RADIO ONE OF INDIANA, LLC

LLC Operating Agreement

LIMITED LIABILITY COMPANY AGREEMENT

OF

RADIO ONE OF INDIANA, LLC | Document Parties: RADIO ONE INC | RADIO ONE OF INDIANA, LLC You are currently viewing:
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Title: LIMITED LIABILITY COMPANY AGREEMENT OF RADIO ONE OF INDIANA, LLC
Date: 8/5/2005

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EXHIBIT 3.66

LIMITED LIABILITY COMPANY AGREEMENT

OF

RADIO ONE OF INDIANA, LLC

This Limited Liability Company Agreement (the "Agreement") of Radio One of

Indiana, LLC, a Delaware limited liability company (the "Company), is made as of

December 31,2001, by Radio One of Indiana, L.P., a Delaware limited partnership

(the "Member").

In consideration of the agreements and obligations set forth herein and

intending to be legally bound, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Member hereby

agrees as follows:

1. Formation. The Company was formed on November 20, 2001 by filing a

Certificate of Formation with the Delaware Secretary of State pursuant to the

Delaware Limited Liability Company Act (the "Delaware Act") and on behalf of the

Member.

2. Name. The name of the Company is "Radio One of Indiana, LLC" and all

Company business shall be conducted under such name.

3. Purpose. The Company is formed for the purpose of engaging in any

lawful act or activity for which limited liability companies may be formed under

Delaware law and engaging in any and all activities necessary, convenient,

desirable or incidental to the foregoing.

4. Principal Place of Business. The principal place of business of the

Company shall be at c/o 5900 Princess Garden Parkway, 8th Floor, Lanham, MD

20706.

5. Member. The name and mailing address of the Member is as follows:

Name Address

Radio One of Indiana, L.P. 21 East St. Joseph Street

Indianapolis, IN 46204

Attn: General Manager

6. Registered Agent and Office. The street address of the initial

registered office of the Company shall be: 2711 Centerville Road, Suite 400,

Wilmington, DE 19808. The name of the Company's registered agent at such address

is: Corporation Service Company. At any time, the Member may designate a

different registered agent and/or registered office.

7. Powers. The Company shall have the power and authority to take any and

all actions necessary, appropriate, proper, advisable, incidental or convenient

to or for the furtherance of the purposes described herein, including all

powers, statutory or otherwise, possessed by the members of limited liability

companies under Delaware law.

1

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8. Management of the Company. The business affairs of the company shall be

managed by the Member in accordance with Section 18-402 of the Delaware Act.

Management of the Company shall be vested in the Member. The Member shall have

sole and complete discretion in determining whether to issue Units, the number

of Units to be issued at any particular time, the purchase price for any Units

issued, and all other terms and conditions governing any Units or the issuance

thereof. The Member may appoint a President, one or more Vice Presidents, a

Treasurer, a Secretary and/or one or more other officers as it deems necessary,

desirable or appropriate, with such authority and upon such terms and conditions

as the Member deems appropriate or, in the absence of such determination by the

Member, as are appropriate to an officer with a similar title of a Delaware

corporation. Any such officer shall serve at the pleasure of the Member and may

be removed, with or without cause, by the Member.

9. Relationship Between the Member and the Company.

(a) The Member, its Affiliates (hereinafter defined), and the

directors, officers and employees of the Member and its Affiliates may enter

into agreements with the Company providing for the performance of services for

the Company, and the receipt of such compensation as the Company may agree to

pay.

(b) The Member, Manager (as defined in the Delaware Act) or officers

of the Company shall not be liable or accountable in damages or otherwise to the

Company or the Member for any act or omission done or omitted by him, her or it

in good faith, unless such act or omission constitutes gross negligence or

willful misconduct on the part of the Member, Manager or offi


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