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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
     FIFTH:  The name and mailing address of the incorporator are:

Name                                 Mailing Address
- ----                                 ---------------
Eric R. Dann                         Davis Polk & Wardwell
                                     450 Lexington Avenue
                                     New York, New York 10017

The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.

     SIXTH:  The name and mailing address of the person who is to serve as
director until the first annual meeting of stockholders or until his successors
are elected and qualified are:

Name                                 Mailing Address
- ----                                 ---------------
Fred Schulte                         One Cablevision Center
                                     Suite 100
                                     Ferndale, NY 12734

     SEVENTH:  The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.

     EIGHTH:  Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.

     NINTH:  (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

     (2)(a)  Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director of the Corporation or is or was serving at
the request of the Corporation as a director of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent permitted by Delaware
Law.  The right to indemnification conferred in this ARTICLE NINTH shall also
include the right to be paid by the Corporation the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware Law.