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- S-4 Registration of securities issued in business combination transactions
- 3.1.1 Restated Articles of Incorporation of Clear Channel Communications, Inc.
- 3.1.2 Certificate of Incorporation of Ackerly Broadcasting Operations, LLC
- 3.1.3 Certificate of Incorporation of Amfm Air Services, Inc.
- 3.1.4 Certificate of Incorporation of Amfm Broadcasting Licenses, LLC
- 3.1.5 Certificate of Incorporation of Amfm Broadcasting, Inc.
- 3.1.6 Certificate of Incorporation of Amfm Holdings, Inc.
- 3.1.7 Certificate of Incorporation of Amfm Inc.
- 3.1.8 Certificate of Incorporation of Amfm Michigan, LLC
- 3.1.9 Certificate of Incorporation of Amfm Operating Inc.
- 3.1.10 Certificate of Incorporation of Amfm Radio Group, Inc.
- 3.1.11 Certificate of Incorporation of Amfm Radio Licenses, LLC
- 3.1.12 Certificate of Incorporation of Amfm Shamrock Texas, Inc.
- 3.1.13 Certificate of Incorporation of Amfm Texas Broadcasting, LP
- 3.1.14 Certificate of Incorporation of Amfm Texas Licenses, LP
- 3.1.15 Certificate of Incorporation of Amfm Texas, LLC
- 3.1.16 Certificate of Incorporation of Broadcast Architecture, Inc.
- 3.1.17 Certificate of Incorporation of Broadcast Finance, Inc.
- 3.1.18 Certificate of Incorporation of Capstar Broadcasting Partners, Inc.
- 3.1.19 Certificate of Incorporation of Capstar Radio Operating Company
- 3.1.20 Certificate of Incorporation of Capstar TX Limited Partnership
- 3.1.21 Certificate of Incorporation of CC Broadcast Holdings, Inc
- 3.1.22 Certificate of Incorporation of CC Finco Holdings, LLC
- 3.1.23 Certificate of Incorporation of CC Licenses, LLC
- 3.1.24 Certificate of Incorporation of CCB Texas Licenses, Inc.
- 3.1.25 Certificate of Incorporation of Central Ny News, Inc.
- 3.1.26 Certificate of Incorporation of Christal Radio Sales, Inc.
- 3.1.27 Certificate of Incorporation of Cine Guarantors II, Inc.
- 3.1.28 Certificate of Incorporation of Citicasters Co.
- 3.1.29 Certificate of Incorporation of Citicasters Licenses, Inc.
- 3.1.30 Certificate of Incorporation of Clear Channel Aviation, LLC
- 3.1.31 Certificate of Incorporation of Clear Channel Broadcasting Licenses, Inc.
- 3.1.32 Certificate of Incorporation of Clear Channel Broadcasting, Inc.
- 3.1.33 Certificate of Incorporation of Clear Channel Capital I, LLC
- 3.1.34 Certificate of Incorporation of Clear Channel Collective Marketing, Inc.
- 3.1.35 Certificate of Incorporation of Clear Channel Company Store, Inc.
- 3.1.36 Certificate of Incorporation of Clear Channel Holdings, Inc.
- 3.1.37 Certificate of Incorporation of Clear Channel Indentity, Inc.
- 3.1.38 Certificate of Incorporation of Clear Channel Investments, Inc.
- 3.1.39 Certificate of Incorporation of Clear Channel Management. Services, Inc.
- 3.1.40 Certificate of Incorporation of Clear Channel Mexico Holdings, Inc.
- 3.1.41 Certificate of Incorporation of Clear Channel Real Estate, LLC
- 3.1.42 Certificate of Incorporation of Clear Channel Satellite Services, Inc.
- 3.1.43 Certificate of Incorporation of Clear Channel Wireless, Inc.
- 3.1.44 Certificate of Incorporation of Clearmart, Inc.
- 3.1.45 Certificate of Incorporation of Critical Mass Media, Inc.
- 3.1.46 Certificate of Incorporation of Jacor Broadcasting Corporation
- 3.1.47 Certificate of Incorporation of Jacor Broadcasting of Colorado, Inc.
- 3.1.48 Certificate of Incorporation of Jacor Broadcasting of Denver, Inc.
- 3.1.49 Certificate of Incorporation of Jacor Communications Company
- 3.1.50 Certificate of Incorporation of Katz Communications, Inc.
- 3.1.51 Certificate of Incorporation of Katz Media Group, Inc.
- 3.1.52 Certificate of Incorporation of Katz Millennium Sales & Marketing Inc.
- 3.1.53 Certificate of Incorporation of Katz Net Radio Sales, Inc.
- 3.1.54 Certificate of Incorporation of Ktzmedia Corporation
- 3.1.55 Certificate of Incorporation of M Street Corporation
- 3.1.56 Certificate of Incorporation of Premiere Radio Networks, Inc.
- 3.1.57 Certificate of Incorporation of Radio-active Media, Inc.
- 3.1.58 Certificate of Incorporation of Terrestrial RF Licensing, Inc.
- 3.1.59 Certificate of Incorporation of the New Research Group, Inc.
- 3.2.1 Amended & Restated By-laws of Clear Channel Cummunications, Inc.
- 3.2.2 By-laws of Ackerley Broadcasting Operations, LLC
- 3.2.3 By-laws of Amfm Air Services, Inc.
- 3.2.4 By-laws of Amfm Broadcasting Licenses, LLC
- 3.2.5 By-laws of Amfm Broadcasting, Inc.
- 3.2.6 By-laws of Amfm Holdings Inc.
- 3.2.7 By-laws of Amfm Inc.
- 3.2.8 By-laws of Amfm Michigan, LLC
- 3.2.9 By-laws of Amfm Operating Inc.
- 3.2.10 By-laws of Amfm Radio Group, Inc.
- 3.1.11 By-laws of Amfm Radio Licenses, LLC
- 3.1.12 By-laws of Amfm Shamrock Texas, Inc.
- 3.2.13 By-laws of Amfm Texas Broadcasting, LP
- 3.2.14 By-laws of Amfm Texas Licenses, LP
- 3.2.15 By-laws of Amfm Texas, LLC
- 3.2.16 By-laws of Broadcast Architecture, Inc.
- 3.2.17 By-laws of Broadcast Finance, Inc.
- 3.2.18 By-laws of Capstar Broadcasting Partners, Inc.
- 3.2.19 By-laws of Capstar Radio Operating Company
- 3.2.20 By-laws of Capstar TX Limited Partnership
- 3.2.21 By-laws of CC Broadcast Holdings, Inc.
- 3.2.22 By-laws of CC Finco Holdings, LLC
- 3.2.23 By-laws of CC Licenses, LLC
- 3.2.24 By-laws of CCB Texs Licenses, Inc.
- 3.2.25 By-laws of Central Ny News, Inc.
- 3.2.26 By-laws of Christal Radio Sales, Inc.
- 3.2.27 By-laws of Cine Guarantors II, Inc.
- 3.2.28 By-laws of Citicasters Co.
- 3.2.29 By-laws of Citicasters Licenses, Inc.
- 3.2.30 By-laws of Clear Channel Aviation, LLC
- 3.2.31 By-laws of Clear Channel Broadcasting Licenses, Inc.
- 3.2.32 By-laws of Clear Channel Broadcasting, Inc.
- 3.2.33 By-laws of Clear Channel Capital I, LLC
- 3.2.34 By-laws of Clear Channel Collective Marketing, LLC
- 3.2.35 By-laws of Clear Channel Company Store, Inc.
- 3.2.36 By-laws of Clear Channel Holdings, Inc.
- 3.2.37 By-laws of Clear Channel Indentity, Inc.
- 3.2.38 By-laws of Clear Channel Investments, Inc.
- 3.2.39 By-laws of Clear Channel Management Services, Inc.
- 3.2.40 By-laws of Clear Channel Mexico Holdings, Inc.
- 3.2.41 By-laws of Clear Channel Real Estate, LLC
- 3.2.42 By-laws of Clear Channel Satellite Services, Inc.
- 3.2.43 By-laws of Clear Channel Wireless, Inc.
- 3.2.44 By-laws of Clearmart, Inc.
- 3.2.45 By-laws of Critical Mass Media, Inc.
- 3.2.46 By-laws of Jacor Broadcasting Corporation
- 3.2.47 By-laws of Jacor Broadcasting of Colorado, Inc.
- 3.2.48 By-laws of Jacor Broadcasting of Denver, Inc.
- 3.2.49 By-laws of Jacor Communications Company
- 3.2.50 By-laws of Katz Communications, Inc.
- 3.2.51 By-laws of Katz Media Group, Inc.
- 3.2.52 By-laws of Katz Millennium Sales& Marketing Inc.
- 3.2.53 By-laws of Katz Net Radio Sales, Inc.
- 3.2.54 By-laws of Ktzmedia Corporation
- 3.2.55 By-laws of M Street Corporation
- 3.2.56 By-laws of Premiere Radio Networks, Inc.
- 3.2.57 By-laws of Radio-active Media, Inc.
- 3.2.58 By-laws of Terrestrial RF Licensing, Inc.
- 3.2.59 By-laws of the New Research Group, Inc.
- 5.1 Opinion of Ropes & Gray LLP
- 5.2 Opinion of Cox Smith Matthews Incorporated
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21 List of Subsidiaries
- 23.1 Consent of Ernst & Young LLP
- 25 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers-dealers
- 99.4 Form of Letter to Clients
- 3 Apr 13 Registration of securities issued in business combination transactions
- 24 Jun 11 Registration of securities issued in business combination transactions
- 17 Apr 09 Registration of securities issued in business combination transactions (amended)
- 30 Mar 09 Registration of securities issued in business combination transactions
Exhibit 3.1.31
FILING FEE: $125 DM | ||||||||
RECEIPT# C92723 EXPEIDTE# E48611 BY: OPPENHEIMER, BLEND 711 NAVARRO 6TH FLOOR SAN ANTONIO, TX 782C | ||||||||
ARTICLES OF INCORPORATION
OF
CLEAR CHANNEL RADIO LICENSES, INC.
1.Name: The name of the corporation is CLEAR CHANNEL RADIO LICENSES, INC.
2.Registered Agent and Principal and Registered Office: The address of the principal and registered office of the corporation in Nevada is: 3305 W. Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102, and the name of the registered agent of the corporation at that address is: The Home Office.
3.Purposes: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Business Corporation Act.
4.Capital Stock: The aggregate number of shares which the corporation shall have the authority to issue is 1,000 shares of common stock of the par value of ten cents ($0.10) per share.
5.Directors: The members of the governing board of the corporation shall be styled “Directors.” The initial Board of Directors shall consist of three (3) members. The names and addresses of the persons who are elected to serve as Directors until the first annual meeting of the shareholders, and until their successors shall have been elected and qualified, are:
NAME | ADDRESS | |
L. Lowry Mays | 7710 Jones Maltsberger Road | |
Suite 600 | ||
San Antonio, Texas 78216-6940 | ||
B. J. McCombs | 7710 Jones Maltsberger Road | |
Suite 600 | ||
San Antonio, Texas 78216-6940 | ||
John H. Williams | 7710 Jones Maltsberger Road | |
Suite 600 | ||
San Antonio, Texas 78216-6940 |
6 .Assessability of the Stock: After the amount of the subscription price, or par value, for the issuance of capital stock has been paid, the capital stock is not subject to assessment to pay the debts of the corporation.
7.Denial of Cumulative Voting: No stockholder shall have the right to cumulate his votes for the election of directors, but each share shall be entitled to one vote in the election of each director.
8.Denial of Preemptive Rights. No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment hereof or out of the shares of the stock of the corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to subscribe for, purchase or receive any bonds, debentures or other securities which the corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertained any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for, purchase or receive from the corporation any shares of its capital stock; but all such additional issues of stock, rights and options, or of bonds, debentures or other securities convertible into or exchangeable for stock, or to which warrants shall be attached or appertained or which shall confer upon the holder the rights to subscribe for, purchase or receive any shares of stock, may be issued and disposed of by the Board of Directors to such persons, firms or corporations as in their absolute discretion they may deem advisable. The acceptance of attack in the corporation shall be a waiver of any preemptive or preferential right which in the absence of this provision might otherwise be asserted by stockholders of the corporation or any of them.
9.Duration. The period of the duration of the corporation is perpetual.
10.Limited Liability and Indemnification. To the fullest extent permitted by the Nevada Business Corporation Act as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director; provided, however, that this provision shall not affect a director’s liability for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law; or (b) the payment of dividends in violation of NRS 78.300. The corporation shall indemnify its directors to the fullest extent permissible under the Nevada Business Corporation Act, and the expenses of directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to repay the amount if it is ultimately determined by a court that such person is not entitled to be indemnified by the corporation.
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11.Incorporator. The name and address of the incorporator of the corporation is:
NAME | ADDRESS | |
J. David Oppenheimer | 711 Navarro, Sixth Floor San Antonio, Texas 78205 |
EXECUTED this27th day ofOctober, 1993.
INCORPORATOR: |
/s/ J. DAVID OPPENHEIMER |
J. DAVID OPPENHEIMER |
STATE OF TEXAS | § | |
§ | ||
COUNTY OF BEXAR | § |
OnOctober 27, 1993, personally appeared before me, a notary public, J. David Oppenheimer, personally known to me to be the person whose name is subscribed to the above instrument who acknowledged that he executed the instrument.
Notary Public, State of Texas |
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