Exhibit 3.55
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 07:46 AM 11/20/2014 | ||||
| FILED 08:00 AM 11/20/2014 | ||||
| SRV 141434215 - 2086110 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors ofCBS Collegiate Sports Properties Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1st” so that, as amended, said Article shall be and read as follows:
First: The name of this corporation is: Outfront Media Sports Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of November, 2014.
| By: |  | |
| ||
| Authorized Officer | ||
| Title: | Vice President, Assistant Secretary | |
| Name: | Lisa M. Tanzi | |
| Print or Type | ||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 01:25 PM 04/19/2006 | ||||
| FILED 01:17 PM 04/19/2006 | ||||
| SRV 060363567 - 2086110 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VIACOM OUTDOOR SPORTS MARKETING INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is Viacom Outdoor Sports Marketing Inc.
2. The certificate of incorporation of the Corporation is hereby amended by striking out Article 1. thereof and substituting in lieu of said Article the following new Article:
“1. The name of the Corporation is CBS Collegiate Sports Properties Inc.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.
Signed on April 19, 2006
 |
|
| Amy Berlin |
| Assistant Secretary |
| STATE OF DELAWARE | ||||
| SECRETARY OF STATE | ||||
| DIVISION OF CORPORATIONS | ||||
| FILED 09:00 AM 08/28/2001 | ||||
| 010425543 - 2086110 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OSI Sports Marketing, Inc.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is OSI Sports Marketing, Inc.
2. The certificate of incorporation of the corporation is hereby amended by striking out Article thereof numbered “1.” And by substituting in lieu of said Article 1., the following new Article 1.:
“1. The name of the corporation is:VIACOM OUTDOOR SPORTS MARKETING INC.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated: August 27, 2001
 |
|
| ILENE W. STACK |
| ASSISTANT SECRETARY |
| STATE OF DELAWARE | ||||
| SECRETARY OF STATE | ||||
| DIVISION OF CORPORATIONS | ||||
| FILED 09:00 AM 07/14/1999 | ||||
| 991287974 - 2086110 |
CERTIFICATE OF MERGER
OF
PREMIER SPORTS MARKETING, LLC
and
PHOENIX PRODUCT GROUP, LLC
WITH AND INTO
PREMIER SPORTS MARKETING, INC.
Pursuant to the provisions of Section 264 of the General Corporation Law of the State of Delaware (“Code”) and Section 29-754 of the Arizona Limited Liability Company Act (“Act”), Premier Sports Marketing, LLC, an Arizona limited liability company (“LLC”), Phoenix Product Group, LLC, an Arizona limited liability corporation, (“Phoenix”) and Premier Sports Marketing, Inc., a Delaware corporation (“Premier”), hereby execute the following Certificate of Merger on behalf of LLC, Phoenix and Premier.
1. The name and state of domicile of each of the constituent entities are Premier Sports Marketing, LLC, an Arizona limited liability company, Phoenix Product Group, LLC, an Arizona limited liability company and Premier Sports Marketing, Inc., a Delaware corporation.
2. In accordance with Section 264(c)(2) of the Code and Section 29-752(B) of the Act, LLC, Phoenix and Premier have approved, adopted, certified, executed and acknowledged an Agreement and Plan of Merger, dated June 30,1999, by and among LLC, Phoenix and Premier (the “Plan”) pursuant to which LLC and Phoenix will merge with and into Premier (the “Merger”).
3. Premier, a Delaware corporation, will be the entity surviving the Merger.
4. The certificate of incorporation of Premier will be the certificate of incorporation of the surviving entity, provided that the First Article of the certificate of incorporation is amended to read as follows:
The name of the company is “OSI Sports Marketing, Inc.”
5. The Merger shall be effective on the date and at the time of filing of both the Certificate of Merger with the State of Delaware and the Articles of Merger with the State of Arizona.
6. The executed Agreement and Plan of Merger is on file at Premier’s principal place of business located at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.
7. A copy of the Agreement and Plan of Merger will be furnished by Premier on request and without cost to any member of any constituent entity.
8. Premier agrees that it may be served with process in Arizona, in an action, suit or proceeding for the enforcement of any obligation of LLC or Phoenix and for the enforcement of any obligation of Premier arising from the Merger.
9. Premier irrevocably appoints the Arizona corporate commission as its agent to accept service of process in any action, suit or proceeding described in Article 8. The commission shall mail a copy of any process to Premier’s principle place of business at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, Premier, Phoenix and LLC have caused this Certificate to be executed in their respective names by the duly authorized managers of LLC and Phoenix and a duly authorized officer of Premier, as of the 30 day of June, 1999.
| PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
| PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
| PHOENIX PRODUCT GROUP, LLC by its manager PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRO-SERVE MARKETING, INC.
Pro-Serve Marketing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY THAT:
FIRST:
The Certificate of Incorporation of the Company (the “Certificate”) is amended as follows:
The name of the Company shall be changed to “Premier Sports Marketing, Inc.”
SECOND:
The foregoing amendment to the Certificate has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.
THIRD:
The foregoing amendment to the Certificate has been duly consented to and approved by the required vote of the stockholders of the Company in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate has been subscribed this 25th day of March, 1991 by the undersigned, thereunto duly authorized.
| ATTEST: | ||||
 |  | |||
|
| |||
| Leone G. Pugh | Terry D. Pugh | |||
| Secretary | President and Chief Financial Officer | |||
CERTIFICATE OF INCORPORATION OF PRO-SERVE MARKETING, INC. |  |
FIRST: The name of this corporation is Pro-Serve Marketing, Inc.
SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The corporation is authorized to issue One Thousand (1,000) shares of Common Stock, no par value.
FIFTH: The name and mailing address of the incorporator are as follows:
David A. Rosenthal
Manwell & Wes
425 California Street, Suite 1301
San Francisco, California 94104
I, THE UNDERSIGNED INCORPORATOR, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of March 1986.
 |
|
| David A. Rosenthal |
| Incorporator |
I declare that I am the person who executed the foregoing Certificate of Incorporation and said instrument is my act and deed.
Executed this 17th day of March 1986, at San Francisco, California.
 |
|
| David A. Rosenthal |
| STATE OF DELAWARE | ||||
| SECRETARY OF STATE | ||||
| DIVISION OF CORPORATIONS | ||||
| FILED 09:00 AM 07/14/1999 | ||||
| 991287974 - 2086110 |
CERTIFICATE OF MERGER
OF
PREMIER SPORTS MARKETING, LLC
and
PHOENIX PRODUCT GROUP, LLC
WITH AND INTO
PREMIER SPORTS MARKETING, INC.
Pursuant to the provisions of Section 264 of the General Corporation Law of the State of Delaware (“Code”) and Section 29-754 of the Arizona Limited Liability Company Act (“Act”), Premier Sports Marketing, LLC, an Arizona limited liability company (“LLC”), Phoenix Product Group, LLC, an Arizona limited liability corporation, (“Phoenix”) and Premier Sports Marketing, Inc., a Delaware corporation (“Premier”), hereby execute the following Certificate of Merger on behalf of LLC, Phoenix and Premier:
1. The name and state of domicile of each of the constituent entities are Premier Sports Marketing, LLC, and Arizona limited liability company, Phoenix Product Group, LLC, and Arizona limited liability company and Premier Sports Marketing, Inc., a Delaware corporation.
2. In accordance with Section 264(c)(2) of the Code and Section 29-752(B) of the Act, LLC, Phoenix and Premier have approved, adopted, certified, executed and acknowledged an Agreement and Plan of Merger, dated June 30, 1999, by and among LLC, Phoenix and Premier (the “Plan”) pursuant to which LLC and Phoenix will merge with and into Premier (the “Merger”).
3. Premier, a Delaware corporation, will be the entity surviving the Merger.
4. The certificate of incorporation of Premier will be the certificate of incorporation of the surviving entity, provided that the First Article of the certificate of incorporation is amended to read as follows:
The name of the company is “OSI Sports Marketing, Inc.”
5. The Merger shall be effective on the date and at the time of filing of both the Certificate of Merger with the State of Delaware and the Articles of Merger with the State of Arizona.
6. The executed Agreement and Plan of Merger is on file at Premier’s principal place of business located at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.
7. A copy of the Agreement and Plan of Merger will be furnished by Premier on request and without cost to any member of any constituent entity.
8. Premier agrees that it may be served with process in Arizona in an action, suit or proceeding for the enforcement of any obligation of LLC or Phoenix and for the enforcement of any obligation of Premier arising from the Merger.
9. Premier irrevocably appoints the Arizona corporate commission as its agent to accept service of process in any action, suit or proceeding described in Article 8. The commission shall mail a copy of any process to Premier’s principle place of business at 2400 E. Arizona Biltmore Circle, Bldg. 2, Suite 1270, Phoenix, AZ 85016.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, Premier, Phoenix and LLC have caused this Certificate to be executed in their respective names by the duly authorized managers of LLC and Phoenix and a duly authorized officer of Premier, as of the 30 day of June, 1999.
| PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
| PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
| PHOENIX PRODUCT GROUP, LLC by its manager PREMIER SPORTS MARKETING, LLC, by its manager PREMIER SPORTS MARKETING, INC. | ||||
| By: |  | |||
| ||||
| Name: | WILLIAM S. LEVINE | |||
| Title: | CHAIRMAN | |||
3
| Attorneys | Telephone: | (404) 572-6600 | ||||
| 16th Floor | Fax: | (404) 572-6999 | ||||
| 191 Peachtree Street | Internet: | www.pgfm.com | ||||
| Atlanta, GA 30303 |
This message may contain confidential information under the attorney-client privilege or is otherwise not subject to disclosure. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, any use of this information is prohibited. If you have received this communication in error, please notify us immediately.
| FACSIMILE TRANSMISSION COVER SHEET | Date: | July 29, 1999 | ||||||
| To: | Mr. Bill M. Beverage | Fax # | 602-278-2521 | |||||
| Outdoor Systems, Inc. (602-246-9569) | ||||||||
| From: | Ms. Laverne K. Calvert, Paralegal | Sender’s Direct Fax # N/A | ||||||
| Sender’s e-mail address: lcalvert@pgfm.com | ||||||||
| Sender’s Direct Dial # 404-572-4533 | ||||||||
| Our File # D05031.0001 | Attorney # 3171 | |||||||
| Total Pages (Including This Page): | 6 |
| Please notify | Laverne K. Calvert | at 404-572-4533 | if all pages are not received properly |
COMMENTS:
| Re: | Merger of Phoenix Product, LLC, and Premier Sports Marketing, LLC, with and into Premier Sports Marketing, Inc. with name change to OSI Sports Marketing, Inc. -Effective Date: July 15, 1999 |
As requested, attached is evidence of the Delaware filing on July 14, 1999 of the merger/name change, together with a fax from CSC confirming the filing in Arizona on July 15, 1999.
Please note that, pursuant to the terms of the Certificate/Articles of Merger, the effective date of the merger/name change is the date of the latter filing (i.e., filing in Arizona on July 15, 1999).
Call if you have any questions. Thanks. /Laverne
 | CSC- Tallahassee 1201 Hays Street Tallahassee, FL 32301-2636 800-342-8086 850-521-1010 Fax |  |
| Matter# PREMIER | Order# 306363 - 010 | Order Date 07/14/1999 |
| Entity Name: | PREMIER SPORTS MARKETING, INC. | |
| Jurisdiction: | Arizona- Corporation Commission Corporate Filings Division | |
| Request for: | Merger | |
| Result: | Filed File Date: 07/15/1999 |
Thank you for using CSC. If you have any questions concerning these order results, please feel free to contact us.
Harry Davis
hdavis@cscinfo.com
800-342-8086
Ordered by Laverne Calvert, Legal Asst at POWELL GOLDSTEIN FRAZER & MURPHY
 | ||||
CERTIFICATE OF INCORPORATION OF PRO-SERVE MARKETING, INC. |  | |||
FIRST: The name of this corporation is Pro-Serve Marketing, Inc.
SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The corporation is authorized to issue One Thousand (1,000) shares of Common Stock, no par value.
FIFTH: The name and mailing address of the incorporator are as follows:
David A. Rosenthal
Manwell & Wes
425 California Street, Suite 1301
San Francisco, California 94104
I, THE UNDERSIGNED INCORPORATOR. for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of March 1986.
 |
|
| David A. Rosenthal |
| Incorporator |
I declare that I am the person who executed the foregoing Certificate of Incorporation and said instrument is my act and deed.
Executed this 17th day of March 1986, at San Francisco, California.
 |
|
| David A. Rosenthal |
| STATE OF DELAWARE | ||||
| SECRETARY OF STATE | ||||
| DIVISION OF CORPORATIONS | ||||
| FILED 09:00 AM 04/01/1991 | ||||
| 910915122 - 2086110 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRO-SERVE MARKETING, INC.
Pro-Serve Marketing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY THAT:
FIRST:
The Certificate of Incorporation of the Company (the “Certificate”) is amended as follows:
The name of the Company shall be changed to “Premier Sports Marketing, Inc.”
SECOND:
The foregoing amendment to the Certificate has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.
THIRD:
The foregoing amendment to the Certificate has been duly consented to and approved by the required vote of the stockholders of the Company in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate has been subscribed this 25th day of March, 1991 by the undersigned, thereunto duly authorized.
| ATTEST: | ||||
 |  | |||
|
| |||
| Leone G. Pugh | Terry D. Pugh | |||
| Secretary | President and Chief Financial Officer | |||
25641000013038
This is your Washington Corporation or LLC License.
This is not a Washington Business License.
C/O CORPORATION SERVICE COMPANY 300 DESCHUTES WAY SW STE 304 TUMWATER WA 98501 Detach before posting 000176
State of Washington
Business Licensing Service
Office of the Secretary of State
Corporations Division
LEGAL ENTITY REGISTRATION
Unified Business ID #: 601 974 814
Business ID #: 1
Expires: 08-31-2015
CBS COLLEGIATE SPORTS PROPERTIES INC.
300 DESCHUTES WAY SW STE 304
TUMWATER WA 98501
Foreign Profit Corporation
Renewed by Authority of Secretary of State
By accepting this document the licensee certifies that information provided on the renewal was complete, true, and accurate to the best of his or her knowledge, and that the company will stay in compliance with all applicable Washington State regulations.
Director, Department of Revenue
UBI NO.
601 974 814 1 EXPIRATION
08-31-2015
Please tear off this section and keep it with your records.
CBS COLLEGIATE SPORTS PROPERTIES INC. 300 DESCHUTES WAY SW STE 304 TUMWATER WA 98501
Note: This is not a Washington business license. The expiration date indicates when you will need to renew your corporation, limited liability company or Massachusetts trust in Washington State.
You may renew again at business.wa.gov/BLS after March 1, 2015.
Use the new password: P968 3S76. For security purposes the password changes each year after you renew.
Please read the information printed on the back side of this document. For business license information go to business.wa.gov/BLS or 1-800-451-7985.
This document is not a business license. It is a renewal of your status as a corporation, limited liability company or a Massachusetts trust.
Please contact the Office of the Secretary of State if you have any questions regarding the status of your corporation, limited liability company or Massachusetts trust.
Corporations Division
Office of the Secretary of State
PO Box 40234
Olympia WA 98504-0234
Telephone: (360) 725-0377
Website: www.sos.wa.gov
Changes
The address appearing on this document is the registered agent’s address. To change the agent or agent’s address you can download the Statement of Change of Registered Agent/Office form at the Office of the Secretary of State’s website.
Business licensing
You may be required to apply for business licenses with the Department of Revenue or other state agencies before you can legally operate a business as a corporation, limited liability company, or Massachusetts trust.
In addition, if your business will operate under any names different from the names on this document, you must register them as trade names with the Department of Revenue.
To get licensing information and forms, visitbusiness.wa.gov/BLS. If you have questions about business licensing or registering trade names, please contact:
State of Washington
Business Licensing Service
PO Box 47475
Olympia WA 98507-7475
Telephone: 1-800-451-7985
Fax: (360) 705-6699
For assistance or to request this document in an alternate format, visit http://business.wa.gov/BLS or call 1-800-451-7985.
Teletype (TTY) users may use the Washington Relay Service by calling 711.
BLS-700-108 (01/30/14)