Exhibit 3.10
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
FOUCE AMUSEMENT ENTERPRISES,
a California corporation
Frank L. Fouce and Betty L. Fouce certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Fouce Amusement Enterprises, a California corporation.
2. The Articles of Incorporation of the Corporation are amended and
restated to read in their entirety as follows:
One: The name of the Corporation is Fouce Amusement
Enterprises.
Two: The Corporation elects to be governed by all of the
provisions of the General Corporation Law (as added to the California
Corporations Code effective January 1, 1977, and as subsequently
amended) not otherwise applicable to the Corporation under Chapter 23
of the General Corporation Law.
Three: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation law of California other than the banking business,
the trust company business or the practice of a profession permitted
to be incorporated by the California Corporations Code.
Four: The total number of shares of all classes of stock which
the Corporation shall have the authority to issue is TWO THOUSAND
(2,000) shares of Common Stock, without par value.
Five: The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through
bylaw provisions, agreements with agents, vote of shareholders or
disinterested directors or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations
Code, subject only to the applicable limits set forth in
Section 204 of the California Corporations Code with respect to
actions for breach of duty to the Corporation and its shareholders.
Any repeal or modification of the foregoing provisions of this Section
Five by the shareholder(s) of the Corporation shall not adversely
affect any right of indemnification or limitation of liability of a
director or officer of the Corporation relating to acts or omissions
occurring prior to such repeal or modification.
3. The foregoing Restated and Amended Articles of Incorporation have
been duly approved by the Board of Directors of the Corporation.
4. The foregoing Article Amendments were approved by the required
vote of the shareholders of the Corporation in accordance with Section 902 of
the California General Corporation Law. The total number of outstanding shares
of the Corporation is 200. The number of shares voting in favor of the amendment
equaled 100% of the outstanding shares.
IN WITNESS WHEREOF, the undersigned executed this Certificate on
December 22, 1997.
/s/ Frank L. Fouce
-------------------------------
Frank L. Fouce, President
/s/ Betty L. Fouce
-------------------------------
Betty L. Fouce, Secretary
The undersigned, Frank L. Fouce and Betty L. Fouce, the President and
Secretary, respectively, of Fouce Amusement Enterprises, a California
corporation, each declares under penalty of perjury that the matters set out in
the foregoing Certificate of Amendment and Restatement are true of his own
knowledge.
Executed at Las Vegas, Nevada on December 22, 1997.
/s/ Frank L. Fouce
-------------------------------
Frank L. Fouce, President
/s/ Betty L. Fouce
-------------------------------
Betty L. Fouce, Secretary
[STAMP]
-2-
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FOUCE AMUSEMENT ENTERPRISES,
a California corporation
Jose Liberman and Lenard D. Liberman certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Fouce Amusement Enterprises, a California corporation.
2. Article One of the Articles of Incorporation of the corporation
shall be amended in its entirety to read as follows:
"One: The name of the corporation is KRCA Television, Inc."
3. The foregoing amendment has been approved by the Board of
Directors of the corporation.
4. The foregoing amendment was approved by the required vote of the
shareholders of the corporation in accordance with Section 902 of the California
General Corporation Law. The total number of outstanding shares of the
corporation is 200. The number of shares voting in favor of the amendment
equaled 100% of the outstanding shares.
The undersigned each further declares under penalty of perjury that
the matters set out in the foregoing Certificate of Amendment are true of his
own knowledge.
IN WITNESS WHEREOF, the undersigned executed this Certificate on
January 6, 1998.
/s/ Jose Liberman
-------------------------------------------------
Jose Liberman, President
/s/ Lenard D. Liberman
-------------------------------------------------
Lenard D. Liberman, Secretary