Exhbit 3.14
ARTICLES OF INCORPORATION
OF
LIBERMAN BROADCASTING, INC.
Name
One: The name of the corporation is:
Liberman Broadcasting, Inc.
Purpose
Two: 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.
Agent for Service
Three: The name and address of the corporation's initial agent for
service of process is:
Jose Liberman
12547 Huston Street
North Hollywood, CA 91607
Authorized Shares
Four: The total number of shares of Common Stock which the
corporation is authorized to issue is one thousand (1,000).
/s/ Linda M. Oprian
-------------------------------
Linda M. Oprian
The undersigned declares that the undersigned has executed these
Articles of Incorporation and that this instrument is the act and deed of the
undersigned.
/s/ Linda M. Oprian
-------------------------------
Linda M. Oprian
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
The undersigned, Jose Liberman and Lenard D. Libennan, certify:
1. They are the President and Secretary, respectively, of Liberman
Broadcasting, Inc., a California corporation (the "Corporation").
2. The Articles of Incorporation of the Corporation are amended to add
the following Article V, which reads in its entirety as follows:
"Five: The corporation is a close corporation. All of the issued
shares of capital stock of all classes of the corporation shall be held of
record by not more than thirty-five (35) persons."
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors of the Corporation.
5. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of Shareholders in accordance with Section 902 of
the General Corporation Law of the State of California. The total number of
outstanding shares of the Corporation is 50. The number of shares voting in
favor of the amendment was 100% and egualled or exceeded the vote required. The
percentage vote required was more than 50%.
The undersigned further declare under penalty of perjury under the
laws of the State of California that the matters set forth in this Certificate
are true and correct of their own knowledge.
Dated: March 20, 1990
/s/ Jose Liberman
-----------------------------
Jose Liberman, President
/s/ Lenard D. Liberman
-----------------------------
Lenard D. Liberman, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
Jose Liberman and Lenard Liberman certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Liberman Broadcasting, Inc., a California corporation.
2. The Articles of Incorporation of the corporation are amended to add
the following Article VI, which reads in its entirety as follows:
"Six: The voting power and management of the corporation shall be
subject to a Voting Agreement and Irrevocable Proxy (the "Agreement"),
dated as of February 15, 1995, by and among Jose Liberman, Lenard
Liberman and Alta Subordinated Debt Partners III, L.P., a
Massachusetts limited partnership, a copy of which is on file with the
Secretary of the corporation."
3. The Articles of Incorporation of the corporation are amended to add
the following Article VII, which reads in its entirety as follows:
"Seven: The management of the business and conduct of the affairs
of the corporation shall be subject to the provisions of the
Agreement, including the requirement that the corporation voluntarily
wind up and dissolve upon the occurrence of a Mandatory Sale Event (as
defined in the Agreement)."
4. The foregoing amendment has been approved by the Board of Directors
of the corporation.
5. 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 50. The number of shares voting in favor of the amendment equaled
100% of the outstanding shares.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on
February 15, 1995.
/s/ Jose Liberman
-------------------------------
Jose Liberman, President
/s/ Lenard Liberman
-------------------------------
Lenard Liberman, Secretary
The undersigned, Jose Liberman and Lenard Liberman, the President and
Secretary, respectively, of Liberman Broadcasting, Inc., a California
corporation, each declares under penalty of perjury that the matters set out in
the foregoing Certificate of Amendment are true of their own knowledge.
Executed at Los Angeles, California on February 15, 1995.
/s/ Jose Liberman
-------------------------------
Jose Liberman, President
/s/ Lenard Liberman
-------------------------------
Lenard Liberman, Secretary
2
ACTION BY UNANIMOUS WRITTEN CONSENT
OF
DIRECTORS
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
The undersigned, constituting all of the directors of Liberman
Broadcasting, Inc., a California corporation (this "Corporation"), acting
pursuant to the authority of Section 307(b) of the California General
Corporation Law, hereby adopt the following recitals and resolutions, effective
as of February 15, 1995:
ELECTION OF NEW DIRECTOR
WHEREAS, the shareholders of this Corporation recently amended the
Bylaws of this Corporation to increase the current number of directors of this
Corporation from two to three and one vacancy currently exists on the Board of
Directors; and
WHEREAS, it has been proposed that a designee of Burr, Egan, Deleage &
Co. be elected as a director of this Corporation to fill the vacancy created to
serve until the next annual meeting of shareholders and until his successor has
been duly elected and qualified;
NOW, THEREFORE, BE IT RESOLVED, that upon receipt of written notice
from Burr, Egan, Deleage & Co. identifying its designee and immediately
following such designee's qualification with, or approval by, the Federal
Communications Commission, such designee shall be elected as a director of this
Corporation to serve until the next annual meeting of shareholders and until his
successor is duly elected and qualified.
AMENDMENT TO ARTICLES OF INCORPORATION
WHEREAS, it is deemed to be desirable and in the best interests of
this Corporation and its shareholders that the Articles of Incorporation of this
Corporation be amended as set forth below; and
WHEREAS, the shareholders of this Corporation are required to approve
the proposed amendment to the Articles of Incorporation;
NOW, THEREFORE, BE IT RESOLVED, that subject to approval by this
Corporation's shareholders, the following amendment of the Articles of
Incorporation of this Corporation is hereby adopted and approved:
3
The Articles of Incorporation of this Corporation are amended to add
the following Article VI, which reads in its entirety as follows:
"Six: The voting power and management of the corporation shall be
subject to a Voting Agreement and Irrevocable Proxy (the "Agreement"),
dated as of February 15, 1995, by and among Jose Liberman, Lenard D.
Liberman and Alta Subordinated Debt Partners III, L.P., a
Massachusetts limited partnership, a copy of which is on file with the
Secretary of the corporation."
The Articles of Incorporation of this Corporation are amended to add
the following Article VII, which reads in its entirety as follows:
"Seven: The management of the business and conduct of the affairs
of the corporation shall be subject to the provisions of the
Agreement, including the requirement that the corporation voluntarily
wind up and dissolve upon the occurrence of a Mandatory Sale Event (as
defined in the Agreement)."
RESOLVED FURTHER, that the foregoing amendment to the Articles of
Incorporation of this Corporation shall be submitted to the shareholders of this
Corporation for such shareholders' consideration.
RESOLVED FURTHER, that subject to the approval of the foregoing
amendment by the shareholders of this Corporation, the officers of this
Corporation be, and each of them hereby is, authorized in the name and on behalf
of this Corporation to prepare or cause to be prepared and to execute, verify
and file or cause to be filed with the California Secretary of State, a
Certificate of Amendment of the Articles of Incorporation of this Corporation
relating to the foregoing amendment.
RESOLVED FURTHER, that each of the officers of this Corporation is
authorized to take such further actions and to execute and deliver such further
documents as shall be necessary to effect the foregoing amendment, the necessity
thereof to be conclusively evidenced by the taking of such further actions or
the execution and delivery of such further documents.
/s/ Jose Liberman
-------------------------------
Jose Liberman
/s/ Lenard D. Liberman
-------------------------------
Lenard D. Liberman
4
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE SHAREHOLDERS OF
LIBERMAN BROADCASTING, INC.,
a California corporation
The undersigned, being the shareholders of Liberman Broadcasting,
Inc., a California corporation (this "Corporation"), acting pursuant to the
authority of Section 603 of the California General Corporation Law, hereby adopt
the following recitals and resolution, effective as of February 15, 1995:
AMENDMENT TO ARTICLES OF INCORPORATION
WHEREAS, it is deemed to be desirable and in the best interests of
this Corporation that the Articles of Incorporation of this Corporation be
amended as set forth below; and
WHEREAS, the Board of Directors of this Corporation has adopted and
approved the proposed amendment subject to approval by the undersigned
shareholders of this Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the following amendment of the
Articles of Incorporation of this Corporation is hereby adopted and approved:
The Articles of Incorporation of this Corporation are amended to add
the following Article VI, which reads in its entirety as follows:
"Six: The voting power and management of the corporation shall be
subject to a Voting Agreement and Irrevocable Proxy (the "Agreement"),
dated as of February 15, 1995, by and among Jose Liberman, Lenard
Liberman and Alta Subordinated Debt Partners III, L.P., a
Massachusetts limited partnership, a copy of which is on file with the
Secretary of the corporation."
The Articles of Incorporation of this Corporation are amended to add
the following Article VII, which reads in its entirety as follows:
"Seven: The management of the business and conduct of the affairs
of the corporation shall be subject to the provisions of the
Agreement, including the requirement that the corporation voluntarily
wind up and dissolve upon the occurrence of a Mandatory Sale Event (as
defined in the Agreement)."
AMENDMENT TO BYLAWS
5
WHEREAS, it is deemed to be desirable and in the best interest of this
Corporation to amend the Bylaws of this Corporation to increase the current
number of directors of this Corporation from two to three;
NOW, THEREFORE, BE IT RESOLVED, that Section 2 of Article III of the
Bylaws is amended to read in full as follows:
"Section 2. NUMBER OF DIRECTORS. The authorized number of directors
shall be three until changed by amendment to the Articles of
Incorporation or by a Bylaw duly adopted by the shareholders."
/s/ Jose Liberman
-------------------------------
Jose Liberman
/s/ Lenard Liberman
-------------------------------
Lenard Liberman
6
CERTIFICATE OF SECRETARY
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
I, Lenard D. Liberman, Secretary of Liberman Broadcasting, Inc., a
California corporation (this "Corporation"), hereby certify that attached hereto
as Exhibit A is a true, correct and complete copy of the amendment to Article
III, Section 2 of the Bylaws of this Corporation as duly adopted by Action by
Unanimous Written Consent of the Shareholders of this Corporation on February
15, 1995.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of February 15, 1995.
/s/ Lenard D. Liberman
-------------------------------
Lenard D. Liberman
Secretary
7
EXHIBIT A
Amendment to Article III, Section 2 of
the Bylaws of Liberman Broadcasting, Inc.
a California corporation
Section 2. NUMBER OF DIRECTORS. The authorized number of directors
shall be three until changed by amendment to the Articles of Incorporation or by
a Bylaw duly adopted by the shareholders.
8
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
Jose Liberman and Lenard D. Liberman certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Liberman Broadcasting, Inc., a California corporation.
2. The Articles of Incorporation of the corporation are amended to add
the following Article VIII, which reads in its entirety as follows:
"Eight: The liability of 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) for breach of duty
to the corporation and its shareholders 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."
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 this
Corporation is 50. The number of shares voting in favor of the amendment equaled
100% of the outstanding shares.
We further declare under penalty of perjury under the laws of the
State of California that the matters set out in this Certificate of Amendment
are true and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on
January 31, 2002.
/s/ Jose Liberman
-----------------------------
Jose Liberman, President
/s/ Lenard D. Liberman
-----------------------------
Lenard D. Liberman, Secretary
2
ACTION BY UNANIMOUS WRITTEN CONSENT
OF
DIRECTORS
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
The undersigned, constituting all of the directors of Liberman
Broadcasting, Inc., a California corporation (this "Corporation"), acting
pursuant to the authority of Section 307(b) of the California General
Corporation Law, hereby adopt the following recitals and resolutions, effective
as of January 31, 2002:
AMENDMENT TO ARTICLES OF INCORPORATION
WHEREAS, it is deemed to be desirable and in the best interests of
this Corporation and its sole shareholder that the Articles of Incorporation of
this Corporation be amended as set forth below; and
WHEREAS, the sole shareholder of this Corporation is required to
approve the proposed amendment to the Articles of Incorporation;
NOW, THEREFORE, BE IT RESOLVED, that subject to approval by this
Corporation's sole shareholder, the following amendment of the Articles of
Incorporation of this Corporation is hereby adopted and approved:
The Articles of Incorporation of this Corporation shall be amended to
add the following Article VIII, which reads in its entirety as follows:
"Eight: The liability of 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) for breach of duty
to the corporation and its shareholders 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."
RESOLVED FURTHER, that the foregoing amendment to the Articles of
Incorporation of this Corporation shall be submitted to the sole shareholder of
this Corporation for such shareholder's consideration.
RESOLVED FURTHER, that subject to the approval of the foregoing
amendment by the sole shareholder of this Corporation, the officers of this
Corporation be, and each of them hereby is, authorized in the name and on behalf
of this Corporation to prepare or cause to be prepared and to execute, verify
and file or cause to be filed with the California Secretary of State, a
Certificate of Amendment of the Articles of Incorporation of this Corporation
relating to the foregoing amendment.
RESOLVED FURTHER, that each of the officers of this Corporation is
authorized to take such further actions and to execute and deliver such further
documents as shall be necessary to effect the foregoing amendment, the necessity
thereof to be conclusively evidenced by the taking of such further actions or
the execution and delivery of such further documents.
AMENDED AND RESTATED BYLAWS
WHEREAS, this Board of Directors deems it to be in the best interests
of this Corporation to amend and restate the Bylaws of this Corporation in their
entirety as set forth on Exhibit A attached hereto and incorporated herein by
this reference (the "Amended and Restated Bylaws");
NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of this Corporation
be, and hereby are, amended and restated in their entirety to read in full as
set forth on Exhibit A attached hereto and incorporated herein by this
reference.
RESOLVED FURTHER, that the Secretary of this Corporation is authorized
and directed to execute a certificate of the adoption of said Amended and
Restated Bylaws and to enter said amendment as so certified in the minute book
of this Corporation.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the undersigned have executed this Action by
Unanimous Written Consent of Directors as of the above date, thereby agreeing
that the foregoing recitals and resolutions shall be of the same force and
effect as if regularly adopted at a meeting of the Board of Directors of this
Corporation held upon due notice.
This Action by Unanimous Written Consent of the Board of Directors of
this Corporation may be executed in counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute but one and the
same Action by Unanimous Written Consent.
/s/ Jose Liberman
-----------------------------
JOSE LIBERMAN
/s/ Lenard D. Liberman
-----------------------------
LENARD D. LIBERMAN
3
ACTION BY WRITTEN CONSENT
OF
THE SOLE SHAREHOLDER
OF
LIBERMAN BROADCASTING, INC.,
a California corporation
The undersigned, being the sole shareholder of Liberman Broadcasting,
Inc., a California corporation (this "Corporation"), acting pursuant to the
authority of Section 603 of the California General Corporation Law, hereby
adopts the following recitals and resolution, effective as of January 31, 2002:
AMENDMENT TO ARTICLES OF INCORPORATION
WHEREAS, it is deemed to be desirable and in the best interests of
this Corporation that the Articles of Incorporation of this Corporation be
amended as set forth below; and
WHEREAS, the Board of Directors of this Corporation has adopted and
approved the proposed amendment subject to approval by the sole shareholder of
this Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the following amendment of the
Articles of Incorporation of this Corporation is hereby adopted and approved:
The Articles of Incorporation of this Corporation shall be amended to
add the following Article VIII, which reads in its entirety as follows:
"Eight: The liability of 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) for breach of duty
to the corporation and its shareholders 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."
1
AMENDED AND RESTATED BYLAWS
WHEREAS, the sole shareholder of this Corporation deems it to be in
the best interests of this Corporation to amend and restate the Bylaws of this
Corporation in their entirety as set forth on Exhibit A attached hereto and
incorporated herein by this reference (the "Amended and Restated Bylaws");
NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated Bylaws
of this Corporation be, and hereby are, approved.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the undersigned has executed this Action by
Written Consent of the Sole Shareholder as of the above date, thereby agreeing
that the foregoing recitals and resolutions shall be of the same force and
effect as if regularly adopted at a meeting of the Shareholders of this
Corporation held upon due notice.
LBI HOLDINGS II, INC.,
a California corporation
50 Shares Common Stock
By: /s/ Lenard D. Liberman
-------------------------------------
Lenard D. Liberman
Executive Vice President and Secretary
3