EXHIBIT 3.54
FILED
In the Office of the
Secretary of State of Texas
SEP 28 1994
Corporations Section
ARTICLES OF INCORPORATION
OF
SOUTH TEXAS BROADCASTING, INC.
The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for South Texas
Broadcasting, Inc. (the "Corporation"):
ARTICLE ONE
The name of this Corporation is South Texas Broadcasting, Inc.
ARTICLE TWO
The period of the Corporation's duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority
to issue is one thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000), consisting of money, labor done, or property actually
received.
ARTICLE SIX
The name and address of the incorporator of the Corporation is:
Name Address
- ---- -------
Eric H. Halvorson 4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
ARTICLE SEVEN
No shareholder of the Corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance or sale of
any such shares, or such notes, debentures, bonds, or other securities, would
adversely affect the dividend or voting rights of such shareholder of the
Corporation, other than such rights, if any, as the board of directors, in its
discretion, may grant to the shareholders to purchase such additional, unissued,
or treasury securities; and the Corporation may issue or sell additional
unissued or treasury shares of any class of the Corporation, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering the same in whole or
in part to the existing shareholders of any class.
ARTICLE EIGHT
At each election for directors of the Corporation, every shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by such shareholder for as many persons as
there are directors to be elected and for whose election he has a right to vote,
or to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by his shares shall equal, or by distributing such
votes on the same principle.
ARTICLE NINE
The street address of the registered office of the Corporation is 545 E.
John Carpenter Freeway, Suite 450, Irving, Texas 75062, and the name of its
registered agent is Greg Anderson.
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ARTICLE TEN
The number of directors constituting the initial Board of Directors is 2
and the names and addresses of the persons who are to serve as the initial
Directors until the first annual meeting of shareholders or until their
successors are elected and qualified are:
NAMES ADDRESSES
- ----- ---------
Edward G. Atsinger, III 4880 Santa Rosa Road
Suite 300
Camarillo, CA 93012
Stuart W. Epperson 3780 Will Scarlet Road
Winston-Salem, NC 27104
ARTICLE ELEVEN
No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE NINE shall adversely affect any right or protection
of a director of the Corporation existing by virtue of this ARTICLE NINE at the
time of such repeal or modification.
IN WITNESS WHEREOF, I have hereunto set my hand, this 23rd day of
September, 1994.
Eric Halvorson
--------------
Incorporator
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