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Exhibit 3.62
CERTIFICATE OF INCORPORATION
OF
SKTV, INC.
FIRST. The name of the corporation is SKTV, Inc.
SECOND. Its registered office in the State of Delaware is to be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The registered agent in charge thereof is the Corporation Trust Company.
THIRD. The purpose or purposes of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware and to have and exercise all the powers
conferred by the laws of the State of Delaware upon corporations formed under
the General Corporation Law of the State of Delaware.
FOURTH. The amount of the total authorized capital stock of this
corporation shall be one thousand (1,000) shares of voting common stock, with a
par value of one cent ($0.01) per share.
FIFTH. The name and mailing address of the incorporator is as follows:
Karen R. Hunter
1255 Twenty-Third Street, N.W.
Suite 500
Washington, D.C. 20037
SIXTH. In furtherance and not in limitation of the power conferred by
statute, the Board of Directors of the corporation shall have the following
powers:
(a) To adopt, and to alter or amend the Bylaws, to fix the
amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens (without limit as to the amount) upon the property
of this corporation; and
(b) With the consent in writing or pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, to dispose
of, in any manner, all or substantially all of the property of this corporation.
SEVENTH. The stockholders and directors shall have the power to hold
their meetings and keep the books, documents and papers of the Corporation
within or outside the State of Delaware and at such place or places as may be
from time to time designated by the Bylaws or by resolution of the stockholders
or directors, except as otherwise required by the laws of the State of Delaware.
EIGHTH. The objects, purposes and powers specified in any clause or
paragraph of this Certificate of Incorporation shall be in no way limited or
restricted by reference to or inference from the terms of any other clause or
paragraph of this Certificate of Incorporation. The objects, purposes and powers
in each of the clauses and paragraphs of this Certificate of Incorporation shall
be regarded as independent objects, purposes and
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powers. The objects, purposes and powers specified in this Certificate of
Incorporation are in furtherance and not in limitation of the objects, purposes
and powers conferred by statute.
NINTH. The corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the By-laws, to the full extent permitted by the laws of the State
of Delaware. A director shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director,
provided that the liability of a director (i) for any breach of the director's
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction from which the director derived an improper personal benefit shall
not be eliminated or limited hereby.
TENTH. The corporation shall have perpetual existence.
The undersigned, Karen R. Hunter, for the purpose of forming a
corporation under the laws of the State of Delaware, does hereby make, file and
record this Certificate of Incorporation and does hereby certify that the facts
herein stated are true, and has accordingly hereunto set her hand and seal.
/s/ Karen R. Hunter
______________________________
Karen R. Hunter, Incorporator
Dated: July 27, 1994
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SKTV, INC.
SKTV, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the
minutes of the Board, duly adopted a resolution proposing and
declaring advisable an amendment to the Certificate of
Incorporation of the Company, and directed that the amendment
be submitted to a vote of the sole shareholder. The resolution
setting forth the proposed amendment is as follows:
"RESOLVED, that paragraph one of the Certificate of
Incorporation be amended in its entirety and
restated as follows:
FIRST: The name of the corporation is USA
Broadcasting, Inc."
SECOND: That in lieu of a meeting and vote of stockholders, the sole
shareholder of the Company by unanimous written consent
adopted a resolution in favor of the amendment in accordance
with the provisions of Section 228 of the General Corporation
Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the
General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective upon filing with the office
of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, said SKTV, Inc. has caused this
certificate to be signed by H. Steven Holtzman, its Assistant
Secretary, this 20th day of February, 1998.
SKTV, Inc.
/s/ H. Steven Holtzman
By:________________________
H. Steven Holtzman
Assistant Secretary