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Exhibit 3.64
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF HOUSTON, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING OF
HOUSTON, 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 of purposes of the corporation are as follows:
(a) To engage in the business of transmitting, receiving,
relaying and/or distributing radio and/or television broadcasts, pictures,
sounds, signals, and messages of all kinds by means of waves, radiation, wire,
cable, radio, light or other means of communication of any type, kind or nature;
(b) To purchase or otherwise acquire (for cash, notes, stock
or bonds of this corporation or otherwise) assets used or useful in the
aforesaid business, and to undertake or assume the whole or any part of any
obligations and/or liabilities attendant thereto;
(c) In general, to carry on any other business in connection
with the foregoing; and
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(d) 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:
Sheryl P. Lepisto
1255 Twenty-Third Street, N.W.
Suite 500
Washington, D.C. 20037
SIXTH. In furtherance and not in limitation of the powers
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.
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SEVENTH. The shareholders 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 shareholders
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 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. No director of the corporation shall have any personal
liability to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director unless it shall ultimately be determined
in a civil or criminal action, suit or proceeding that the director: (i)
breached his duty of loyalty to the corporation or its stockholders, (ii)
committed acts or omissions which were not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) committed a breach
of Section 174 of the General Corporation Law of the State of Delaware, or (iv)
derived improper personal benefit in any corporate transaction. The corporation
shall have the power to indemnify its officers, directors, employees and agents,
and such other persons
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as may be designated as set forth in the Bylaws, to the full extent permitted by
the laws of the State of Delaware.
TENTH. The corporation shall have perpetual existence.
The undersigned, Sheryl P. Lepisto, 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/ Sheryl P. Lepisto
_____________________
Sheryl P. Lepisto
Dated: August 22, 1986
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF HOUSTON, INC.
SILVER KING BROADCASTING OF HOUSTON, 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 by Unanimous Written Consent, the Board of Directors of
SILVER KING BROADCASTING OF HOUSTON, INC. (the "Corporation") duly adopted
resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation 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 shall be amended in its entirety and restated
as follows:
'1. The name of the corporation is HSN BROADCASTING OF
HOUSTON, INC.' "
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole Shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.
THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.
SILVER KING BROADCASTING
OF HOUSTON, INC.
By: /s/ James J. Flynn
_________________________
James J. Flynn, President
Attest:
/s/ Nando DiFilippo
_______________________________
Nando DiFilippo, Jr., Secretary
[Seal]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HSN BROADCASTING OF HOUSTON, INC.
HSN BROADCASTING OF HOUSTON, 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 by Unanimous Written Consent, the Board of Directors of HSN
Broadcasting of Houston, Inc., duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of the corporation, 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 shall
be amended in its entirety and restated as follows:
'1. The name of the corporation is Silver King Broadcasting of Houston,
Inc.'"
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the sole shareholder of the Corporation by Written Consent waived any
and all notice and adopted a resolution in favor of the amendment.
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THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation shall not be reduced under
or by reason of the amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.
HSN BROADCASTING OF HOUSTON, INC.
By: /s/ Jeffrey McGrath
_________________________________
Jeffrey McGrath, President
Attest:
/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF HOUSTON, INC.
* * * * *
Silver King Broadcasting of Houston, 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 Station Group of
Houston, 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.
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THIRD That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 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 Silver King Broadcasting of Houston, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Secretary, this 20th
day of February, 1998.
By: /s/ H. Steven Holtzman
______________________
H. Steven Holtzman