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Exhibit 3.68
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF DALLAS, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING
OF DALLAS, 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 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
(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.
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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 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.
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
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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 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 20, 1986
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CERTIFICATE OF OWNERSHIP
MERGING
CELA, INC., A TEXAS CORPORATION,
INTO
SILVER KING BROADCASTING OF DALLAS, INC.,
A DELAWARE CORPORATION
(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF DELAWARE)
Silver King Broadcasting of Dallas, Inc. (the "Corporation"),
a corporation incorporated on the 21st day of August, 1986, pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify that the Corporation owns all of the capital stock of Cela, Inc.
("Cela"), a corporation incorporated under the laws of the State of Texas, and
that the Corporation, by a resolution of its Board of Directors duly adopted by
Unanimous Written Consent dated December 29th, 1987, determined to and did merge
into itself Cela which resolutions are in the following words, to wit:
"WHEREAS, this Corporation lawfully owns all the
outstanding stock of Cela, Inc., a corporation organized and
existing under the laws of Texas, and
WHEREAS, the Corporation desires to merge into itself
and to be possessed of all the estate, property, rights,
privileges and franchises of Cela, Inc.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation
merge into itself, and it does hereby merge into itself Cela,
Inc., and assumes all of its liabilities and obligations; and
FURTHER RESOLVED, that the officers of the
Corporation, acting singly, for and on behalf of the
Corporation, be and hereby are authorized to make and execute
a Certificate or Ownership setting forth a copy of the
resolution, to merge Cela, Inc., and assume its liabilities
and obligations, and the date of adoption thereof, and to file
the same in the office of the Secretary of the State of
Delaware, and a certified copy thereof in
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the office of the Recorder of Deeds of New Castle County; and
FURTHER RESOLVED, that the officers of this
Corporation be and hereby are authorized to execute and
deliver Articles of Merger to the Secretary of State of Texas
merging Cela, Inc., into this Corporation; and
FURTHER RESOLVED, that the officers of this
Corporation, acting singly, for and on behalf of the
Corporation, be and hereby are authorized to execute any and
all documents and perform any and all acts that they, in their
sole discretion, deem necessary or appropriate to effect the
foregoing resolutions"
IN WITNESS WHEREOF, this Corporation has caused this
certificate to be signed by its President and attested by its Secretary, and its
corporate seal to be hereto affixed, the day of December, 1987
SILVER KING BROADCASTING OF
DALLAS, INC.
By:/s/ James J. Flynn
_____________________________________
James J. Flynn, President
[SEAL]
Attest:
/s/ Nando DiFillipo
__________________________________
Nando DiFillipo, Jr., Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF DALLAS, INC.
SILVER KING BROADCASTING OF DALLAS, 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 DALLAS, 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 DALLAS, 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.
FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of the amendment.
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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 DALLAS, INC.
By:/s/ James J. Flynn
_________________________________
James J. Flynn, President
Attest:
/s/ Nando DiFillipo
____________________________________
Nando DiFillipo, Jr., Secretary
[SEAL]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF DALLAS, INC.
*****
Silver King Broadcasting of Dallas, 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 Dallas, 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 Dallas, Inc. has caused
this certificate to be signed by H. Steven Holtzman, its Assistant Secretary,
this 20th day of February, 1998.
Silver King Broadcasting of Dallas, Inc.
By: /s/ H. Steven Holtzman
______________________________________
H. Steven Holtzman
Secretary