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Exhibit 3.72
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MASSACHUSETTS, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING
OF MASSACHUSETTS, 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
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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 incorporation 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 case 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. 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 of
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
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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: July 25, 1986
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MASSACHUSETTS, INC.
SILVER KING BROADCASTING OF MASSACHUSETTS, 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 MASSACHUSETTS, 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:
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"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 MASSACHUSETTS, 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
MASSACHUSETTS, INC.
By: /s/ James J. Flynn
___________________________
James J. Flynn, President
Attest:
/s/ Nando DiFilippo
_________________________________
Nando DiFilippo, Jr., Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HSN BROADCASTING OF MASSACHUSETTS, INC.
HSN BROADCASTING OF MASSACHUSETTS, 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 Massachusetts, 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 fourth 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
Massachusetts, 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
MASSACHUSETTS, INC.
By: /s/ Jeffrey McGrath
______________________________
Jeffrey McGrath, President
Attest:
Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MASSACHUSETTS, INC.
* * * * *
Silver King Broadcasting of Massachusetts, 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:
"RESOVLVED, 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
Massachusetts, 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 Massachusetts, 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 Massachusetts, Inc.
By: /s/ H. Steven Holtzman
______________________________
H. Steven Holtzman
Assistant Secretary