1
EXHIBIT 3.80
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MARYLAND, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING
OF MARYLAND, 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 b 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
2
2
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 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
3
3
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 as may be designated as set forth in the Bylaws, to the
full extent permitted by the laws of the State of Delaware.
4
4
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
5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MARYLAND, INC.
* * * * *
SILVER KING BROADCASTING OF MARYLAND, 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 MARYLAND, 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 MARYLAND, 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.
6
THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the General 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 James J. Flynn, its President, and Nando DiFilippo,
Jr., its Secretary, this 31st day of May, 1989.
SILVER KING BROADCASTING
OF MARYLAND, INC.
By /s/ James J. Flynn
____________________________________
James J. Flynn, President
Attest:
/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary
[SEAL]
7
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HSN BROADCASTING OF MARYLAND, INC.
* * * * *
HSN BROADCASTING OF MARYLAND, 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 MARYLAND, INC., 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 Silver King
Broadcasting of Maryland, 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.
8
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
MARYLAND, INC.
By /s/ Jeffrey McGrath
__________________________________
Jeffrey McGrath, President
Attest:
/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
[SEAL]
9
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MARYLAND, INC.
* * * * *
Silver King Broadcasting of Maryland, 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 Maryland, 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 provisions of Section 228 of the General Corporation Law
of the State of Delaware.
10
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 Maryland, 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 Maryland, Inc.
By /s/ H. Steven Holtzman
_________________________________________
H. Steven Holtzman
Assistant Secretary
11
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
USA STATION GROUP OF MARYLAND, INC.
USA Station Group of Maryland, 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 Atlanta, Inc."
SECOND: That in lieu of a meeting and vote of stockholders, the sole
shareholder of the Company by written consent adopted a
resolution in favor of the amendment in accordance with
provisions of Section 228 of the General Corporation Law of
the State of Delaware.
12
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 USA Station Group of Maryland, Inc. has caused this
certificate to be signed by Julius Genachowski, its Vice President and
Secretary, this 22nd day of July, 1998.
USA BROADCASTING, INC.
By /s/ Julius Genachowski
____________________________________
Julius Genachowski
Vice President and Secretary