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Exhibit 3.88
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MIAMI, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING OF
MIAMI, 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 communications 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
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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. 20017
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 if 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.
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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
person 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
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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: October 16, 1986
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF MIAMI, INC.
Pursuant to Section 242 of the Delaware General Corporation law, SILVER
KING BROADCASTING OF MIAMI, INC., a corporation organized and existing under and
by virtue of the laws of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: That the following amendment to the Certificate of Incorporation
of the Corporation was duly adopted by the Board of Directors of the
Corporation, setting forth a proposed amendment to the Certificate of
Incorporation, declaring such amendment to be advisable and directing that such
amendment be submitted to the stockholder of the Corporation for its approval.
The amendment is that Article FIRST of the Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
FIRST: The name of the corporation is Silver King Broadcasting of
Hollywood, Florida, Inc.
SECOND: That the Amendment of the Certificate of Incorporation effected
by this Certificate was duly authorized by written consent of the stockholder of
the Corporation, all in accordance with the provisions of Sections 242 and 228
(c) of the General Corporation Law of the State of Delaware.
THIRD: That the capital of the Corporation will not be reduced under or
by reason of said Amendment.
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IN WITNESS WHEREOF, SILVER KING BROADCASTING OF MIAMI, INC. has caused
this Certificate to be signed by its President and attested by its Secretary as
of this 18th day of November, 1986.
SILVER KING BROADCASTING OF MIAMI, INC.
/s/ Lowell W. Paxson
________________________________________
Lowell W. Paxson,
President
/s/ George H. Patterson, Sr.
________________________________________
George H. Patterson, Sr.
Secretary/Treasurer
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, 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 HOLLYWOOD, FLORIDA, 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
HOLLYWOOD, FLORIDA, 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
HOLLYWOOD, FLORIDA, INC.
By: /s/ James J. Flynn
___________________________________
James J. Flynn, President
Attest:
/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary
[SEAL]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF HSN BROADCASTING OF HOLLYWOOD, FLORIDA, INC.
HSN BROADCASTING OF HOLLYWOOD, FLORIDA, 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 Hollywood, Florida, 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
Hollywood, Florida, 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 Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992.
HSN BROADCASTING OF HOLLYWOOD, INC,
By: /s/ Jeffrey McGrath
________________________________
Jeffrey McGrath, President
Attest:
/s/ Michael Drayer
_______________________________
Michael Drayer, Asst. Secretary
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CERTIFICATE OF MERGER
OF
CHANNEL 69 OF HOLLYWOOD, INC, A DELAWARE CORPORATION
INTO
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.,
A DELAWARE CORPORATION
(UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a Delaware
corporation, hereby certifies that:
(1) The name and state of incorporation of each of the constituent
corporations are:
(a) CHANNEL 69 OF HOLLYWOOD, INC., a Delaware corporation; and
(b) SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC., a Delaware
corporation.
(2) An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by CHANNEL 69 OF HOLLYWOOD, INC. and by SILVER KING
BROADCASTING OF HOLLYWOOD, FLORIDA, INC., in accordance with the provisions of
subsection (c) of Section 251 of the General Corporation Law of the State of
Delaware.
(3) The name of the surviving corporation is SILVER KING BROADCASTING
OF HOLLYWOOD, FLORIDA, INC.
(4) The Certificate of Incorporation of SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC. shall be the Certificate of Incorporation of the
surviving corporation.
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(5) The Surviving corporation is a corporation of the State of
Delaware.
(6) The executed Agreement of Merger is on file at the Legal Department
of Home Shopping Network, Inc., at 12000 25th Court north, St. Petersburg,
Florida 33716.
(7) A copy of the Agreement of Merger will be furnished by SILVER KING
BROADCASTING OF HOLLYWOOD, FLORIDA, INC., on request and without cost to any
shareholder of CHANNEL 69 OF HOLLYWOOD, INC. or SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC.
(8) The authorized capital stock of SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC. is One Thousand (1000) shares of Common Stock, $.01 par
value.
(9) The Merger shall be effective March 1, 1989.
IN WITNESS WHEREOF, SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA,
INC. has caused this Certificate to be signed by its President and attested by
its Secretary on the 20 day of February, 1989.
SILVER KING BROADCASTING OF
HOLLYWOOD, FLORIDA, INC.
By: /s/ James J. Flynn
_______________________________
James J. Flynn; President
ATTEST:
/s/ Nando DiFilippo, Jr.
_______________________________
Nando DiFilippo, Jr., Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF HOLLYWOOD, FLORIDA, INC.
* * * * *
Silver King Broadcasting of Hollywood, Florida, 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
Hollywood Florida, 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 Hollywood, Florida, 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 Hollywood,
Florida, Inc.
By /s/ H. Steven Holtzman
_________________________________
H. Steven Holtzman
Assistant Secretary