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Exhibit 3.92
CERTIFICATE OF INCORPORATION
OF
SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, INC.
FIRST. The name of the corporation is SILVER KING BROADCASTING OF
NORTHERN CALIFORNIA, 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 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 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
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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.
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 NORTHERN CALIFORNIA, INC.
SILVER KING BROADCASTING OF NORTHERN CALIFORNIA, 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 NORTHERN CALIFORNIA, 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 NORTHERN CALIFORNIA, 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 James J. Flynn, its President, and Nando DiFilippo, Jr., its
Secretary, this 31st day of May, 1989.
SILVER KING BROADCASTING OF
NORTHERN CALIFORNIA, 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 NORTHERN CALIFORNIA, INC.
HSN BROADCASTING OF NORTHERN CALIFORNIA, 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 Northern California, 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 Northern
California, 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 Jeffrey McGrath, its President, and Michael Drayer, its Assistant
Secretary, this 1st day of October, 1992
HSN BROADCASTING OF NORTHERN CALIFORNIA, 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 NORTHERN CALIFORNIA, INC.
*****
Silver King Broadcasting of Northern California, 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 Northern California, 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
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of the amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
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 Northern California, 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 Northern California, Inc.
By: /s/ H. Steven Holtzman
______________________________________
H. Steven Holtzman
Secretary