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EXHIBIT 3.94
CERTIFICATE OF INCORPORATION
OF
UHF INVESTMENTS, INC.
FIRST. The name of the corporation is UHF Investments, 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 corporations is 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:
Karen R. Hunter
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:
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(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 stockholders 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
stockholders 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. 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 By-laws, to the full extent permitted by the laws
of the State of Delaware.
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A director shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duties as a director, provided that
the liability of a director (i) for any breach of the director's loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit shall not be eliminated
or limited hereby.
TENTH. The corporation shall have perpetual existence.
The undersigned, Karen R. Hunter, 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/ Karen R. Hunter
________________________________________
Karen R. Hunter, Incorporator
Dated: July 27, 1994
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UHF INVESTMENTS, INC.
* * * * *
UHF Investments, 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, 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.
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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 UHF Investments, Inc. has caused this certificate to be
signed by H. Steven Holtzman, its Vice President and Secretary, this 6th day of
March, 1998.
UHF Investments, Inc.
By /s/ H. Steven Holtzman
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H. Steven Holtzman
Vice President/Secretary