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Exhibit 3.98
ARTICLES OF INCORPORATION
OF
SILVER KING STATION PRODUCTIONS
OF MIAMI, INC.
The undersigned, for the purpose of forming a corporation under the
Florida Business Corporation Act, hereby adopts the following Articles of
Incorporation:
ARTICLE I
The name of the corporation (hereinafter referred to as the
"Corporation") that satisfies the requirements of Section 607.0401, Florida
Statutes, shall be:
SILVER KING STATION PRODUCTIONS OF MIAMI, INC.
ARTICLE II
The principal place of business and mailing address of this corporation
shall be:
Principal Place of Business: Mailing Address:
605 Lincoln Road 1 HSN Drive
Miami Beach, FL 33139 St. Petersburg, Florida 33729
ARTICLE III
Section.1. Shares. The aggregate number of shares which the corporation
is authorized to issue is 1,000 shares of capital stock, of which 1000 shares
shall be shares of Common Stock, $.01 par value ("Common Stock").
Section.2. Voting. Except as other wise provided by law, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other
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purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.
ARTICLE IV
The name and Florida street address of the initial registered agent
are: CT Corporation System, 1200 South Pine Island road, City of Plantation,
Florida 33324. Having been names as registered agent and to accept service of
process for the above stated Corporation at the place designated in this
certificate, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.
CT Corporation System
By: /s/ Connie Bryan Date: 10/23/97
__________________ ______________________
Title of Officer: Special Assistant Secretary
ARTICLE V
Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation (the "Board") is expressly authorized
and empowered to make alter and repeal the By-Laws of the Corporation by a
majority vote at any regular or special meeting of the Board or by written
consent, subject to the power of the shareholders of the Corporation to alter or
repeal any By-Laws made by the Board.
ARTICLE VII
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The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any other provisions authorized by the laws of
the State of Florida at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.
ARTICLE VIII
Section 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty except as
otherwise provided under Section 607.0831, Florida Statutes, as it may be
amended from time to time.
Section 2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless
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by the Corporation to the fullest extent authorized by the Florida Business
Corporations Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and excise taxes or penalties arising under the
Employee Retirement Income Security Act of 1974) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.
(b) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(c) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the laws of the State of Florida.
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ARTICLE IX
The name and mailing address of the incorporator is H. Steven Holtzman,
Esq., 1 HSN Drive, St. Petersburg, FL 33729.
/s/ H. Steven Holtzman
________________________________
H. Steven Holtzman, Incorporator
October 22, 1997
________________________________
Date
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ARTICLES OF AMENDMENT
OF
SILVER KING STATION PRODUCTIONS OF MIAMI, INC.
Pursuant to section 607.1006 of the Florida Business Corporation Act,
the undersigned corporation adopts these Articles of Amendment.
FIRST: The name of the corporation is Silver King Station
Productions, of Miami, Inc.
SECOND: The Articles of Incorporation of this corporation are amended
by changing the Article I so that, as amended, said article
shall read as follows:
"ARTICLE I
The name of the corporation (hereinafter referred to as the
"Corporation") that satisfies the requirements of Section
607.0401, Florida Statutes, shall be:
MIAMI, USA BROADCASTING STATION PRODUCTIONS, INC."
THIRD: The amendment to the Articles of Incorporation of the
corporation set forth above was adopted on February 23, 1998.
FOURTH: The amendment was adopted by the Board of Directors and sole
shareholder on February 23, 1998.
Executed on February 23, 1998.
/s/ H. Steven Holtzman
_______________________________
H. Steven Holtzman, Incorporator
Assistant Secretary