EXHIBIT 3.21
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "RADIO ONE OF NORTH
CAROLINA, INC." TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"RADIO ONE OF NORTH CAROLINA, INC." TO " RADIO ONE OF NORTH CAROLINA, LLC",
FILED IN THIS OFFICE ON THE TWENTIETH DAY OF DECEMBER, A.D. 2001, AT 9 O'CLOCK
A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF CONVERSION IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2001.
[SEAL] /s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3234231 8100V AUTHENTICATION: 1522717
010660162 DATE: 12-21-01
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/20/2001
010660162 - 3234231
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO
A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION
266 OF THE DELAWARE GENERAL
CORPORATION LAW.
1.) The name of the corporation immediately prior to filing this Certificate is
Radio One of North Carolina, Inc.
2.) The date the Certificate of Incorporation was filed on is May 25, 2000.
3.) The original name of the corporation as set forth in the Certificate of
Incorporation is Radio One of North Carolina, Inc.
4.) The name of the limited liability company as set forth in the formation is
Radio One of North Carolina, LLC.
5.) The conversion has been approved in accordance with the provisions of
Section 266.
6.) This Certificate of Conversion shall be effective on December 31, 2001
Radio One of North Carolina, Inc.
By: /s/ Linda J. Eckard Vilardo
-----------------------------
Authorized Officer
Name: LINDA J. ECKARD VILARDO
Vice President
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