EXHIBIT 3.40
DELAWARE PAGE 1
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "HAWES-SAUNDERS BROADCAST PROPERTIES, INC." AS RECEIVED AND FILED IN THIS
OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE THIRD DAY OF AUGUST, A.D. 1990, AT
9 O'CLOCK A.M.
CERTIFICATE OF BENEWAL, FILED THE TWENTY-FOURTH DAY OF FEBRUARY, A.D.
2003, AT 12:16 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL] /s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
2237889 8100H AUTHENTICATION: 2506100
030435021 DATE: 07-01-03
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/03/1990
902155078 - 2237869
CERTIFICATE OF INCORPORATION
OF
HAWES-SAUNDERS BROADCAST PROPERTIES, INC.
FIRST. The name of the corporation is Hawes-Saunders Broadcast Properties,
Inc.
SECOND, The location of the registered office of the Corporation in the
state of Delaware is at 1013 Centre Road, City OF Wilmington, county of New
Castle 19805. The registered agent at this address is Corporation Service
Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH. The aggregate number of shares which the Corporation shall have
the authority to issue is Ten Thousand (10,000) shares of common stock, par
value $0.01, of which Five Thousand (5,000) shares shall be Class A Common Stock
and Five Thousand (5,000) shares shall be Class B Common stock.
FIFTH. The preferences, rights, qualifications, limitations, and
restrictions of the shares of each class are as follows:
(a) Class A common Stock, par value $0.01 per share: Each holder
of Class A Common Stock is entitled to one vote for each share
held of record on each matter submitted to a vote of
stockholders of the Corporation.
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(b) Class B Common Stock, par value $0.01 per share: Except as may
be required by the Delaware General Corporation Law, the Class
B Common Stock shall not possess any voting rights in respect
of any matters to be presented to the stockholders of the
Corporation.
In all other respects, the Class A Common stock and the Class B Common
Stock shall have equivalent rights. Dividends may be paid on the common shares
of both classes out of the funds of the corporation legally available for the
payment of such dividends, as and when appropriately declared by the Board of
Directors.
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal by-laws for the Corporation.
SEVENTH. The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the By-Laws of the Corporation.
Elections of Directors of the Corporation need not be by written ballot unless
the By-Laws so provide.
EIGHTH. The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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NINTH. The name and mailing address of the incorporator is as follows:
Suzanne L. Rotbert
Wiley, Rein & Fielding
1776 K Street, N.W.
Washington, D.C. 20006
TENTH. The powers of the incorporator shall terminate upon the filing and
acceptance of this Certificate of Incorporation, and the name and address of
the persons who are to serve as the directors of the Corporation until the
first annual meeting of stockholders or until their successors are elected and
qualified are
Name Address
Ro Nita Bernice Hawes-Saunders 581 W. Spring Valley Rd.
Centerville, OH 45458
Donnie L. Saunders 581 W. Spring Valley Rd.
Centerville, OH 45458
ELEVENTH. The Corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto. No director shall
be personally liable to the Corporation or its stockholders for monetary damages
or for any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the full
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve
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intentional misconduct or a knowing violation of law; (iii) pursuant to Section
174 of the Delaware General Corporation Law, or any amendment or successor
provision thereto; or (iv) for any transaction from which the director derived
an improper personal benefit.
IN WITNESS WHEREOF the undersigned, being the incorporator hereinbefore
named, does hereby make this Certificate as her voluntary act and deed for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, and does hereby certify that the facts hereinbefore set forth are true and
correct and has accordingly hereunto set her hand this 2nd day of August, 1990.
/s/ Suzanne L. Rotbert
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Suzanne L. Rotbert