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EXHIBIT 3.43
[STAMP] [STAMP]
CERTIFICATE OF INCORPORATION
OF
WNJX-TV, Inc.
FIRST: The corporation's name (hereinafter sometimes referred
to as the "Corporation") is:
WNJX-TV, Inc.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, Corporation Trust Center, City of
Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
THIRD: To own and engage in the operation of television
stations and to acquire, own, operate, convey and otherwise dispose of and deal
in real property or any interest therein such as is reasonably necessary to
carry out its purposes.
FOURTH: The aggregate number of shares of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares of
common stock with a par value of One Dollar ($1.00) per share.
No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible
into or exchangeable for such shares, which may at any time or from time to time
be issued, sold or offered for sale by the Corporation.
The Board of Directors of the Corporation shall have the power
to issue shares of capital stock of the Corporation or options, warrants or
rights to purchase shares of capital stock, and the consideration received by
the Corporation for the issuance of such shares or such options, warrants or
rights may be in the form of tangible or intangible property, including without
limitation services rendered, on such amounts or for such value as determined by
the Board of Directors.
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At all times, each holder of common stock of the Corporation
shall be entitled to one vote for each share of common stock held by such
stockholder standing in the name of such stockholder on the books of the
Corporation.
FIFTH: The powers of the Incorporator are to terminate upon
the filing of this Certificate of Incorporation. The name and address of the
Incorporator is as follows:
Daniel F. Van Horn
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
SIXTH: Upon the termination of the powers of the Incorporator
in accordance with Article FIFTH of this Certificate of Incorporation, the
following persons shall serve as directors of the Corporation and shall have and
exercise any and all rights, powers, privileges and discretionary authority
granted or permitted by this Certificate of Incorporation, the Corporation's
Bylaws or the General Corporation Law or other statutes of the State of
Delaware, until the first annual meeting of stockholders or until their
successors are duly elected and shall qualify:
Suzanne L. Whitney
1540 Clark
Lapeer, Michigan 48446
David A. Peterson
1565 RuLane
Lapeer, Michigan 48446
Otto Belovich
4140 Cherry Lane
Traverse City, Michigan
Michigan L. Carter
3770 Daley Road
Attica, Michigan 48412
Ana Plaza
Apartado 22340
Santo Domingo
Dominican Republic
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SEVENTH: The Corporation is to have perpetual existence.
EIGHTH: The private property or assets of the stockholders of
the Corporation shall not to any extent whatsoever be subject to the payment of
debts of the Corporation.
NINTH: The provisions for the regulation of the Corporation's
affairs are to be stated in the Corporation's Bylaws, as the same may be amended
from time to time, which may contain any provision, not inconsistent with law,
relating to the business of the Corporation, the conduct of its affairs, and its
rights or powers or the rights or powers of its stockholders, directors,
officers or employees. The Board of Directors of the Corporation is hereby
expressly empowered with the authority to adopt, amend or repeal Bylaws of the
Corporation.
TENTH: In addition to the rights, powers, privileges and
discretionary authority expressly conferred by statute upon the Board of
Directors, the Board of Directors is hereby authorized and empowered to exercise
in the name of and on behalf of the Corporation any and all rights, powers and
privileges necessary, desirable or convenient to the conduct or promotion of the
business or operation of the Corporation and to do any and all acts and things
as may at any time or from time to time be necessary to effectuate the
foregoing; subject, nevertheless, to the provisions of the statutes of the State
of Delaware, of this Certificate of Incorporation, and of any other Bylaws of
the Corporation from time to time made by the Board of Directors provided,
however, that no Bylaw so made shall serve to invalidate any prior action of the
Board of Directors which would have been valid if such Bylaw had not been made.
Elections of the Corporation's directors need not be by written ballot unless
the Corporation's Bylaws shall so provide.
ELEVENTH: The Corporation's books may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Corporation's Board of
Directors or in the Corporation's Bylaws.
TWELFTH; No contract or other transaction between this
Corporation and any other corporation or any individual or firm shall be in any
way invalidated or otherwise affected by the fact that any one or more of the
directors of this Corporation are pecuniarily or otherwise interested in, or are
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directors or officers of, such other corporation, provided that such contract or
transaction shall, at the time it was entered into, have been a reasonable one
to have been entered into, and shall have been upon terms that at the time were
fair. Any director of this Corporation individually, or any firm or association
of which any director may be a member, may be a party to or may be pecuniarily
or otherwise interested in any contract or transaction of this Corporation,
provided that the fact that he individually or as a member of such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of the members thereof prior to the action by
the Board of Directors or any committee of the Corporation authorizing any such
contract or transaction; and any director of this Corporation who is also a
director or officer of such other corporation or a member of such firm or
association, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors or of any
committee of this Corporation which shall authorize any such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested. Any director of this
Corporation may vote upon any contract or other transaction between this
Corporation and any subsidiary or affiliated corporation without regard to the
fact that he is also a director of such subsidiary or affiliated corporation.
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by the statutes of
Delaware, and all rights and powers conferred upon stockholders or directors
herein are granted subject to this reservation.
I, the undersigned, being the Incorporator herein before
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate of
Incorporation, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
1st day of November, 1984.
/s/ DANIEL F. VAN HORN
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Daniel F. Van Horn
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/23/1997
971022311 - 2047695
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
WNJX-TV, INC.
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a corporation organized and existing under and by virtue of the General
Corporation Law of the Stale or Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of WNJX-TV, Inc. resolutions
were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "THIRD" so that, as amended, said
Article shall be and read as follows:
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.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said 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 said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said WNJX-TV, Inc. has caused this certificate to be signed
by Michael Carter, an Authorized Officer, this 7th day of January 1997.
BY: /s/ MICHAEL CARTER
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TITLE OF OFFICER: Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/16/1997
971308962 - 2047695
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WNJX-TV, INC.
WNJX-TV, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The proposed amendment is as follows:
The Certificate of Incorporation of the Corporation is hereby
amended by deleting the present first paragraph of Article
FOURTH and inserting in lieu thereof a new first paragraph of
Article FOURTH, as follows:
FOURTH: The aggregate number of shares of stock which the
Corporation shall have authority to issue is three thousand
(3,000) shares of common stock with a par value of One Dollar
($1.00) per share.
The remaining paragraphs of Article FOURTH shall remain
unamended.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
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THIRD: That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed and executed in its corporate name by T.
Michael Whitney, its President, and attested by Michael Carter, its Secretary on
this 31st day of January, 1997.
ATTEST: WNJX-TV, Inc., a Delaware corporation
/s/ MICHAEL CARTER By: /s/ T. MICHAEL WHITNEY
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Michael Carter T. Michael Whitney
Secretary President
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CERTIFICATE FOR RENEWAL AND REVIVAL
OF
CERTIFICATE OF INCORPORATION
OF
WNJX-TV, INC.
WNJX-TV, Inc., a corporation organized under the laws of the State of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on November 2, 1984 and thereafter voided for non-payment
of taxes, now desiring to procure a revival of its Certificate of Incorporation,
hereby certifies as follows:
1. The name of the corporation is WNJX-TV, Inc.
2. Its registered office in the State of Delaware is located at 1209
Orange Street, City of Wilmington, County of New Castle and the name of its
registered agent at such address is The Corporation Trust Company.
3. The date when revival of the Certificate of Incorporation of this
corporation is to commence is the 29th day of February, 2000, same being prior
to the date the Certificate of Incorporation became void. Revival of the
Certificate of Incorporation is to be perpetual.
4. The corporation was duly organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until the
1st day of March, 2000, at which time its Certificate of Incorporation became
inoperative and void for non-payment of taxes and this Certificate for Renewal
and Revival is filed by authority of the duly elected directors of the
corporation with the laws of Delaware.
IN WITNESS WHEREOF, said WNJX-TV, Inc. in compliance with
Section 312 of Title 8 of the Delaware Code has caused this Certificate to be
signed by T. Michael Whitney its last and acting President, this 10th day of
February, 2001.
By: /s/ T. MICHAEL WHITNEY
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T. Michael Whitney
President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 02/14/2001
010074835 - 2047695