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EXHIBIT 3.108
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BANNER RADIO SALES, INC.", FILED IN THIS OFFICE ON THE
TWENTIETH DAY OF APRIL, A.D. 1987, AT 9 O'CLOCK A.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386064
DATE: 11-04-98
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CERTIFICATE OF INCORPORATION
OF
BANNER RADIO SALES, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes herein
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is Banner Radio Sales, Inc.
(hereinafter called the "Corporation").
SECOND: The registered office of the Corporation is to be located at 229
South State Street in the City of Dover, in the County of Kent in the State of
Delaware. The name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware, including, without limitation, to act as the
agent or representative of media, primarily in the sale of advertising time.
FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to issue is One Thousand (1,000) shares, consisting
entirely of Common Stock, of the par value of One Dollar ($1.00) per share.
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FIFTH: The name and mailing address of the sole incorporator is:
NAME ADDRESS
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Valerie M. Balandis 280 Park Avenue
New York, New York 10017
SIXTH: The election of directors need not be by written ballot unless
the By-laws so provide.
SEVENTH: The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
By-laws of the Corporation, except as such power may be restricted or limited by
the General Corporation Law of the State of Delaware.
EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class value of
the creditors or class
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of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
NINTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for act or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitations on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this paragraph by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a
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director of the Corporation existing at the time of such repeal or modification.
TENTH: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto set my hand the 16th day of April,
1987.
/s/ VALERIE M. BALANDIS
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Valerie M. Balandis, Sole Incorporator
280 Park Avenue
New York, New York 10017
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DATED SUBMITTED 4-20-87
FILED BY: THE PRENTICE-HALL CORPORATION FILE DATE 4-20-87
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SYSTEM, INC. TIME 9 A.M.
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Date sent 4-21
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Job #MERRYL * NY FILER'S NO. 00012
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NAME OF COMPANY BANNER RADIO SALES, INC.
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RESERVATION #
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FILE NUMBER
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TYPE OF DOCUMENT INCORPORATION SECTION NO.
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CHANGES NAME
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CHANGES AGENT/OFFICE
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STOCK $
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TO $
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Franchise Tax $
- ---- ---------------------------
Filing Fee Tax $ 15.00
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Receiving and Indexing $ 25.00
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NO. 2 Certified Copies $ 20.00
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NO. PAGES (If Prepaid
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by the Division of Corp.) $
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OTHER $
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OTHER $
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TOTAL $
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28.00
FULLY RECORDED ACKNOWLEDGMENT COPY
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF
REGISTERED AGENT OF "BANNER RADIO SALES, INC.", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY OF APRIL, A.D. 1996, AT 10 O'CLOCK A.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386063
DATE: 11-04-98
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
BANNER RADIO SALES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation
is in the county of New Castle.
The Board of Directors of BANNER RADIO SALES, INC. adopted the following
resolution on the 18th day of APRIL, 1996.
Resolved, that the registered office of BANNER RADIO SALES, INC. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the city of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at
the address of its registered office.
IN WITNESS WHEREOF, BANNER RADIO SALES, INC. has caused this statement to be
signed by BRIAN C. WATSON, its ASSISTANT SECRETARY, this 18th day of APRIL,
1996.
BANNER RADIO SALES, INC.
/s/ BRIAN C. WATSON
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "BANNER RADIO SALES, INC.", CHANGING ITS NAME FROM "BANNER RADIO SALES,
INC." TO "AMCAST RADIO SALES, INC.", FILED IN THIS OFFICE ON THE SECOND DAY OF
SEPTEMBER, A.D. 1997, AT 2:30 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386062
DATE: 11-04-98
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Banner Radio Sales, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: Banner Radio Sales, Inc. setting forth a proposed amendment to 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 as
follows:
Article first is hereby amended to read as follows,
"FIRST: The name of the corporation is Amcast Radio Sales, Inc."
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 at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, said Banner Radio Sales, Inc. has caused this
certificate to be signed by Richard E. Vendig, Senior Vice President, on
August 28, 1997.
Banner Radio Sales, Inc.
By /s/ RICHARD E. VENDIG
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Senior Vice President
Richard E. Vendig