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EXHIBIT 3.114
[SEAL]
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EXHIBIT A
STATE OF DELAWARE
[SEAL]
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 "MEEKER TELEVISION, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIFTH DAY OF SEPTEMBER, A.D. 1979, AT 9 O'CLOCK A.M.
**********
/s/ MICHAEL RATCHFORD
[SEAL] -----------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3356400
DATE: 02/24/1979
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CERTIFICATE OF INCORPORATION
OF
MEEKER TELEVISION, INC.
1. The name of the Corporation is MEEKER TELEVISION, INC.
2. 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 Systems, Inc.
3. The purposes for which the Corporation is formed are:
To engage in all phases and aspects of the television and film industries,
including acting as sales representative for television stations throughout
the world, and to engage in the creation, production, distribution,
licensing and dissemination of filmed, taped and live performances for
artistic, advertising and commercial purposes, including the television
and film industries, and to participate in all kinds of activities and
services related thereto.
4. The total number of shares of all classes of stock which the
Corporation is authorized to issue is 10,000 shares of ten cents ($.10) par
value per share.
5. Subject to the provisions of law, the Corporation may issue shares
of its stock, from time to time for such consideration (not less than the par
value or stated
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value thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion,
subject as aforesaid. Shares so issued, for which the consideration has been
paid or delivered to the Corporation, shall be deemed fully paid stock, and
shall not be liable to any further call or assessments thereon, and the holders
of such shares shall not be liable for any further payments in respect of such
shares.
6. Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate action by any
provisions of the General Corporation Law of Delaware, the meeting and vote of
stockholders may be dispensed with if the holders of stock having not less than
the minimum percentage of the vote required by statute for the proposed
corporate action shall consent in writing to such corporate action being taken,
provided that prompt notice must be given to all stockholders of the taking
of such corporate action without a meeting and by less than unanimous written
consent.
7. The Board of Directors, at any meeting thereof, may amend or repeal
or adopt new by-laws for the Corporation; provided that any by-law so amended,
repealed or adopted may be amended or repealed by the stockholders at any annual
meeting of stockholders or special meeting of stockholders called for that
purpose.
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8. The Corporation shall, to the fullest extent permitted by the
General Corporation Law of Delaware, indemnify any and all persons whom it shall
have power to indemnify from and against any and all of their expenses,
liabilities or other matters.
9. No holder of any shares of any class shall have any preemptive right
to purchase any other shares or securities of any class which may at any time be
sold or offered for sale by the Corporation.
10. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or this Corporation and
its stockholders or any 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 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 of creditors, and/or of
the stockholders or class of stockholders of this Corporation,
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as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a 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 on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this Corporation.
11. The name and mailing address of the incorporator is as follows:
Bernard J. Meislin, Esq.
90 Broad Street
New York, N.Y. 10004
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, makes this certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true, and
accordingly, have hereunto set his hand this 20 day of September, 1978.
/s/ BERNARD J. MEISLIN
-------------------------------------
Bernard J. Meislin
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STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 20 day of September 1978, personally came
before me, a Notary Public for the State of New York, BERNARD J. MEISLIN,
known to me personally to be such, acknowledged to me the foregoing
Certificate of Incorporation to be his act and deed and that the facts stated
therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ ALAN PLOTKIN
------------------------------------
Notary Public
ALAN PLOTKIN
NOTARY PUBLIC, STATE OF NEW YORK
NO. 314418185
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES MARCH 30, 1979
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STATE OF DELAWARE
[SEAL]
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 "MEEKER TELEVISION, INC.", FILED IN THIS OFFICE ON THE SIXTEENTH
DAY OF JANUARY, A.D. 1981, AT 9 O'CLOCK A.M.
**********
/s/ MICHAEL RATCHFORD
[SEAL] -------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3256401
DATE: 02/24/1981
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEEKER TELEVISION, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware it is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is MEEKER TELEVISION, INC.
2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said
Article the following new Article:
"1. The name of the Corporation is SELTEL INC."
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
Signed and attested to on January 16, 1981.
/s/ ARTHUR STRINGER
----------------------------------------
Arthur Stringer, President
ATTEST:
/s/ ARTHUR STRINGER
- ----------------------------------------
Arthur Stringer, Secretary
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STATE OF DELAWARE
[SEAL]
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 ADDRESS OF REGISTERED AGENT AS IT APPLIES TO "SELTEL INC.", AS
RECEIVED AND FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF OCTOBER, A.D.
1989, AT 4:30 O'CLOCK P.M.
**********
/s/ MICHAEL RATCHFORD
[SEAL] -----------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3356403
DATE: 02/24/1989
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CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
TO: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware Code,
the undersigned Agent for service of process, in order to change the address of
the registered office of the corporations for which it is registered agent,
hereby certifies that:
1. The name of the agent is The Prentice-Hall Corporation System, Inc.
2. The address of the old registered office was 229 South State Street,
Dover, Kent County, Delaware 19901.
3. The address to which the registered office is to be changed is 32
Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19901. The new
address will be effective on October 27, 1989.
4. The names of the corporations represented by said agent are set
forth on the list annexed to this certificate and made a part hereof by
reference.
IN WITNESS WHEREOF, said agent has caused this certificate to be signed
on its behalf by its Vice President and Assistant Secretary this 10th day of
October 1989.
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
/s/ ALAN E. SPIEWAK
------------------------------------------
Alan Spiewak, Vice President
ATTEST:
/s/ [ILLEGIBLE]
- -------------------------------------
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CHANGE OF ADDRESS FILING FOR
PRENTICE-HALL CORPORATION SYSTEM, INC. AS OF OCTOBER 27, 1989
** DOMESTIC **
0858505 TRINITY HUSTON CORPORATION 08/11/1978 D DE
0858649 EMCO ESTATE MANAGEMENT COMPANY, INC. 08/16/1978 D DE
0858679 JAAND PRODUCTIONS, INC. 08/16/1978 D DE
0858708 ENYO CORPORATION 08/17/1978 D DE
0858714 RANK VIDEO CORP. 08/17/1978 D DE
0858829 COMMUNICATIONS SYSTEMS INTERNATIONAL, INC. 08/21/1978 D DE
0858923 TEXACO JAMBI INC. 08/22/1978 D DE
0858966 HUBER BROTHERS CORP. 08/23/1978 D DE
0858991 AMOCO CONTAINER COMPANY 08/23/1978 D DE
0859045 HARRISON INDUSTRIES, INC. 08/24/1978 D DE
0859053 VANDERBILT BEACH DEVELOPMENT CORPORATION 08/24/1978 D DE
0859097 ATACORP, INC. 08/25/1978 D DE
0859117 FRANKLIN 253 CORP. 08/25/1978 D DE
0859175 PEMBROKE CAPITAL COMPANY INC. 08/28/1978 D DE
0859187 CAPITOL-EMI MUSIC, INC. 08/28/1978 D DE
0859264 CAMP FARM MANAGEMENT, INC. 08/29/1978 D DE
0859265 HUGHES SEED FARMS, INC. 08/29/1978 D DE
0859279 SKYCAB, INC. 08/30/1978 D DE
0859294 OLYMPIA DODGE OF COUNTRYSIDE, INC. 08/30/1978 D DE
0859405 CARLSTADT, S.A. 08/31/1978 D DE
0859414 CHARLESTON ELEVATOR, INC. 08/31/1978 D DE
0859475 HOK DEVELOPMENT - FLORIDA CORPORATION 09/01/1978 D DE
0859483 THE CLARKSON COMPANIES INCORPORATED 09/05/1978 D DE
0859488 AUDIO EXPRESS, INC. 09/05/1978 D DE
0859522 KEIHIN AMERICA CORPORATION 09/05/1978 D DE
0859530 TIME OUT INC. OF DELAWARE 09/05/1978 D DE
0859610 ORION PROPERTIES CORPORATION 09/06/1978 D DE
0859740 MARKET VIEW, INC. 09/11/1978 D DE
0859780 CYCLOPS WELDING COMPANY 09/11/1978 D DE
0859781 MARY CARTER PAINT COMPANY 09/11/1978 D DE
0859845 SUSSEX GROUP OF DELAWARE, INC. 09/12/1978 D DE
0859884 ASSOCIATES FIRST NATIONAL CORPORATION 09/13/1978 D DE
0859925 TIMBER ESTATES, INC. 09/14/1978 D DE
0859976 J V SUPERMART, INC. 09/14/1978 D DE
0860039 SCHNEIDER & JENSEN CONSTRUCTION COMPANY 09/15/1978 D DE
0860074 QUIMAL INTERNATIONAL, INC. 09/18/1978 D DE
0860109 CUNDIFF CONSTRUCTION CO., INC. 09/18/1978 D DE
0860118 RICHARD'S MEAT PRODUCTS COMPANY, INC. 09/18/1978 D DE
0860254 LATAS DE ALUMINIO REYNOLDS, INC. 09/20/1978 D DE
0860299 LETTUCE ENTERTAIN YOU TOO, INC. 09/21/1978 D DE
0860395 RNR, INC. 09/22/1978 D DE
0860411 SELTEL INC. 09/25/1978 D DE
0860484 HOG HAVEN, INC. 09/25/1978 D DE
0860512 FIFTH CENTURY COMPANY 09/26/1978 D DE
0860523 TROPICAL PLANT GROWERS OF NORTH AMERICA, LTD. 09/26/1978 D DE
0860613 INDEPENDENT PROPERTIES SALES CORPORATION 09/27/1978 D DE
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STATE OF DELAWARE
[SEAL]
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, MICHAEL RATCHFORD, 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 "SELTEL, INC.", FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF
NOVEMBER, A.D. 1989, AT 9 O'CLOCK A.M.
**********
/s/ MICHAEL RATCHFORD
[SEAL] -----------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3356404
DATE: 02/24/1989
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SELTEL INC.
-----------------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
-----------------------------------------------
We, Cheryl Chase Freedman and Theodore Fichtenholtz, Executive Vice
President and Assistant Secretary of Seltel Inc., a corporation existing under
the laws of the State of Delaware, do hereby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:
By striking out the whole of Article 8 thereof as it now exists and
inserting in lieu and instead thereof a new Article 8 reading as follows:
"8 (a) The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it
shall have the power to indemnify under said section from and against any
and all of the expenses, liabilities or other matters referred to in or
covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may
be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such person.
(b) No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a Director. Notwithstanding the foregoing, a Director
shall be liable to the extent provided by applicable law (i) for breach of
the Director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from
which the Director derived an improper personal benefit. No amendment to or
repeal of these provisions shall apply to or have any effect on the
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liability or alleged liability of any Director of the Corporation for or
with respect to any acts or omissions of such Director occurring prior to
such amendment."
SECOND: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of all of the stockholders entitled to vote in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 3rd day of
November, 1989.
/s/ CHERYL CHASE FREEDMAN
----------------------------------------
Cheryl Chase Freedman
Executive Vice President
ATTEST:
/s/ THEODORE FICHTENHOLTZ
----------------------------------------
Theodore Fichtenholtz
Assistant Secretary