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EXHIBIT 3.15
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 MERGER,
WHICH MERGES:
"WMVP-AM LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA ILLINOIS LICENSE CORP." UNDER THE NAME OF
"CHANCELLOR MEDIA ILLINOIS LICENSE CORP.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE EIGHTH DAY OF JULY, A.D. 1998, AT 4 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188220
[SEAL] DATE: 07-10-98
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CERTIFICATE OF MERGER
OF
WMVP-AM LICENSE CORP.
INTO
CHANCELLOR MEDIA ILLINOIS LICENSE CORP.
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
WMVP-AM License Corp. Delaware
Chancellor Media Illinois License Corp. Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Illinois License Corp.
FOURTH: The Certificate of Incorporation of Chancellor Media Illinois
License Corp. shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the provisions
thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of any
constituent corporation.
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Dated: July 8 ,1998
----------------------
CHANCELLOR MEDIA ILLINOIS
LICENSE CORP.
By: /s/ ANDREA HULCY
-----------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 "WRCX LICENSE CORP.", CHANGING ITS NAME FROM "WRCX LICENSE CORP." TO
"CHANCELLOR MEDIA ILLINOIS LICENSE CORP.", FILED IN THIS OFFICE ON THE THIRD DAY
OF JUNE, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9116328
[SEAL] DATE: 06-03-98
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WRCX LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WRCX License Corp. (the "Corporation"), a Delaware corporation, hereby
certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the present Article FIRST and inserting in lieu thereof a
new Article FIRST, as follows:
FIRST: The name of the Corporation (hereinafter sometimes referred to
as the "Corporation") is:
"CHANCELLOR MEDIA ILLINOIS LICENSE CORP."
2. The Directors and Sole Shareholder of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment
to be signed and executed in its corporate name by Andrea Huley, its Vice
President, on this 3rd day of June, 1998.
WRCX LICENSE CORP.,
a Delaware Corporation
By: /s/ ANDREA HULCY
-----------------------------
Name: Andrea Hulcy
Title: Vice President
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT "WRCY LICENSE CORP." IS DULY INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE
NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW
AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF JULY, A.D.
1993, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "WWBZ LICENSE CORP." TO
"WRCX LICENSE CORP.", FILED THE NINTH DAY OF NOVEMBER, A.D. 1994, AT 4 O'CLOCK
P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO
DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
/s/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
AUTHENTICATION: 8428894
[SEAL] DATE: 04-21-97
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 "WWBZ LICENSE CORP.", CHANGING ITS NAME FROM "WWBZ LICENSE CORP." TO "WRCX
LICENSE CORP.", FILED IN THIS OFFICE ON THE NINTH DAY OF NOVEMBER, A.D. 1994, AT
4 O'CLOCK P.M.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8428893
[SEAL] DATE: 04-21-97
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11-9-94
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WWBZ LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of the
State of Delaware, WWBZ License Corp. (the "Corporation"), a Delaware
corporation, hereby certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the present Article FIRST and inserting in lieu thereof a
new Article FIRST, as follows:
FIRST: The name of the Corporation (hereinafter sometimes referred to
as the "Corporation") is:
"WRCX License Corp."
2. The Board of Directors of the Corporation, by written consent,
adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment
to be signed and executed in its corporate name by Scott K. Ginsburg, its
president, and attested by Matthew E. Devine, its assistant secretary, on this
8th day of November, 1994.
ATTEST: WWBZ LICENSE CORP., a Delaware
corporation
/s/ MATTHEW E. DEVINE By: /s/ SCOTT K. GINSBURG
- --------------------------- -----------------------------
Matthew E. Devine Scott K. Ginsburg
Assistant Secretary President
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, 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 "WWBZ LICENSE CORP." FILED IN THIS OFFICE ON THE TWENTY-FIRST
DAY OF JULY, A.D. 1993, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * *
/s/ WILLIAM T. QUILLEN
---------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3986014
[SEAL] DATE: 11-22-93
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CERTIFICATE OF INCORPORATION
OF
WWBZ LICENSE CORP.
FIRST: The name of the Corporation (hereinafter sometimes referred to as
the "Corporation") is:
WWBZ License Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock
with a par value of $.01 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 share 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; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation as from time to time amended.
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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 name and address of the Incorporator is as follows:
Sylvia L. Adams
LATHAM & WATKINS
1001 Pennsylvania Avenue, Suite 1300
Washington, D.C. 20004-2505
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for the 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 acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
NINTH: 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 law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, herein 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 21st day of July, 1993.
/s/ SYLVIA L. ADAMS
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Sylvia L. Adams
Incorporator
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