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EXHIBIT 3.23
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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:
"WYXR LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA PENNSYLVANIA LICENSE CORP." UNDER THE NAME
OF "CHANCELLOR MEDIA PENNSYLVANIA LICENSE CORP.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SEVENTH DAY OF AUGUST, A.D. 1998, AT 3:30 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: 9242536
[SEAL] DATE: 08-10-98
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CERTIFICATE OF MERGER
OF
WYXR LICENSE CORP.
INTO
CHANCELLOR MEDIA PENNSYLVANIA 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
---- ----------------------
WYXR License Corp. Delaware
Chancellor Media Pennsylvania License Corp. Delaware
SECOND: That a Plan and Agreement of Merger between 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
Pennsylvania License Corp.
FOURTH: The Certificate of Incorporation of Chancellor Media PENNSYLVANIA
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 300 Crescent Court,
Suite 600, Dallas, Texas 75201.
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: August 7, ,1998
----------------------
CHANCELLOR MEDIA PENNSYLVANIA
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 MERGER,
WHICH MERGES:
"WDAS(AM) LICENSE CORP.", A DELAWARE CORPORATION,
"WDAS(FM) LICENSE CORP.", A DELAWARE CORPORATION,
"WJJZ LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA PENNSYLVANIA LICENSE CORP." UNDER THE
NAME OF "CHANCELLOR MEDIA PENNSYLVANIA LICENSE CORP.", A CORPORATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN
THIS OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT 3:30 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: 9230049
[SEAL] DATE: 07-31-98
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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 31, ,1998
----------------------
CHANCELLOR MEDIA
PENNSYLVANIA LICENSE CORP.
By: /s/ ANDREA HULCY
-----------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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PAGE 1
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 "WUSL LICENSE CORP.", CHANGING ITS NAME FROM "WUSL LICENSE CORP." TO
"CHANCELLOR MEDIA PENNSYLVANIA LICENSE CORP.", FILED IN THIS OFFICE ON THE THIRD
DAY OF JUNE, A.D.1998, AT 9 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: 9116336
[SEAL] DATE: 06-03-98
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WUSL LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WUSL 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 PENNSYLVANIA 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 Hulcy, its Vice
President, on this 3rd day of June, 1998.
WUSL 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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "WRFX (FM) LICENSE CORP.", CHANGING ITS NAME FROM "WRFX (FM) LICENSE CORP."
TO "WUSL LICENSE CORP.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF JUNE, A.D.
1997, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8510026
[SEAL] DATE: 06-13-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WRFX(FM) LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WRFX(FM) 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:
"WUSL LICENSE CORP."
2. The Sole Director 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 Omar Choucair, its Vice
President, on this 12th day of June, 1997.
WRFX(FM) LICENSE CORP.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-----------------------------
Name: Omar Choucair
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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "PYRAMID COMMUNICATIONS - CHARLOTTE FM CORP.", CHANGING ITS NAME FROM
"PYRAMID COMMUNICATIONS - CHARLOTTE FM CORP.", TO "WRFX(FM) LICENSE CORP.",
FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JANUARY, A.D. 1996, AT 4 O'CLOCK
P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7793532
[SEAL] DATE: 01-17-96
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS - CHARLOTTE FM CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Pyramid Communications-Charlotte FM 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:
"WRFX(FM) LICENSE CORP."
2. The Board of Directors and Stockholders of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and executed in its corporate name by Matthew E. Devine,
its assistant secretary, on this 17th day of January, 1996.
PYRAMID COMMUNICATIONS --
CHARLOTTE FM CORP.,
a Delaware corporation
By: /s/ MATTHEW E. DEVINE
-----------------------------
Matthew E. Devine
Assistant Secretary
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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 "PYRAMID COMMUNICATIONS-CHARLOTTE FM CORP." FILED IN THIS
OFFICE ON THE TWENTY-SECOND DAY OF NOVEMBER, A.D. 1993, AT 10 O'CLOCK A.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: *4158332
[SEAL] DATE: 11/22/1993
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CERTIFICATE OF INCORPORATION
of
PYRAMID COMMUNICATIONS - CHARLOTTE FM CORP.
The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware General
Corporation Law, hereby certifies that:
1. The name of the Corporation is Pyramid Communications - Charlotte FM
Corp.
2. The registered office and registered agent of the Corporation is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801.
3. 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 Delaware.
4. The total number of shares of stock that the Corporation is authorized
to issue is 1,000 shares of Common Stock, par value $.01 per share.
5. The name and address of the incorporator is Kuang-Hsiang Lin, 425
Lexington Avenue, New York City, New York 10017.
6. The Board of Directors of the Corporation, acting by majority vote, may
alter, amend or repeal the By-Laws of the Corporation.
7. Except as otherwise provided by the Delaware General Corporation Law as
the same exists or may hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this Article SEVENTH by the stockholders of the Corporation shall not
adversely affect any right of protection of a director of the Corporation
existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on November 18, 1993.
/s/ KUANG-HSIANG LIN
-----------------------------------
Kuang-Hsiang Lin
Sole Incorporator