1
EXHIBIT 3.27
STATE OF DELAWARE
PAGE 1
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 "WSJZ LICENSE CORP.", CHANGING ITS NAME FROM "WSJZ LICENSE CORP.",
TO "WEDR LICENSE CORP.", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF OCTOBER,
A.D. 1996, AT 2 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8148294
DATE: 10-16-96
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WSJZ LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, WSJZ 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:
"WEDR 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 Omar Choucair,
its vice president, on this 10th day of October, 1996.
WSJZ LICENSE CORP.,
a Delaware corporation
By: /s/ OMAR CHOUCAIR
----------------------------------------
Omar Choucair
Vice President
3
STATE OF DELAWARE
PAGE 1
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 WBUF LICENSE CORP.", CHANGING ITS NAME FROM
"PYRAMID COMMUNICATIONS WBUF LICENSE CORP.", TO "WSJZ LICENSE CORP.", FILED IN
THIS OFFICE ON THE SEVENTEENTH DAY OF JANUARY, A.D. 1996, AT 4 O'CLOCK P.M.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8148295
[SEAL] DATE: 10-16-96
4
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS WBUF LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Pyramid Communications WBUF 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:
"WSJZ 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
WBUF LICENSE CORP.,
a Delaware corporation
By: /s/ MATTHEW E. DEVINE
----------------------------------------
Matthew E. Devine
Assistant Secretary
5
STATE OF DELAWARE
PAGE 1
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
INCORPORATION OF "PYRAMID COMMUNICATIONS WBUF LICENSE CORP.", FILED IN THIS
OFFICE ON THE EIGHTH DAY OF DECEMBER, A.D. 1993, AT 2 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8148296
DATE: 10-16-96
6
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS WBUF LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
Pyramid Communications WBUF License Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100, Kent County, Dover,
Delaware 19901. The name of its registered agent at such address is The
Prentice-Hall Corporation Systems, Inc.
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 of 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
7
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
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
SIXTH: In furtherance and not in limitation of the power 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 provisions 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.
2
8
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 8th day of December, 1993.
/s/ SYLVIA L. ADAMS
--------------------------------------
Sylvia L. Adams
Incorporator
3
9
STATE OF DELAWARE
PAGE 1
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 "WSJZ LICENSE CORP.", CHANGING ITS NAME FROM "ESJZ LICENSE CORP." TO "WEDR
LICENSE CORP.", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF OCTOBER, A.D. 1996,
AT 2 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
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8147103
DATE: 10-15-96
10
STATE OF DELAWARE
PAGE 1
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 WBUF LICENSE CORP.", CHANGING ITS NAME FROM
"PYRAMID COMMUNICATIONS WBUF LICENSE CORP.", TO "WSJZ LICENSE CORP.", FILED IN
THIS OFFICE ON THE SEVENTEENTH DAY OF JANUARY, A.D. 1996, AT 4 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7793789
DATE: 01-18-96
11
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WSJZ LICENSE CORP.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, WSJZ 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:
"WEDR 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 Omar Choucair,
its vice president, on this 10th day of October, 1996.
WSJZ LICENSE CORP.,
a Delaware corporation
By: /s/ OMAR CHOUCAIR
----------------------------------------
Omar Choucair
Vice President
12
STATE OF DELAWARE
PAGE 1
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 WBUF LICENSE CORP.", FILED IN THIS
OFFICE ON THE EIGHTH DAY OF DECEMBER A.D. 1993, AT 2 O'CLOCK P.M.
/s/ WILLIAM T. QUILLEN
[SEAL] --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7078465
DATE: 04-05-96
13
STATE OF DELAWARE
PAGE 1
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 WBUF LICENSE CORP." FILED IN THIS
OFFICE ON THE EIGHTH DAY OF DECEMBER, A.D. 1993, AT 2 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
****************
/s/ WILLIAM T. QUILLEN
[SEAL] --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 4181492
DATE: 12/08/1993
14
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS WBUF LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
Pyramid Communications WBUF License Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100, Kent County, Dover,
Delaware 19901. The name of its registered agent at such 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 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 of 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
15
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
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
SIXTH: In furtherance and not in limitation of the power 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 provisions 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.
2
16
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 8th day of December, 1993.
/s/ SYLVIA L. ADAMS
--------------------------------------
Sylvia L. Adams
Incorporator
3
17
STATE OF DELAWARE
PAGE 1
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 WBUF LICENSE CORP." FILED IN THIS
OFFICE ON THE EIGHTH DAY OF DECEMBER, A.D. 1993, AT 2 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
****************
/s/ WILLIAM T. QUILLEN
[SEAL] --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 4181503
DATE: 12/08/1993
18
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS WBUF LICENSE CORP.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
Pyramid Communications WBUF License Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100, Kent County, Dover,
Delaware 19901. The name of its registered agent at such 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 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 of 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
19
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
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
SIXTH: in furtherance and not in limitation of the power 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 provisions 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.
2
20
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 8th day of December, 1993.
/s/ SYLVIA L. ADAMS
--------------------------------------
Sylvia L. Adams
Incorporator
3