1
EXHIBIT. 3.36
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 "EVERGREEN MEDIA CORPORATION OF CHARLOTTE", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF CHARLOTTE" TO "CHANCELLOR MEDIA CORPORATION OF
CHARLOTTE", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF OCTOBER, A.D. 1997,
AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8710098
DATE: 10-20-97
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF CHARLOTTE
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, Evergreen Media Corporation of Charlotte (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 CORPORATION OF CHARLOTTE"
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 17th day of October, 1997.
EVERGREEN MEDIA CORPORATION
OF CHARLOTTE,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
---------------------------
Name: Omar Choucair
Title: Vice President
3
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 "BROADCASTING PARTNERS OF CHARLOTTE, INC.", CHANGING ITS NAME
FROM "BROADCASTING PARTNERS OF CHARLOTTE, INC." TO "EVERGREEN MEDIA CORPORATION
OF CHARLOTTE", FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D. 1995, AT
4:21 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
[SEAL] AUTHENTICATION: 7504899
DATE: 05-12-95
4
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BROADCASTING PARTNERS OF CHARLOTTE, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Broadcasting Partners of Charlotte, Inc. (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:
"Evergreen Media Corporation of Charlotte"
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 12th day of May, 1995.
BROADCASTING PARTNERS OF CHARLOTTE, INC.,
a Delaware corporation
By /s/ MATTHEW E. DEVINE
--------------------------------------
Matthew E. Devine
Assistant Secretary
5
CERTIFICATE OF INCORPORATION
OF
BROADCASTING PARTNERS OF CHARLOTTE, INC.
* * * * *
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the Corporation is:
BROADCASTING PARTNERS OF CHARLOTTE, INC.
SECOND: Its registered office is to be located at Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware.
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 now or hereafter be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is one thousand (1,000) shares of Common Stock, $.01 par
value.
FIFTH: The name and mailing address of the single incorporator is:
Name Mailing Address
---- ---------------
John Francis Fitzpatrick 1 Chase Manhattan Plaza
New York, New York 10005
The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the By-Laws of the Corporation.
SEVENTH: Election of directors need not be by ballot unless the By-Laws
of the Corporation so provide.
6
EIGHTH: The Corporation shall, to the extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person whom it may indemnify pursuant thereto. A Director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware Corporation Law as the same exists or may
hereafter be amended. No repeal or modification of this Article nor, to the
fullest extent permitted by law, any modification of law, shall adversely
affect any right or protection of a Director of the Corporation existing at the
time of such repeal or modification.
NINTH: Each person who is or was a director or officer of the
Corporation (and the heirs, executors or administrators of such person) who was
or is made a party to, or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent permitted by applicable
law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall also include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition to the fullest extent authorized by
applicable law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall be a contract right.
The Corporation may, by action of its board of directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the board of directors shall determine to be
appropriate and authorized by applicable law as the same exists or may
hereafter be amended.
The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss
-2-
7
incurred by such person in any such capacity, whether or not the Corporation
would have the power to indemnify such person in any such capacity and whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under applicable law as the same exists or may
hereafter be amended.
The rights and authority conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation or by-laws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation in any
manner permitted by the General Corporation Law of the State of Delaware, as
amended from time to time, and all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
June, 1988.
/s/ JOHN FRANCIS FITZPATRICK
--------------------------------
John Francis Fitzpatrick
-3-
8
BOOK 728 PAGE 123 PAGE 1
STATE OF DELAWARE
[LOGO]
OFFICE OF SECRETARY OF STATE
---------------------
I, MICHAEL HARKINS, 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 BROADCASTING PARTNERS OF CHARLOTTE, INC. FILED IN THIS OFFICE
ON THE TWENTY-FIRST DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
[SEAL] /s/ MICHAEL HARKINS
----------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1756581
DATE: 06/21/1988
9
BOOK 728 PAGE 124 FILED
JUN 21 1988
CERTIFICATE OF INCORPORATION
OF
BROADCASTING PARTNERS OF CHARLOTTE, INC.
* * * * *
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the Corporation is:
BROADCASTING PARTNERS OF CHARLOTTE, INC.
SECOND: Its registered office is to be located at Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware.
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 now or hereafter be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is one thousand (1,000) shares of Common Stock, $.01 par
value.
FIFTH: The name and mailing address of the single incorporator is:
Name Mailing Address
---- ---------------
John Francis Fitzpatrick 1 Chase Manhattan Plaza
New York, New York 10005
The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the By-Laws of the Corporation.
SEVENTH: Election of directors need not be by ballot unless the By-Laws
of the Corporation so provide.
10
BOOK 728 PAGE 125
EIGHTH: The Corporation shall, to the extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person whom it may indemnify pursuant thereto. A Director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware Corporation Law as the same exists or may
hereafter be amended. No repeal or modification of this Article nor, to the
fullest extent permitted by law, any modification of law, shall adversely
affect any right or protection of a Director of the Corporation existing at the
time of such repeal or modification.
NINTH: Each person who is or was a director or officer of the
Corporation (and the heirs, executors or administrators of such person) who was
or is made a party to, or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent permitted by applicable
law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall also include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition to the fullest extent authorized by
applicable law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall be a contract right.
The Corporation may, by action of its board of directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the board of directors shall determine to be
appropriate and authorized by applicable law as the same exists or may
hereafter be amended.
The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss
-2-
11
BOOK 728 PAGE 126
incurred by such person in any such capacity, whether or not the Corporation
would have the power to indemnify such person in any such capacity and whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under applicable law as the same exists or may
hereafter be amended.
The rights and authority conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation or by-laws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation in any
manner permitted by the General Corporation Law of the State of Delaware, as
amended from time to time, and all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
June, 1988.
RECEIVED FOR RECORDER /s/ JOHN FRANCIS FITZPATRICK
JUN 22 1988 --------------------------------
William M. Honey, Recorder John Francis Fitzpatrick
-3-
12
PAGE 1
STATE OF DELAWARE
[LOGO]
OFFICE OF SECRETARY OF STATE
------------------
I, MICHAEL HARKINS, 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 BROADCASTING PARTNERS OF CHARLOTTE, INC. FILED IN THIS OFFICE
ON THE TWENTY-FIRST DAY OF JUNE, A.D. 1998, AT 10 O'CLOCK A.M.
[SEAL] /s/ MICHAEL HARKINS
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1756580
DATE: 06/21/1988
13
CERTIFICATE OF INCORPORATION
OF
BROADCASTING PARTNERS OF CHARLOTTE, INC.
* * * * *
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the Corporation is:
BROADCASTING PARTNERS OF CHARLOTTE, INC.
SECOND: Its registered office is to be located at Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware.
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 now or hereafter be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is one thousand (1,000) shares of Common Stock, $.01 par
value.
FIFTH: The name and mailing address of the single incorporator is:
Name Mailing Address
---- ---------------
John Francis Fitzpatrick 1 Chase Manhattan Plaza
New York, New York 10005
The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the By-Laws of the Corporation.
SEVENTH: Election of directors need not be by ballot unless the By-Laws
of the Corporation so provide.
14
EIGHTH: The Corporation shall, to the extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person whom it may indemnify pursuant thereto. A Director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware Corporation Law as the same exists or may
hereafter be amended. No repeal or modification of this Article nor, to the
fullest extent permitted by law, any modification of law, shall adversely
affect any right or protection of a Director of the Corporation existing at the
time of such repeal or modification.
NINTH: Each person who is or was a director or officer of the
Corporation (and the heirs, executors or administrators of such person) who was
or is made a party to, or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent permitted by applicable
law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall also include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition to the fullest extent authorized by
applicable law as the same exists or may hereafter be amended. The right to
indemnification conferred in this Article shall be a contract right.
The Corporation may, by action of its board of directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the board of directors shall determine to be
appropriate and authorized by applicable law as the same exists or may
hereafter be amended.
The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss
-2-
15
incurred by such person in any such capacity, whether or not the Corporation
would have the power to indemnify such person in any such capacity and whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under applicable law as the same exists or may
hereafter be amended.
The rights and authority conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation or by-laws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation in any
manner permitted by the General Corporation Law of the State of Delaware, as
amended from time to time, and all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
June, 1988.
/s/ JOHN FRANCIS FITZPATRICK
--------------------------------
John Francis Fitzpatrick
-3-