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EXHIBIT 3.38
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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 "WBAV/WBAV-FM/WPEG LICENSE CORP.", CHANGING ITS NAME FROM
"WBAV/WBAV-FM/WPEG LICENSE CORP." TO "WIOQ 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.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8510024
DATE: 06-13-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WBAV/WBAV-FM/WPEG LICENSE CORP.
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, WBAV/WBAV-FM/WPEG 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:
"WIOQ 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.
WBAV/WBAV-FM/WPEG 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 THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "BPI CHARLOTTE LICENSE SUBSIDIARY, INC.", CHANGING ITS NAME FROM
"BPI CHARLOTTE LICENSE SUBSIDIARY,INC." TO "WBAV/WBAV-FM/WPEG LICENSE CORP.",
FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D. 1995, AT 4:26 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: 7504910
DATE: 05/12/95
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BPI CHARLOTTE LICENSE SUBSIDIARY, INC.
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, BPI Charlotte License Subsidiary, 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:
"WBAV/WBAV-FM/WPEG 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 the 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.
BPI CHARLOTTE LICENSE
SUBSIDIARY, INC., 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 THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF INCORPORATION OF "BPI CHARLOTTE LICENSE SUBSIDIARY, INC." FILED IN THIS
OFFICE ON THE EIGHTEENTH DAY OF MAY, 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.
* * * * * * * **
[SEAL] /s/ WILLIAM T. QUILLEN
--------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3904074
DATE: 05/19/93
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DELAWARE
CERTIFICATE OF INCORPORATION
OF
BPI CHARLOTTE LICENSE SUBSIDIARY, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is BPI CHARLOTTE LICENSE SUBSIDIARY, INC..
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle; and
the name of the registered agent of the corporation in the State of Delaware 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 total number of shares of stock which the corporation shall
have authority to issue is ten thousand (10,000) shares of common stock with a
par value of $0.01 per share.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
- -------------------------- ------------------------------------
Heidi L. Shales 180 North LaSalle Street
Suite 3400
Chicago, Illinois 60601
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them
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and/or between this corporation and its stockholders or any class 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 Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under 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 (3/4) in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of this
corporation as 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.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the
Bylaws of the corporation may be exercised by the Board of Directors
of the corporation; provided, however, that any provision for the
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classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth
in an initial Bylaw or in a Bylaw adopted by the stockholders
entitled to vote of the corporation unless provisions for such
classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of a director of the corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.
TENTH: 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
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 Bylaw, 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 a person.
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ELEVENTH: From time to time, any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
DATED: May 18, 1993
/s/ HEIDI L. SHALES
--------------------------------
Heidi L. Shales, Incorporator
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PREORGANIZATION AGREEMENT FOR
BPI CHARLOTTE LICENSE SUBSIDIARY, INC.
WHEREAS, it is proposed to organize a corporation under the Delaware
General Corporation Act as amended, which shall be known as BPI CHARLOTTE
LICENSE SUBSIDIARY, INC. or such other name as the incorporator may select; and
WHEREAS, BPI CHARLOTTE LICENSE SUBSIDIARY, INC. (hereinafter
"Corporation"), shall be authorized to issue an aggregate of 10,000 shares
consisting of common stock with a par value of $0.01 per share; and
WHEREAS, it is proposed that the purpose for which the Corporation shall
be organized is:
To engage in the transaction of any or all lawful business for which
corporations may be incorporated under the Delaware General
Corporation Act, as amended.
THEREFORE, the undersigned subscribers hereby subscribe for the number of
shares of the Corporation set opposite their names, and agree to pay $0.10 per
share at such time or times as the Board of Directors of the Corporation may
determine. Dated this 17th day of May, 1993.
No. of Shares
Subscribed for Amount
Name and Designation Subscribed
- ---- --------------- ----------
Broadcasting Partners of 1,000 Common $100.00
Charlotte, Inc.
767 Fifth Avenue, 44th Floor
New York, New York 10153
Broadcasting Partners of Charlotte, Inc.
By: [sig]
------------------------------------
Its: Secretary
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AUTHENTICATION OF RECORD BOOK AND RECORDS OF
BPI CHARLOTTE LICENSE SUBSIDIARY, INC.
The undersigned, being and constituting the first Board of Directors of
BPI CHARLOTTE LICENSE SUBSIDIARY, INC., a corporation duly organized and
existing under and by virtue of the laws of the State of Delaware and by virtue
of a Certificate of Incorporation issued by the Secretary of State of the State
of Delaware, under the Great Seal of the State of Delaware, on the 18th day of
May, 1993, for the purpose of the adoption and of the identification of this
book, together with the records therein contained, as the Book of Records of
the said Corporation and as the original Record of the organization thereof,
have hereunto subscribed our respective names on this 1st day of June 1993.
/s/ BARRY A. MAYO
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Barry A. Mayo
/s/ LEE S. SIMONSON
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Lee S. Simonson
/s/ NATHAN W. PEARSON, JR.
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Nathan W. Pearson, Jr.