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EXHIBIT 3.40
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 WASHINGTON, D.C.", CHANGING ITS
NAME FROM "EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C." TO "CHANCELLOR
MEDIA CORPORATION OF WASHINGTON, D.C.", 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.
/s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 8710151
DATE: 10-20-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C.
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, Evergreen Media Corporation of Washington, D.C. (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 WASHINGTON, D.C."
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 17 day of October, 1997.
EVERGREEN MEDIA CORPORATION
OF WASHINGTON, D.C.,
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, MICHAEL RATCHFORD, 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 "EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C." FILED IN
THIS OFFICE ON THE SEVENTH DAY OF FEBRUARY, A.D. 1992, 4:30 O'CLOCK P.M.
* * * * * * * * * *
/s/ MICHAEL RATCHFORD
[SEAL] -------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: 3652027
DATE: 11/06/1992
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CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C.
FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:
Evergreen Media Corporation of Washington, D.C.
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
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the 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. 20004-2505
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 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.
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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 7th day of February, 1992.
/s/ SYLVIA L. ADAMS
------------------------------
Sylvia L. Adams
Incorporator
3
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PAGE 1
BK 1255 PG 0118
STATE OF DELAWARE
[LOGO]
OFFICE OF SECRETARY OF STATE
I, MICHAEL RATCHFORD, 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 "EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C." FILED IN
THIS OFFICE ON THE SEVENTH DAY OF FEBRUARY, A.D. 1992, AT 4:30 O'CLOCK P.M.
* * * * * * * * * *
/s/ MICHAEL RATCHFORD
[SEAL] -----------------------------------
SECRETARY OF STATE
AUTHENTICATION: *3340723
DATE: 02/10/1992
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BK 1255 PG 0119
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 02/07/1992
732038043 - 2287587
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C.
FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:
Evergreen Media Corporation of Washington, D.C.
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
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BK 1255 PG 0120
the 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. 20004-2505
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 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
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BK 1255 PG 0121
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 7th day of February, 1992.
/s/ SYLVIA L. ADAMS
------------------------------
Sylvia L. Adams
Incorporator
3
11
STATE OF DELAWARE
[SEAL]
OFFICE OF SECRETARY OF STATE
I, MICHAEL RATCHFORD, 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 "EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C." FILED IN
THIS OFFICE ON THE SEVENTH DAY OF FEBRUARY, A.D. 1992, 4:30 O'CLOCK P.M.
* * * * * * * * * *
/s/ MICHAEL RATCHFORD
[SEAL] -----------------------------------
SECRETARY OF STATE
AUTHENTICATION: *3340724
DATE: 02/10/1992
12
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF WASHINGTON, D.C.
FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:
Evergreen Media Corporation of Washington, D.C.
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 the 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
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the 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 Incorporation 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 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
14
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 7th day of February, 1992.
/s/ SYLVIA L. ADAMS
------------------------------
Sylvia L. Adams
Incorporator
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