1
EXHIBIT 3.46
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 "WAXQ INC.", CHANGING ITS NAME FROM "WAXQ, INC." TO "CHANCELLOR
MEDIA/WAXQ INC.", 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: 8715879
DATE: 10-22-97
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WAXQ INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WAXQ Inc. ("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/WAXQ INC."
SECOND: The Registered Agent of the Corporation is:
THE CORPORATION TRUST COMPANY
1209 Orange Street
Wilmington, Delaware 19801
County of New Castle
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.
WAXQ INC.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
----------------------------
Name: Omar Choucair
Title: Vice President
3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WAXQ INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, WAXQ Inc. ("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/WAXQ INC."
SECOND: The Registered Agent of the Corporation is:
THE CORPORATION TRUST COMPANY
1209 Orange Street
Wilmington, Delaware 19801
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.
WAXQ INC.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
----------------------------
Name: Omar Choucair
Title: Vice President
4
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 "WAXQ INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS
THE RECORDS OF THIS OFFICE SHOW, AS OF THE THIRTIETH DAY OF JUNE, A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED
TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID
TO DATE.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8536311
DATE: 06-30-97
5
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 "KBSG INC.", CHANGING ITS NAME FROM "KBSG INC.", TO "WAXQ INC.", FILED IN
THIS OFFICE ON THE TWELFTH DAY OF AUGUST, A.D. 1998, AT 9 O'CLOCK A.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: 8063726
DATE: 08/12/96
6
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KBSG INC.
KBSG INC., a corporation incorporated and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by the unanimous
written consent of its members filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendments to the
Certificate of Incorporation of said Corporation:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "1", so that, as amended,
said Article shall be and read as follows:
1. The name of the Corporation is: WAXQ INC.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
FOURTH: The Corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.
FIFTH: This amendment shall be effective upon filing with the Secretary of
State of the State of Delaware.
IN WITNESS WHEREOF, said KBSG INC. has caused this Certificate to be signed by
Ilene W. Stack, its Assistant Secretary this 7th day of August, 1996.
KBSG INC.
By: /s/ ILENE W. STACK
-----------------------------------
Ilene W. Stack, Assistant Secretary
7
DE 8/12/96
WAXQ Inc.
(N/C from KBSG Inc.)
8
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 MERGER,
WHICH MERGES:
"KNDD INC.", A DELAWARE CORPORATION,
WITH AND INTO "KBSG INC." UNDER THE NAME OF "KBSG INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE SEVENTEENTH DAY OF JUNE, A.D. 1996, AT 9 O'CLOCK A.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: 798165
DATE: 6/17/96
9
CERTIFICATE OF MERGER
OF
KNDD INC.
AND
KBSG INC.
***************************************
THE UNDERSIGNED, being the Senior Vice President of KBSG INC., a
corporation and existing under and by virtue of the General Corporation Law of
the State of Delaware ("KBSG"), does hereby certify that:
FIRST: The name and state of incorporation of each of the Constituent
Corporations is as follows:
Name State of Incorporation
---- ----------------------
KNDD INC. Delaware
KBSG INC. Delaware
SECOND: A Merger Agreement 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 subsection (c)
of Section 251 of the General Corporation Law of the State of Delaware.
THIRD: The name of the Surviving Corporation is KBSG Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be
that of KBSG Inc., a Delaware corporation, and shall remain in force and effect.
FIFTH: The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, the address of which is 1515 Broadway,
27th floor, New York, NY 10036.
SIXTH: A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any of the
Constituent Corporations.
IN WITNESS WHEREOF, KBSG has caused this Certificate of Merger to be
signed by Michael D. Fricklas, its Senior Vice President, and attested by Ilene
W. Stack, its Assistant Secretary, this 12th day of June 1996.
KBSG INC.
By: /s/ MICHAEL D. FRICKLAS
------------------------------------------
Michael D. Fricklas, Senior Vice President
Attest:
By: /s/ ILENE W. STACK
-----------------------------------
Ilene W. Stack, Assistant Secretary
10
DE 6/17/96
KBSG Inc.
Certificate of Merger of KNDD Inc.
with and into KBSG Inc.
11
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 AMENDMENT
OF KNBQ INC. FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF FEBRUARY, A.D. 1988,
AT 9 O'CLOCK A.M.
: : : : : :
RECEIVED FOR RECORD
MARCH 21, A.D. 1988
[SIG] /s/ MICHAEL HARKINS
- -------------------------------- ------------------------------------
RECORDER Michael Harkins, Secretary of State
$3.00 STATE DOCUMENT FEE PAID AUTHENTICATION: :1595619
DATE: 02/23/1988
[SEAL]
12
BOOK D112 PAGE 341
FILED
FEB 16 1988 9 AM
/s/ MICHAEL HARKINS
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
KNBQ INC.
Under Section 242 of the General Corporation
Law of the State of Delaware
IT IS HEREBY CERTIFIED THAT;
1. The name of the corporation is KNBQ INC., (hereinafter the
"corporation").
2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FIRST thereof and by substituting
in lieu thereof the following new Article:
"FIRST: The name of the corporation is KBSG INC."
3. The amendment of the Certificate of Incorporation herein certified
has been authorized pursuant to the unanimous vote of the Directors
of the Corporation on February 1, 1988.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
corporation this 1st day of February, 1988.
KNBQ INC.
By /s/ MARK M. WEINSTEIN
-------------------------------------
MARK M. WEINSTEIN
Vice President/Secretary
[SEAL]
ATTEST:
/s/ EDWARD N. SCHOR
- -------------------------------
EDWARD N. SCHOR
Assistant Secretary
13
2/16/88
Certificate of Amendment of
Certificate of Incorporation
- --------------------------------------------------------------------------------
Name change to KBSG
14
STATE OF DELAWARE )
KENT COUNTY ) INDEXED
RECORDED in the Office for the Recording of Deeds, Etc. at Dover, in and for
the said County of Kent, In Corp.
Record D Vol. 112 Page 340 Etc.
the 21st day of March A.D. 1988
WITNESS my Hand and the Seal of said office
[SIG]
- ---------------------------
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
KNBQ INC.
Dated: February 1, 1988
Viacom International Inc.
1211 Avenue of the Americas
New York, New York 10036
15
PAGE 1
BOOK G103 PAGE 137
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 KNBQ INC. FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF
DECEMBER, A.D. 1986, AT 9 O'CLOCK A.M.
[SEAL] /s/ MICHAEL HARKINS
-----------------------------------
Michael Harkins, Secretary of State
RECEIVED FOR RECORD
Feb. 10 A.D. 1987
AUTHENTICATION: :1046776
[SIG] DATE: 12/16/1986
RECORDER
$3.00 STATE DOCUMENT FEE PAID
16
BOOK G103 PAGE 138
FILED
DEC 15 1986
9 AM
/s/ MICHAEL HARKINS
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
KNBQ 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
KNBQ INC.
SECOND: The registered office of the corporation is to be located at
229 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the corporation shall have the following
purposes, objects and powers:
To purchase, manufacture, produce, assemble, receive, lease or in any
manner acquire, hold, own, use, operate, install, maintain, service,
repair, process, alter, improve, import, export, sell, lease, assign,
transfer and generally to trade and deal in and with raw materials,
natural or manufactured articles or products, machinery, equipment,
devices, systems, parts, supplies, apparatus, goods, wares, merchandise
and personal property of every kind, nature or description, tangible or
intangible, used or capable of being used for any purpose whatsoever;
and to engage and participate in any mercantile, manufacturing or
trading business of any kind or character.
17
BOOK G103 PAGE 139
To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of or turn to account or deal with all or
any part of the property of the corporation and from time to time to
vary any investment or employment of capital of the corporation.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured
by mortgage, pledge or otherwise, without limit as to amount, and to
secure the same by mortgage, pledge or otherwise; and generally to make
and perform agreements and contracts of every kind and description,
including contracts of guaranty and suretyship.
To lend money for its corporate purposes, invest and reinvest its funds,
and take, hold and deal with real and personal property as security for
the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to purchase or
otherwise acquire, and to hold, own, maintain, work, develop, sell,
lease, exchange, hire, convey, mortgage or otherwise dispose of and deal
in lands and leaseholds, and any interest, estate and rights in real
property, and any personal or mixed property, and any franchises,
rights, licenses or privileges necessary, convenient or appropriate for
any of the purposes herein expressed.
To apply for, obtain, register, purchase, lease or otherwise to acquire
and to hold, own, use, develop, operate and introduce and to sell,
assign, grant licenses or territorial rights in respect to, or otherwise
to turn to account or dispose of, any copyrights, trade marks, trade
names, brands, labels, patent rights, letters patent of the United
States or of any other country or government, inventions, improvements
and processes, whether used in connection with or secured under letters
patent or otherwise.
To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating
corporation would have power to conduct by itself, whether or not such
participation involves sharing or delegation of control with or to
others; and to be an incorporator, promoter or manager of other
corporations of any type or kind.
To pay pensions and establish and carry out pension, profit sharing,
stock option, stock purchase, stock bonus, retirement, benefit,
incentive and commission plans, trusts and provisions
-2-
18
BOOK G103 PAGE 140
for any or all of its directors, officers and employees, and for any or
all of the directors, officers and employees of its subsidiaries; and to
provide insurance for its benefit on the life of any of its directors,
officers or employees, or on the life of any stockholder for the purpose
of acquiring at his death shares of its stock owned by such stockholder.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage,
pledge or otherwise deal with or dispose of stocks, bonds or any other
obligation or securities of any corporation or corporations; to merge or
consolidate with any corporation in such manner as may be permitted by
law; to aid in any manner any corporation whose stocks, bonds or other
obligations are held or in any manner guaranteed by this corporation, or
in which this corporation is in any way interested; and to do any other
acts or things for the preservation, protection, improvement or
enhancement of the value of any such stock, bonds or other obligations;
and while owner of any such stock, bonds or other obligations to
exercise all the rights, powers and privileges or ownership thereof, and
to exercise any and all voting powers thereon; and to guarantee the
payment of dividends upon any stock, the principal or interest or both,
of any bonds or other obligations, and the performance of any contracts.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth,
either alone or in association with other corporations, firms or
individuals, and to do every other act or acts, thing or things
incidental or appurtenant to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof, provided the
same be not inconsistent with the laws under which this corporation is
organized.
The business or purpose of the corporation is from time to time to do
any one or more of the acts and things hereinafter set forth, and it
shall have power to conduct and carry on its said business, or any part
thereof, and to have one or more offices, and to exercise any or all of
its corporate powers and rights, in the State of Delaware, and in the
various other states, territories, colonies and dependencies of the
United States, in the District of Columbia, and in all or any foreign
countries.
The enumeration herein of the objects and purposes of the corporation
shall be construed as powers as well as
-3-
19
BOOK G103 PAGE 141
objects and purposes and shall not be deemed to exclude by inference
any powers, objects or purposes which the corporation is empowered to
exercise, whether expressly by force of the laws of the State of
Delaware now or hereafter in effect, or impliedly by the reasonable
construction of said laws.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares, and the par value of each of
such shares is one dollar ($1.00).
FIFTH: The name and address of the sole incorporator is as follows:
BARBARA TEED, Viacom International Inc., 1211 Avenue of the Americas, New York,
N.Y. 10036.
SIXTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the By-Laws.
Election of directors need not be by ballot unless the By-Laws so provide.
(2) The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and liens upon
all or any part of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividend.
-4-
20
BOOK G103 PAGE 142
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any By-Laws from time to time
made by the stockholders; provided, however, that no By-Laws so made shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been made.
SEVENTH: The corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
-5-
21
BOOK G103 PAGE 143
EIGHTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them 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
the provisions of 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 the provisions of 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 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 all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
-6-
22
BOOK G103 PAGE 144
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunder set my hand and seal this 12th day of
December, 1986.
/s/ BARBARA TEED
-------------------------
Barbara Teed
-7-
23
STATE OF DELAWARE ) INDEXED
KENT COUNTY )
RECORDED In the Office for the Recording of Deeds, Etc. at Dover, In and for
the said County of Kent, In Corp. Record G, Vol. 103, Page 137, Etc. the 10th
day of February A.D. 1987.
WITNESS my Hand and the Seal of said office.
[SIG]
----------------------------
Recorder
CERTIFICATE OF INCORPORATION
OF
KNBQ INC.
40.00
3.00
Dated: December 12, 1986
Mail
VIACOM INTERNATIONAL INC.
1211 Avenue of the Americas
New York, New York 10036
24
DE 12/15/86
CERTIFIED COPY OF CERTIFICATE OF INCORPORATION