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EXHIBIT 3.50
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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 "CHANCELLOR MEDIA/KIBB INC.", CHANGING ITS NAME FROM "CHANCELLOR MEDIA/KIBB
INC." TO "CHANCELLOR MEDIA/KCMG INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH
DAY OF FEBRUARY, A.D. 1998, AT 11 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8926464
DATE: 02-18-98
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CHANCELLOR MEDIA/KIBB INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Chancellor Media/KIBB 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:
"CHANCELLOR MEDIA/KCMG INC."
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 10th day of February, 1998.
CHANCELLOR MEDIA/KIBB INC.,
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 THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "CHANCELLOR MEDIA/KIBB INC.", CHANGING ITS NAME FROM "CHANCELLOR MEDIA/KIBB
INC." TO "CHANCELLOR MEDIA/KCMG INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH
DAY OF FEBRUARY, A.D. 1998, AT 11 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8926464
DATE: 02-18-98
4
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CHANCELLOR MEDIA/KIBB INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Chancellor Media/KIBB 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:
"CHANCELLOR MEDIA/KCMG INC."
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 10th day of February, 1998.
CHANCELLOR MEDIA/KIBB INC.,
a Delaware Corporation
By:/s/ OMAR CHOUCAIR
--------------------------
Name: Omar Choucair
Title: Vice President
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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
CHANGE OF REGISTERED AGENT OF "KIBB INC.", FILED IN THIS OFFICE ON THE SEVENTH
DAY OF OCTOBER, A.D. 1997, AT 2:30 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: 8690900
DATE: 10-08-97
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
KIBB INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805 and the
present registered office of the corporation is in the county of New Castle;
The Board of Directors of KIBB INC. adopted the following resolution on
the 19th day of September, 1997.
RESOLVED, that the registered office of KIBB INC. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, KIBB INC. has caused this statement to be signed by
Omar Choucair, its Vice President, this 3rd day of October, 1997.
/s/ OMAR CHOUCAIR
----------------------------------------
Omar Choucair, Vice President
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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 "KIBB INC.", CHANGING ITS NAME FROM "KIBB INC." TO "CHANCELLOR MEDIA/KIBB
INC.", FILED IN THIS OFFICE ON THE TWENTIETH 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: 8712953
DATE: 10-21-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
KIBB INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, KIBB 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/KIBB INC."
2. The Board of Directors and Shareholders 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.
KIBB INC., a Delaware Corporation
By: /s/ OMAR CHOUCAIR
------------------------------------
Name: Omar Choucair
Title: Vice President
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
KIBB INC., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware 19805 and the
present registered office of the corporation is the county of New Castle;
The Board of Directors of KIBB INC. adopted the following resolution on
the 19th day of September, 1997.
RESOLVED, that the registered office of KIBB INC. in the state of Delaware
be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle, and the authorization of the
present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, KIBB INC. has caused this statement to be signed by
Omar Choucair, its Vice President, this 3rd day of October, 1997.
/s/ OMAR CHOUCAIR
---------------------------------------
Omar Choucair, 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 "KIBB 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 FRANCHISE TAXES HAVE NOT BEEN
ASSESSED TO DATE.
/s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 8536307
DATE: 06-30-97
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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
INCORPORATION OF "KIBB INC.", FILED IN THIS OFFICE ON THE FOURTH DAY OF
FEBRUARY, A.D. 1997, 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.
/s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 8316519
DATE: 02-05-97
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CERTIFICATE OF INCORPORATION
OF
KIBB Inc.
1. The name of the Corporation is: KIBB Inc.
2. The address of its registered office in the State of Delaware is
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805-1297.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
3. The nature of the business or purposes to be conducted or promoted
is: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall
have authority to issue is Two Hundred (200). All such shares are to have $.01
par value.
5. The name and mailing address of the incorporator is as follows:
Ilene W. Stack 1515 Broadway, Legal Department, New York, New York
10036-5794
6. The Corporation is to have perpetual existence.
7. 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 By-Laws of the Corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provisions contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Elections of Directors
need not be by written ballot unless the By-Laws of the Corporation shall so
provide.
9. The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
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.
10. The corporation shall, to the fullest extent permitted by the
provisions of 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 By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both 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.
11. 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 statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the 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 hereby 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 4th day of February 1997.
/s/ ILENE W. STACK
----------------------------------------
Ilene W. Stack, Incorporator
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KIBB Inc.
CERTIFICATE OF INCORPORATION
C/I