1
EXHIBIT 3.52
State of Delaware PAGE 1
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 "RIVERSIDE BROADCASTING CO., INC.", CHANGING ITS NAME FROM
"RIVERSIDE BROADCASTING CO., INC." TO "CHANCELLOR MEDIA/RIVERSIDE BROADCASTING
CO., 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.
/s/ EDWARD J. FREEL
-----------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 8709865
DATE: 10-20-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
RIVERSIDE BROADCASTING CO., INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Riverside Broadcasting Co., 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/RIVERSIDE BROADCASTING CO, 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.
RIVERSIDE BROADCASTING CO., INC.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-----------------------------
Name: Omar Choucair
Title: Vice President
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State of Delaware PAGE 1
Office of the Secretary of State
-------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "RIVERSIDE BROADCASTING CO., 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.
/s/ EDWARD J. FREEL
-----------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 8536309
DATE: 06-30-97
4
HUGHREED NYK
1 0073 COLLECT ALBANY NEW YORK 05-10 0500A EST
HUGHES HUBBARD AND REED
ONE WALL ST ATTN MS JULIE SPIEGEL
NEW YORK CITY N Y
BT
AS OF THE CLOSE OF BUSINESS MAY 6 1980 RIVERSIDE BROADCASTING CO INC IS A
DELAWARE CORPORATION AUTHORIZED FEB 23 1971 AND SO FAR AS INDICATED BY THE
RECORDS OF THIS DEPARTMENT NO CERTIFICATE OF SURRENDER OF AUTHORITY HAS BEEN
FILED
SEARCHING UNIT CORP DIVN DEPT STATE
I PMTING NYK
5
[SEAL]
STATE
OF
DELAWARE
OFFICE OF SECRETARY OF STATE
I, GLENN C. KENTON SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY that the Certificate of Incorporation of the
"Riverside Broadcasting Co., Inc.", was received and filed in this office the
sixteenth day of February, A.D. 1971, at 10 o'clock A.M.
And I do hereby further certify that the aforesaid Corporation 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
and is duly authorized to transact business.
And I do hereby further certify that the Franchise Taxes have been paid
to date.
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GOOD STANDING CERTIFICATE FOR
RIVERSIDE BROADCASTING CO.,INC. (DE)
------------------------------------
7
2/16/71
CERTIFICATE OF INCORPORATION
----------------------------
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REC B107 PAGE 222
STATE OF DELAWARE
[SEAL]
Office of Secretary State.
I, EUGENE BUNTING, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT COPY OF
Certificate of Incorporation of the "RIVERSIDE BROADCASTING CO., INC.", as
received and filed in this office the sixteenth day of February, A.D. 1971, at
10 o'clock A.M.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND
AND OFFICIAL SEAL AT DOVER THIS sixteenth DAY OF
February IN THE YEAR OF OUR LORD ONE THOUSAND
NINE HUNDRED AND seventy-one.
[SEAL] /s/ EUGENE BUNTING
------------------------------------------
Secretary of State
/s/ R. H. [ILLEGIBLE]
------------------------------------------
Asst Secretary of State
REC'D FOR RECORD FEB 16 1971 LEO J. DUGAN, Jr. Recorder
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CERTIFICATE OF INCORPORATION
OF
RIVERSIDE BROADCASTING CO., INC.
ARTICLE I
The name of the corporation is Riverside Broadcasting Co., Inc. (the
"Corporation").
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address is The Corporation
Trust Company.
ARTICLE III
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 Delaware.
ARTICLE IV
The total number of shares of capital stock which the Corporation has
authority to issue is one thousand shares of common stock of the par value of
$1 per share.
ARTICLE V
The name and mailing address of the incorporator is Lawrence R. Uhlick,
45 East 89th Street, New York, N.Y. 10028.
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ARTICLE VI
The names and addresses of the persons who are to serve as directors of
the Corporation until first annual meeting of stockholders or until their
successors are elected and qualify are set forth below:
Name Address
---- -------
Edwin Deane Leonard 1148 Fifth Avenue
Apartment 4-C
New York, New York 10028
Lawrence R. Uhlick 45 East 89th Street
New York, New York 10028
Jeffrey Small 64-02 192 Street
Fresh Meadow, New York 11365
ARTICLE VII
The Board of Directors of the Corporation is expressly authorized to
make, alter, amend or repeal the By-Laws of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day
of February, 1971.
/s/ LAWRENCE R. UHLICK
--------------------------------
Lawrence R. Uhlick
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this llth day of February, 1971, there personally came before me
Lawrence R. Uhlick, the person who executed the foregoing certificate, known to
me personally to be such, and he duly executed said certificate before me and
acknowledged that it was his act and deed and that the facts stated therein are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ MARY O'DONNELL
--------------------------------
[SEAL]
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CERTIFICATE OF INCORPORATION
OF
RIVERSIDE BROADCASTING CO., INC.
ARTICLE I
The name of the corporation is Riverside Broadcasting Co., Inc. (the
"Corporation").
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address is The Corporation
Trust Company.
ARTICLE III
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 Delaware.
ARTICLE IV
The total number of shares of capital stock which the Corporation has
authority to issue is one thousand shares of common stock of the par value of
$1 per share.
ARTICLE V
The name and mailing address of the incorporator is Lawrence R. Uhlick,
45 East 89th Street, New York, N. Y. 10028.
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ARTICLE VI
The names and addresses of the persons who are to serve as directors of
the Corporation until the first annual meeting of stockholders or until their
successors are elected and qualify are set forth below:
Name Address
---- -------
Edwin Deane Leonard 1148 Fifth Avenue
Apartment 4-C
New York, New York 10028
Lawrence R. Uhlick 45 East 89th Street
New York, New York 10028
Jeffrey Small 64-02 192 Street
Fresh Meadow, New York 11365
ARTICLE VII
The Board of Directors of the Corporation is expressly authorized to
make, alter, amend or repeal the By-Laws of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this llth day
of February, 1971.
/s/ LAWRENCE R. UHLICK
--------------------------------
Lawrence R. Uhlick
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 11th day of February, 1971, there personally came before me
Lawrence R. Uhlick, the person who executed the foregoing certificate, known to
me personally to be such, and he duly executed said certificate before me and
acknowledged that it was his act and deed and that the facts stated therein are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Mary O'Donnell
--------------------------------
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STATE OF DELAWARE
[SEAL]
Office of Secretary State.
I, EUGENE BUNTING, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT COPY OF
Certificate of Incorporation of the "RIVERSIDE BROADCASTING CO., INC.", as
received and filed in this office the sixteenth day of February, A.D. 1971, at
10 o'clock A.M.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND
AND OFFICIAL SEAL AT DOVER THIS sixteenth DAY OF
February IN THE YEAR OF OUR LORD ON THOUSAND
NINE HUNDRED AND seventy-one.
[SEAL] /s/ EUGENE BUNTING
------------------------------------------
Secretary of State
/s/ [ILLEGIBLE]
------------------------------------------
Ass't Secretary of State
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CERTIFICATE OF INCORPORATION OF
RIVERSIDE BROADCASTING CO.,INC. (DE)
-----------------------------------
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RIVERSIDE BROADCASTING CO., INC.
Consent of Directors
The undersigned, being all the Directors of Riverside Broadcasting Co.,
Inc., a Delaware corporation, do hereby give their consent, pursuant to Section
141(f) of the General Corporation Law of the State of Delaware, to the
following resolutions:
1. Adoption of By-Laws
RESOLVED, that the By-Laws in the form attached as Exhibit 1 to
this consent are hereby adopted as the By-Laws of the Company.
2. Corporate Seal
RESOLVED, that the seal, an impression of which is hereto
affixed, is hereby adopted as the corporate seal of the Corporation.
3. Corporate Books
RESOLVED, that the Secretary of the Corporation is hereby
authorized and directed to obtain the proper corporate books.
4. Corporate Stock Certificates
RESOLVED, that the form of certificate for shares of Common Stock
of the Corporation (par value $1 per share) in the form attached as
Exhibit 2 to this consent is hereby approved and adopted as the
certificate to represent shares of the Common Stock of the Corporation
(par value $1 per share).
5. Authorization to Issue Shares
RESOLVED, that the proper officers of the Corporation are hereby
authorized to issue up to 1,000 shares of the
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Common Stock ($1 par value) of this Corporation to and only to The
Riverside Church in the City of New York, Riverside Drive at 122nd
Street, New York, New York 10027.
6. Banking Arrangements
RESOLVED, "that FIRST NATIONAL CITY BANK, New York (hereinafter
called the "Bank") be and hereby is designated a depository of the funds
of this Corporation, and the President singly or the Treasurer singly is
hereby authorized to sign, for and on behalf of this Corporation, any
and all checks, drafts and other orders with respect to any funds at any
time to the credit of this Corporation with the Bank and/or against any
account(s) of this Corporation maintained at any time with the Bank,
inclusive of any such checks, drafts and other orders in favor of either
of the above-designated officers, and that the Bank be and hereby is
authorized (a) to pay the same to the debit of any account(s) of this
Corporation then maintained with it; (b) to receive for deposit to the
credit of this Corporation, and/or for collection for the account of
this Corporation, any and all checks, drafts, notes and other
instruments for the payment of money, whether or not endorsed by this
Corporation, which may be submitted to it for such deposit and/or
collection, it being understood that each such item shall be deemed to
have been unqualifiedly endorsed by this Corporation, and (c) to
receive, as the act of this Corporation, any and all stop-payment
instructions (inclusive of any relative agreement) with respect to any
such checks, drafts and other orders as aforesaid and reconcilement(s)
of account when signed by any one or more of the officers as
hereinbefore designated.
That the President singly or the Treasurer singly is hereby
authorized, for and on behalf of this Corporation, to transact any and
all other business with or through the Bank which at any time may be
deemed by the said officers transacting the same to be advisable,
including, without limiting the generality of the foregoing, authority
to: (a) discount and/or negotiate notes, drafts and other commercial
paper; (b) apply for letters or other forms of credit; (c) borrow money,
with or without security; (d) assign, transfer, pledge or otherwise
hypothecate any property of the Corporation; (e) purchase, exchange,
sell, or otherwise deal in or with any stocks, bonds and other
securities; (f) execute and deliver automated customer services and
other agreements relative to performance of
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various computer services; and (g) in reference to any of the business
or transactions hereinbefore referred to, make, enter into, execute and
deliver to the Bank such negotiable or non-negotiable instruments,
indemnity and other agreements, obligations, assignments, endorsements,
hypothecations, pledges, receipts and/or other documents as may be deemed
by the officers so acting to be necessary or desirable.
That any and all withdrawals of money and/or other transactions
heretofore had in behalf of this Corporation with the Bank are hereby
ratified, confirmed and approved, and that the Bank (and any interested
third party) may rely upon the authority conferred by this entire
resolution unless, and except to the extent that, this resolution shall
be revoked or modified by a subsequent resolution of this Board, and
until a certified copy of such subsequent resolution has been received
by the Bank.
7. Payment of Incorporation Expenses
RESOLVED, that the proper officers of the Corporation are hereby
authorized to pay all expenses incurred in connection with the
organization and incorporation of the Corporation.
8. Election of Officers
RESOLVED, that the following persons are hereby elected officers
of the Company until their respective successors are elected and shall
have qualified:
Name Office
---- ------
Dr. Victor Z. Brink President
Rumsey M. McGregor Vice President and
Assistant Secretary
Warde B. Ogden Vice President and
Treasurer
Paul H. Sherry Secretary and Assistant
Treasurer
Stephen A. Feke Assistant Secretary
9. Acceptance of Radio License
RESOLVED, that the proper officers of the Corporation are hereby
authorized to accept as a capital contribution
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from the Riverside Church in the City of New York all right, title and
interest in the radio station WRVR and the license issued by the Federal
Communications Commission with respect thereto, and all authority to
operate such station and license, subject to and effective upon the
approval of such transfer by the Federal Communications Commission.
10. Number of Directors
RESOLVED, that the Board of Directors shall consist shall of four
members.
11. Election of Directors
RESOLVED, that the resignations of Edwin Deane Leonard, Jeffrey
Small and Lawrence Uhlick as Directors of the Company effective
immediately are hereby accepted and the following persons are hereby
elected Directors of the Company until their respective successors are
elected and shall have qualified:
Dr. Victor Z. Brink
Warde B. Ogden
Rumsey M. McGregor
Paul H. Sherry.
IN WITNESS WHEREOF, we have set our hands this 12th day of March, 1971.
/s/ EDWIN DEANE LEONARD
-----------------------------
Edwin Deane Leonard
/s/ JEFFREY SMALL
-----------------------------
Jeffrey Small
/s/ LAWRENCE UHLICK
-----------------------------
Lawrence Uhlick
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