1
EXHIBIT 3.56
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:
"CHANCELLOR MEDIA/WMZQ INC.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE EIGHTH DAY OF JULY, A.D. 1998, AT 4:30 0'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
--------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188937
DATE: 07-10-98
2
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA/WMZQ INC.
INTO
CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media/WMZQ Inc. Delaware
Chancellor Media Corporation of the Capital City Delaware
SECOND: That a Plan and Agreement of Merger among 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
Section 251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Capital City.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Capital City shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
3
Dated: July 8, 1998
CHANCELLOR MEDIA CORPORATION OF
THE CAPITAL CITY
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
4
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA/WMZQ INC.
INTO
CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media/WMZQ Inc. Delaware
Chancellor Media Corporation of the Capital City Delaware
SECOND: That a Plan and Agreement of Merger among 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
Section 251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of the Capital City.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Capital City shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
5
Dated: July 8, 1998
CHANCELLOR MEDIA CORPORATION OF
THE CAPITAL CITY
By: /s/ Andrea Hulcy
---------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
6
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:
"CHANCELLOR MEDIA CORPORATION OF THE NATION'S CAPITAL", A DELAWARE
CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY" UNDER THE
NAME OF "CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE EIGHTH DAY OF JULY, A.D. 1998, AT 4 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9188201
DATE: 07-10-98
7
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE NATION'S CAPITAL
INTO
CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY
The undersigned corporation, organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of the Nation's Capital Delaware
Chancellor Media Corporation of the Capital City Delaware
SECOND: That a Plan and Agreement of Merger among 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 Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of the Capital City.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Capital City shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at
the principal place of business of the surviving corporation. The address of
the principal place of business of the surviving corporation is 433 E. Las
Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
8
Dated: July 8, 1998
CHANCELLOR MEDIA CORPORATION OF
THE CAPITAL CITY
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
9
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE NATION'S CAPITAL
INTO
CHANCELLOR MEDIA CORPORATION OF THE CAPITAL CITY
The undersigned corporation, organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of the Nation's Capital Delaware
Chancellor Media Corporation of the Capital City Delaware
SECOND: That a Plan and Agreement of Merger among 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 Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of the Capital City.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of the Capital City shall be the Certificate of Incorporation of
the surviving corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at
the principal place of business of the surviving corporation. The address of
the principal place of business of the surviving corporation is 433 E. Las
Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
10
Dated: July 8, 1998
CHANCELLOR MEDIA CORPORATION OF
THE CAPITAL CITY
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
11
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 THE CAPITAL CITY", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF THE CAPITAL CITY" TO "CHANCELLOR MEDIA
CORPORATION OF THE CAPITAL CITY", 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: 8710105
DATE: 10-20-97
12
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE CAPITAL CITY
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Evergreen Media Corporation of the Capital City (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 THE CAPITAL CITY"
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 THE CAPITAL CITY,
a Delaware Corporation
By: /s/ Omar Choucair
------------------------
Name: Omar Choucair
Title: Vice President
13
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 "EVERGREEN MEDIA
CORPORATION OF THE BAY STATE", CHANGING ITS NAME FROM "EVERGREEN
MEDIA CORPORATION OF THE BAY STATE" TO "EVERGREEN MEDIA
CORPORATION OF THE CAPITAL CITY", FILED IN THIS OFFICE ON THE
SEVENTH DAY OF NOVEMBER, A.D. 1996, AT 4:30 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8204047
DATE: 11-21-96
14
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE BAY STATE
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Evergreen Media Corporation of the Bay State (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:
"EVERGREEN MEDIA CORPORATION OF THE CAPITAL CITY"
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 this Certificate of
Amendment to be signed and executed in its corporate name by Omar Choucair, its
vice president, on this 7th day of November, 1996.
EVERGREEN MEDIA CORPORATION
OF THE BAY STATE, a Delaware
corporation
By: /s/ Omar Choucair
-------------------------
Omar Choucair
Vice President
15
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 INCORPORATION OF "EVERGREEN MEDIA
CORPORATION OF THE BAY STATE", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF OCTOBER, A.D. 1995, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
[SEAL] ------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8204046
DATE: 11-21-96
16
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE BAY STATE
FIRST: The name of the corporation (hereinafter sometimes
referred to as the "Corporation") is:
Evergreen Media Corporation of the Bay State
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 the
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
17
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
18
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 23rd day of
October, 1995.
/s/ Sylvia L. Adams
------------------------------
Sylvia L. Adams
Incorporator
3
19
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 INCORPORATION OF "EVERGREEN MEDIA CORPORATION OF THE BAY STATE", FILED IN
THIS OFFICE ON THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 1995, AT 9 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7924072
DATE: 04-26-96
20
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE BAY STATE
FIRST: The name of the corporation (hereinafter sometimes
referred to as the "Corporation") is:
Evergreen Media Corporation of the Bay State
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 the
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
21
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
22
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 23rd day of
October, 1995.
/s/ Sylvia L. Adams
------------------------------
Sylvia L. Adams
Incorporator
3
23
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
INCORPORATION OF "EVERGREEN MEDIA CORPORATION OF THE BAY STATE", FILED IN THIS
OFFICE ON THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 1995, 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
[SEAL] ---------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7686766
DATE: 10-25-95
24
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE BAY STATE
FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:
Evergreen Media Corporation of the Bay State
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 the
holders of shares of the Corporation, except as may otherwise be provided by
this Certificate of Incorporation as from time to time amended.
25
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
26
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 23rd day of October, 1995.
/s/ Sylvia L. Adams
---------------------------------------
Sylvia L. Adams
Incorporator
3