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EXHIBIT 3.64
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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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
INCORPORATION OF "SHAMROCK BROADCASTING, INC.", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF SEPTEMBER, A.D. 1986, AT 1:01 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386060
DATE: 11-04-98
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CERTIFICATE OF INCORPORATION
OF
SHAMROCK BROADCASTING, INC.
FIRST: The name of the corporation is Shamrock Broadcasting, Inc.
SECOND: The address of the registered office of the corporation in the
State of Delaware is 1105 North Market Street, Post Office Box 1347, Wilmington,
New Castle County, Delaware 19899. The name of the agent of the corporation at
such address is Delaware Corporation Organizers, Inc.
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 total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a par
value of ten cents ($.10) per share.
FIFTH: The business and affairs of the corporation shall be managed by
the board of directors, and the directors need not be elected by ballot unless
required by the by-laws of the corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized to adopt,
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amend or repeal the by-laws.
SEVENTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
EIGHTH: The incorporator is Siobain Mulhern, whose mailing address
is 1105 North Market Street, P.O. Box 1347, Wilmington, Delaware 19899.
IN WITNESS WHEREOF, the undersigned incorporator has signed this
Certificate of Incorporation, September 18, 1986, for the purpose of forming
this corporation under the laws of the State of Delaware.
/s/ SIOBAIN M. MULHERN (SEAL)
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
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 "SHAMROCK BROADCASTING, INC.", FILED IN THIS OFFICE ON THE
TENTH DAY OF OCTOBER, A.D. 1986, AT 10 O'CLOCK A.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386059
DATE: 11-04-98
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
SHAMROCK BROADCASTING, 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 Delaware Corporation
Organizers, Inc. and the present registered office of the corporation is in the
county of New Castle.
The Board of Directors of SHAMROCK BROADCASTING, INC. adopted the
following resolution on the 30th day of September, 1986.
Resolved, that the registered office of SHAMROCK BROADCASTING, 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, Shamrock Broadcasting, Inc. has caused this statement
to be signed by James R. Mixon, its Executive Vice President and attested by
Karen K. Merrell, its Secretary, this 30th day of September, 1986.
By /s/ JAMES R. MIXON
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Executive Vice President
James R. Mixon
ATTEST:
By: /s/ KAREN K. MERRELL
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Secretary
Karen K. Merrell
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
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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 "SHAMROCK BROADCASTING, INC.", CHANGING ITS NAME FROM "SHAMROCK
BROADCASTING, INC." TO "CHANCELLOR MEDIA/SHAMROCK BROADCASTING, INC.", FILED IN
THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D. 1997, AT 4:30 O'CLOCK P.M.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9386058
DATE: 11-04-98
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SHAMROCK BROADCASTING, INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Shamrock Broadcasting, 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/SHAMROCK BROADCASTING, 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 17 day of October, 1997.
SHAMROCK BROADCASTING, INC.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
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Name: Omar Choucair
Title: Vice President