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EXHIBIT 3.66
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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 "SHAMROCK RADIO LICENSES, INC.", CHANGING ITS NAME FROM "SHAMROCK RADIO
LICENSES, INC." TO "CHANCELLOR MEDIA/SHAMROCK RADIO LICENSES, 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: 8712624
DATE: 10-21-97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SHAMROCK RADIO LICENSES, INC.
Pursuant to Section 242 of the General Incorporation Law of the State
of Delaware, Shamrock Radio Licenses, 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 RADIO LICENSES, 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 RADIO LICENSES, INC.,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-------------------------------------
Name: Omar Choucair
Title: Vice President
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[CT CORPORATION SYSTEM LETTERHEAD]
Dear Ms. Gruhl:
Re: Shamrock Radio Licenses, Inc.
Shamrock Broadcasting, Inc.
Pursuant to instructions received, the Certificate of Change of Registered Agent
and Registered Office for each of the above corporations were filed in the
office of the Secretary of State of Delaware on October 14, 1997, at 9:00 a.m.,
and a certified copy of each thereof is being forwarded by the Secretary of
State to the Recorder of Deeds of New Castle County, Wilmington, Delaware.
We enclose one certified copy of the Certificate of Change of Registered Agent
and Registered Office for each of the above corporations.
Thanks, again.
Marcy C. Kinnamon
Senior Customer Specialist
MCK/sac
Enc.
FEDERAL EXPRESS
998098
Washington, D.C./Sharif
Sonja Gruhl
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004-2505
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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 CHANGE OF
REGISTERED AGENT OF "SHAMROCK RADIO LICENSES, INC.", FILED IN THIS OFFICE ON
THE FOURTEENTH DAY OF OCTOBER, 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
AUTHENTICATION: 8700833
DATE: 10-14-97
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
SHAMROCK RADIO LICENSES, 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., 1201 N. Market Street, P.O. Box 1347, Wilmington,
Delaware 19801 and the present registered office of the corporation is in the
county of New Castle;
The Board of Directors of SHAMROCK RADIO LICENSES, INC. adopted the
following resolution on the 8th day of October, 1997.
RESOLVED, that the registered office of SHAMROCK RADIO LICENSES, 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 RADIO LICENSES, INC. has caused this
statement to be signed by Omar Choucair, its Vice President, this 9th day of
October, 1997.
/s/ OMAR CHOUCAIR
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Omar Choucair, Vice President
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, 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 RADIO LICENSES, INC." FILED IN THIS OFFICE ON THE
FOURTEENTH DAY OF JULY, A.D. 1993, AT 1 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * *
[SEAL] /s/ WILLIAM T. QUILLEN
----------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3976808
DATE: 07/15/1993
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 07/14/1993
633195003 - 2343691
CERTIFICATE OF INCORPORATION
OF
SHAMROCK RADIO LICENSES, INC.
FIRST: The name of the corporation is Shamrock Radio Licenses, Inc.
SECOND: The address of the corporation's registered office in the State
of Delaware is 1201 North Market Street, Post Office Box 1347, in the City of
Wilmington, County of New Castle. The name of the corporation's registered
agent 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 Delaware General
Corporation Law.
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 one cent ($.01) per share.
FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of 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 make, amend and repeal the by-laws.
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SEVENTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for 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 involve 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. If the Delaware General Corporation Law is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
NINTH: The incorporator is Siobain M. Perkins, whose mailing address is
P.O. Box 1347, Wilmington, Delaware 19899.
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I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file and
record this Certificate of Incorporation, and, accordingly, have hereto set my
hand this 14th day of July, 1993.
/s/ SIOBAIN M. PERKINS
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Siobain M. Perkins
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