1
EXHIBIT 3.68
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 "SHAMROCK BROADCASTING LICENSES OF DENVER, INC.", FILED IN
THIS OFFICE ON THE TWENTIETH DAY OF SEPTEMBER, A.D. 1996, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[DELAWARE SECRETARY'S OFFICE STATE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8113592
DATE: 09-20-96
2665179 8100
960273209
2
CERTIFICATE OF INCORPORATION
OF
SHAMROCK BROADCASTING LICENSES OF DENVER, INC.
I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "Corporation") under the General Corporation
Law of the State of Delaware, do hereby adopt the following Certificate of
Incorporation for the Corporation:
FIRST: The name of the Corporation is SHAMROCK BROADCASTING LICENSES OF
DENVER, INC.
SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage in
any and all lawful acts and activity for which corporations may be organized
under the General Corporation Law of Delaware. The Corporation will have
perpetual existence.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock.
FIFTH: The name of the incorporator of the Corporation is Todd R. Chandler,
and the mailing address of such incorporator is 100 Crescent Court, Suite 1300,
Dallas, Texas 75201-6950.
SIXTH: The number of directors constituting the initial board of directors
is three, and the name and mailing address of each person who is to serve as
director until the first annual meeting of stockholders or until his successor
is elected and qualified are:
Steve Dinetz 12655 North Central Expressway, Suite 405,
Dallas, Texas 75243
Jeffrey A. Marcus 12655 North Central Expressway, Suite 405,
Dallas, Texas 75243
John H. Massey 12655 North Central Expressway, Suite 405,
Dallas, Texas 75243
3
SEVENTH: Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.
EIGHTH: The directors of the Corporation shall have the power to adopt,
amend, and repeal the bylaws of the Corporation.
NINTH: No contract or transaction between the Corporation and one or more
of its directors, officers, or stockholders or between the Corporation and any
person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the board of directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
TENTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. Such right shall be a contract right
and as such shall run to the benefit of any director or officer who is elected
and accepts the position of director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this
Article Tenth is in effect. Any repeal or amendment of this Article Tenth shall
be prospective only and shall not limit the
2
4
rights of any such director or officer or the obligations of the Corporation
with respect to any claim arising from or related to the services of such
director or officer in any of the foregoing capacities prior to any such
repeal or amendment to this Article Tenth. Such right shall include the right
to be paid by the Corporation expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the Delaware General Corporation Law, as the same exists or may hereafter
be amended. If a claim for indemnification or advancement of expenses hereunder
is not paid in full by the Corporation within sixty (60) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of
defense are not permitted under the Delaware General Corporation Law, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its board of directors or any committee thereof,
independent legal counsel, or stockholders) to have made its determination
prior to the commencement of such action that indemnification of, or
advancement of costs of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
board of directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such indemnification or
advancement is not permissible. In the event of the death of any person having
a right of indemnification under the foregoing provisions, such right shall
inure to the benefit of his or her heirs, executors, administrators, and
personal representatives. The rights conferred above shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, by-law, resolution of stockholders or directors, agreement, or
otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ELEVENTH: 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
3
5
intentional misconduct or 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. Any repeal or amendment of
this Article Eleventh by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation arising from an act or omission
occurring prior to the time of such repeal or amendment. In addition to the
circumstances in which a director of the Corporation is not personally liable
as set forth in the foregoing provisions of this Article Eleventh, a director
shall not be liable to the Corporation or its stockholders to such further
extent as permitted by any law hereafter enacted, including without limitation
any subsequent amendment to the Delaware General Corporation Law.
TWELFTH: The Corporation expressly elects not to be governed by Section
203 of the General Corporation Law of Delaware.
I, the undersigned, for the purpose of forming the Corporation under the
laws of the State of Delaware, do make, file and record this Certificate of
Incorporation and do certify that this is my act and deed and that the facts
stated herein are true and, accordingly, I do hereunto set my hand on this 20th
day of September, 1996.
/s/ Todd R. Chandler
-------------------------
Todd R. Chandler
4
6
CLIENT NO. 34982.0021 DATE: 05/08/97
- -------------------------------------------------------------------------------
CORPORATE MAINTENANCE INFORMATION
NAME OF ENTITY: Shamrock Broadcasting Licenses of Denver, Inc.
ADDRESS OF ENTITY:
DATE OF INCORPORATION: September 20, 1996
STATE OF INCORPORATION: Delaware
CHARTER NO.: 2665179
CERTIFICATE AMENDED: N/A
QUALIFIED TO DO BUSINESS IN:
REGISTERED AGENT: Corporation Trust Center
ADDRESS: 1209 Orange Street
Wilmington, Delaware 19801
FEDERAL EIN: N/A
ELECTION OF SUB S CORP:
FISCAL YEAR ENDS: Fixed by Directors or Calendar Year
INCORPORATOR: Todd R. Chandler
ADDRESS: Weil, Gotshal & Manges
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
7
- --------------------------------------------------------------------------------
SHARES AUTHORIZED AS NUMBER TYPE PAR VALUE
OF 9/20/96: ------ ------ ---------
1,000 Common $.01
- --------------------------------------------------------------------------------
TOTAL AUTHORIZED 1,000
- --------------------------------------------------------------------------------
SHARES ISSUED TO: NO. SHARES CERT. NO. DOMICILE
---------- --------- --------
Shamrock Broadcasting, Inc. 1,000 1
DIRECTORS AS OF 9/20/96:
Steve Dinetz
Jeffrey A. Marcus
John H. Massey
OFFICERS AS OF 9/20/96:
NAME OFFICE
---- ------
Steven Dinetz President, Chief Executive
Officer and Secretary
Eric W. Neumann Senior Vice President and
Assistant Secretary
Jacques Kerrest Senior Vice President and
Chief Financial Officer
2
8
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 "SHAMROCK BROADCASTING LICENSES OF DENVER, INC.", CHANGING ITS NAME FROM
"SHAMROCK BROADCASTING LICENSES OF DENVER, INC." TO "CHANCELLOR MEDIA/SHAMROCK
BROADCASTING LICENSES OF DENVER, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIRST 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
[DELAWARE SECRETARY'S OFFICE SEAL] -----------------------------------
Edward J. Freel, Secretary of State
2665179 8100 AUTHENTICATION: 8712938
971354111 DATE: 10-21-97
9
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SHAMROCK BROADCASTING LICENSES OF DENVER, INC.
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Shamrock Broadcasting Licenses of Denver, 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 LICENSES OF DENVER, 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 LICENSES OF
DENVER, INC.,
a Delaware Corporation
By: /s/ Omar Choucair
-------------------------------
Name: Omar Choucair
Title: Vice President