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EXHIBIT 3.91
THE COMMONWEALTH OF MASSACHUSETTS
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EXAMINER
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
FEDERAL IDENTIFICATION
NO. 04-30996275
We Kenneth J. O'Keefe Executive Vice President, and
Roger D. Feldman Assistant Clerk of
BROADCAST SERVICES, INC.
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(EXACT Name of Corporation)
located at: 99 Revere Beach Parkway, Medford, MA 02155
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(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
1 and 2
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
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Name
Approved
of the Articles of Organization were duly adopted by unanimous written consent
dated November 2, 1993 by vote of:
100 shares of Common out of 100 shares outstanding,
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type, class & series, (if any)
being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
See Continuation 1A attached hereto and made part hereof.
See Continuation 2A attached hereto and made part hereof.
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(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of
paper leaving a left-hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.
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To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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COMMON: COMMON:
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PREFERRED: PREFERRED:
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CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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COMMON: COMMON:
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PREFERRED: PREFERRED:
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Continuation 1A
To amend Article 1 of the Articles of Organization as follows:
I. The name of the Corporation is:
Broadcast Architecture, Inc.
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Continuation 2A
To amend Article 2 of the Articles of Organization as follows:
II. The purpose of the Corporation is to engage in the following business
activities.
To provide market research, loan workout consulting and related services
to the broadcast media industry and conduct any other business activity
from which a corporation is not prohibited by the General Laws of the
Commonwealth of Massachusetts.
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The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which
event the amendment will become effective on such later date.
EFFECTIVE DATE:
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IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 2nd day of November, in the year 1993.
/s/ KENNETH J. O'KEEFE, Executive Vice President
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Kenneth J. O'Keefe
/s/ ROGER D. FELDMAN, Assistant Clerk
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Roger D. Feldman
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
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I hereby approve the within articles of amendment and, the filing fee in
the amount of $ having been paid, said articles are deemed to
have been filed with me this day of ,
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MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
To: Douglas E. Onsi
Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110
Telephone: 617-951-8768
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THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
ARTICLE I
THE NAME OF THE CORPORATION IS:
Broadcast Services, Inc.
ARTICLE II
THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN THE
FOLLOWING BUSINESS ACTIVITIES:
To provide loan workout consulting and related services with respect to the
broadcast media industry and conduct any other business activity from which a
corporation is not prohibited by the General Laws of the Commonwealth of
Massachusetts.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch. Additions to more than one
article may be continued on a single sheet so long as each article requiring
each such addition is clearly indicated.
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ARTICLES OF ORGANIZATION
OF
Broadcast Services, Inc.
Article VI A: No director shall be personally liable to the corporation or
to any of its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director notwithstanding any provision of law
imposing such liability; provided, however, that, to the extent required from
time to time by applicable law, this provision shall not eliminate the
liability of a director, to the extent such liability is provided by applicable
law, (a) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (b) for acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law, (c) under Section 61 or
Section 62 of the Business Corporation Law of the Commonwealth of
Massachusetts, or (d) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article VI A shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director
occurring prior to the effective date of such amendment or repeal.
Article VI B: Meeting of the stockholders of the corporation may be held
anywhere in the United States.
Article VI C: The directors may make, amend, or repeal the By-Laws in
whole or in part except with respect to any provision thereof which by law or
the By-Laws requires action by the stockholders.
Article VI D: The Corporation may be a partner in any business enterprise
which the Corporation would have power to conduct by itself.
Continuation Page 1A
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ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.
The information contained in ARTICLE VII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is:
99 Revere Beach Parkway
Medford, MA 02155
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Brian D. Stone 8 Perkins Ln.
Lynnfield, MA 01940
Treasurer: Brian D. Stone 8 Perkins Ln.
Lynnfield, MA 01940
Clerk: John H. Chu 46 Grove St.
Boston, MA 02114
Directors: Brian D. Stone 8 Perkins Ln.
Lynnfield, MA 01940
c. The fiscal year of the corporation shall end on the last day of the month
of: December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is: Not applicable
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature appears below as incorporator and whose name and business or
residential address ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporators this day of August 1990.
/s/ WILLIAM L. WELCH, III
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William L. Welch, III
Bingham, Dana & Gould
150 Federal Street
Boston, MA 02110
NOTE: IF AN ALREADY-EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE
EXACT NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT
WAS INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID
CORPORATION AND THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH
ACTION IS TAKEN.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization of corporations have been complied
with, and I hereby approve said articles; and the filing fee in the amount of
$2.00 having been paid, said articles are deemed to have been filed with me
this 3rd day of August, 1990.
Effective date
/s/ MICHAEL JOSEPH CONNOLLY
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MICHAEL JOSEPH CONNOLLY
Secretary of State
FILING FEE: 1/10 of 1% of the total amount of the authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than one dollar or no par stock shall be deemed to have a par value
of one dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
William L. Welch, III
Bingham, Dana & Gould
150 Federal St., Boston, MA 02110
Telephone: (617)( 951-8890