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Exhibit 3.96
CERTIFICATE
STATE OF NEVADA [NEVADA STATE SEAL] SECRETARY OF STATE
I, CHERYL A. LAU, Secretary of State of the State of Nevada, do
hereby certify that NEVADA OUTDOOR ADVERTISING, INC. did on the ELEVENTH day of
JANUARY, 1991, file in this office the original Articles of Incorporation; that
said Articles are now on file and of record in the office of the Secretary of
State of the State of Nevada, and further,
that said Articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
[SEAL] hand and affixed the Great Seal of State, at
my office in Carson City, Nevada, this
ELEVENTH day of JANUARY , A.D. 1991
---------- ---------- ---
/s/ Cheryl A. Lau
-------------------------------------
Secretary of State
By /s/ Signature Illegible
-----------------------------------
Deputy
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 11 1991
CHERYL A LAU SECRETARY OF STATE
/s/ CHERYL A LAU
ARTICLES 0F INCORPORATION
OF
NEVADA OUTDOOR ADVERTISING, INC.
* * * * *
FIRST. The name of the corporation is
NEVADA OUTDOOR ADVERTISING, INC.
SECOND. Its principal office in the State of Nevada is located at One
East First Street, Reno, Washoe County, Nevada 89501. The name and address of
its resident agent is The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.
THIRD. The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.
FOURTH. The amount of the total authorized capital stock of the
corporation is One Hundred Thousand Dollars ($100,000) consisting of one hundred
thousand (100,000) shares of stock of the par value of One Dollar ($1.00) each.
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FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation.
The name and post-office address of the first board of directors, which
shall be one (1) in number, are as follows:
NAME POST-OFFICE ADDRESS
Mike Petty P.O. Box 12126
Las Vegas, Nevada 89112-1126
SIXTH. The capital stock, after the amount of the subscription price
or par value has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post-office address of each of the incorporators
signing the articles of incorporation are as follows:
NAME POST-OFFICE ADDRESS
M. A. Shelton 818 West Seventh Street
Los Angeles, California 90017
D. A. Tiu 818 West Seventh Street
Los Angeles, California 90017
K. Cullings 818 West Seventh Street
Los Angeles, California 90017
EIGHTH. The corporation is to have perpetual existence.
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NINTH. In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
Subject to the bylaws, if any, adopted by the stockholders, to make,
alter or amend the bylaws of the corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to designate one
or more committees, each committee to consist of one or more of the directors
of the corporation, which, to the extent provided in the resolution or in the
bylaws of the corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the bylaws of the corporation or as may be determined from time
to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of
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directors shall have power and authority at any meeting to sell, lease or
exchange all of the property and assets of the corporation, including its good
will and its corporate franchises, upon such terms and conditions as its board
of directors deem expedient and for the best interests of the corporation.
TENTH. Meetings of stockholders may be held outside the State of
Nevada, if the bylaws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the bylaws of the corporation.
ELEVENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in the articles of incorporation, in the
manner now or hereafter prescribed by statute, or by the articles of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
TWELFTH: At all elections of directors of the corporation each holder
of stock possessing voting power is entitled to as many votes as equal the
number of his shares multiplied by the number of directors to be elected, and he
may cast all of such votes for a single director or may
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distribute them among the number to be voted for or any two or more of them, as
he may see fit.
THIRTEENTH: To the fullest extent permitted by the laws of the State
of Nevada, as the same exist or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary or other damages for breach of fiduciary duties as a director. No
repeal, amendment or modification of this Article, whether director or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director of the corporation occurring prior to such repeal, amendment, or
modification.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, do make and file these articles of
incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set our hands this 26th day of November,
1990.
/s/ M. A. Shelton
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M. A. Shelton
/s/ D. A. Tiu
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D. A. Tiu
/s/ K. Cullings
---------------------------------
K. Cullings
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STATE OF CALIFORNIA
County of LOS ANGELES
On this 26th day of November, 1990, before me, a Notary Public,
personally appeared M. A. Shelton, D. A. Tiu and K. Cullings, who severally
acknowledged that they executed the above instrument.
[SEAL]
OFFICIAL SEAL /s/ Dwight A. Coots
DWIGHT A COOTS -----------------------------
NOTARY PUBLIC - CALIFORNIA Notary Public
LOS ANGELES COUNTY Dwight A. Coots
My comm. expires JUN 4, 1993
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts the appointment as
Resident Agent of the above named corporation.
The Corporation Trust Company of Nevada
Resident Agent
By /s/ illegible signature [stamp] Date November , 1990
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Assistant Secretary
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STATE OF NEVADA
DEPARTMENT OF
STATE
I hereby certify that this is a true and complete copy of the document
as filed in this office.
DATED: JAN. 11, 1991
/s/ Cheryl A. Lau
CHERYL A. LAU
Secretary of State
By /s/ SIGNATURE ILLEGIBLE
---------------------------------
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STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF CORPORATE STATUS
I, CHERYL A. LAU, the duly elected, qualified and acting Secretary of
State of the State of Nevada, do hereby certify that I am, by the laws of said
State, the custodian of the records relating to corporations organized under the
laws thereof; the revocation of their corporate charters, and their right to
transact and carry on their corporate business; and am the proper officer to
execute this certificate.
I further certify that, at the date of this certificate,
NEVADA OUTDOOR SYSTEMS, INC.
is a corporation duly organized and existing under and by virtue of the laws of
the State of Nevada, having fully complied therewith; is entitled to exercise
therein all the corporate powers and functions recited in its charter or
articles of incorporation, and is in good standing in this State.
[SEAL]
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State at my office in Carson City, Nevada, this TWENTY-NINTH day of
MARCH, A. D., 1993.
/s/ Cheryl A. Lau
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Secretary of State
By /s/ Kimberly DeVries
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Deputy
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FILING FEE- 75.00 TS
REC. #C20892
CT CORPORATION SYSTEM
PHOENIX, AZ
C/O C1 RENO, NV
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 04 1991
Cheryl A. Lau SECRETARY OF STATE
Illegible
189-91
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
NEVADA OUTDOOR ADVERTISING, a corporation organized under the laws of
the State of Nevada, by its president and assistant secretary does hereby
certify:
1. That the board of directors of said corporation at a meeting duly
convened and held on the 29th day of August, 1991, passed a resolution
declaring that the following change and amendment in the articles of
incorporation is advisable.
RESOLVED that article First of said articles of incorporation be
amended to read as follows: "FIRST. The name of the corporation is NEVADA
OUTDOOR SYSTEMS, INC".
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the articles of incorporation is 2,000;
that the said change and amendment has been consented to and authorized by the
written consent of stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
ORIGINAL DOCUMENT INSUFFICIENT
QUALITY FOR PROPER REPRODUCTION
SECRETARY OF STATE
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IN WITNESS WHEREOF, the said NEVADA OUTDOOR SYSTEMS, INC. has caused this
certificate to be signed by its president and its assistant secretary and its
corporate seal to be hereto affixed this 30th day of August, 1991.
NEVADA OUTDOOR SYSTEMS, INC.
By /s/ Signature Illegible
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President
By /s/ Jamie A. Brody
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Jamie A. Brody, Asst. Secretary
(SEAL)
STATE OF ARIZONA )
) SS:
COUNTY OF MARICOPA )
On August 30, 1991 personally appeared before me, a Notary Public, Robert
S. Laizure and Jamie A. Brody, who acknowledged that they executed the above
instrument.
/s/ Signature Illegible
--------------------------------
Notary Public
(SEAL)
Illegible
9-9-93 SEP 04 1991
Illegible