EXHIBIT 3.55
CERTIFICATE OF INCORPORATION
OF
WEYI TELEVISION, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code, and the
acts amendatory thereof and supplemental thereto), hereby certifies that:
ARTICLE 1. NAME
The name of this corporation is WEYI Television, Inc.
ARTICLE 2. REGISTERED AGENT AND OFFICE
The address of the initial registered office of this corporation is
2711 Centerville Road, Suite 400, Wilmington, Delaware 19808; and the name of
the registered agent of the corporation in the State of Delaware is Corporation
Service Company, in the County of New Castle.
ARTICLE 3. PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL").
ARTICLE 4. SHARES
The total number of shares of stock which the corporation shall have
the authority to issue is 1,000. The par value of each such shares is $.01. All
such shares are of one class and are shares of Common Stock.
ARTICLE 5. INCORPORATOR
The name and address of the incorporator are as follows:
Name Address
---- -------
Eric J. Pan Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, DC 20004-2401
ARTICLE 6. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of this corporation; provided; however, that the Board of Directors
may not repeal or amend any By-law
that the stockholders have expressly provided may not be amended or repealed by
the Board of Directors. The stockholders shall also have the power to adopt,
amend or repeal the Bylaws.
ARTICLE 7. BOARD OF DIRECTORS
The number of Directors of this corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.
ARTICLE 8. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 9. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of this corporation.
ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter permitted by law, and the rights of the stockholders of this
corporation are granted subject to this reservation.
ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the DGCL, as it exists on the date hereof or
may hereafter be amended, permits the limitation or elimination of the liability
of directors, a director of this corporation shall not be liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of this Article 11 shall not
adversely affect any right or protection of a director of this corporation for
or with respect to any acts of omissions of such director occurring prior to
such amendment or repeal. In addition to any requirements or any other
provisions herein or in the terms of any class or series of capital stock having
a preference over the common stock of this corporation as to dividends or upon
liquidation (and notwithstanding that a lesser percentage may be specified by
law), the affirmative vote of the holders of 80% or more of the voting power of
the outstanding voting stock of this corporation, voting together as a single
class, shall be required to amend, alter or repeal any provision of this Article
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ARTICLE 12. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Action may be taken by the stockholders of this corporation without a
meeting, without prior notice and without a vote, in accordance with the terms
of Section 228 of the DGCL.
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ARTICLE 13. FOREIGN OWNERSHIP
To the extent deemed necessary or appropriate by the Board of Directors
to enable this corporation to engage in any business or activity directly or
indirectly conducted by it in compliance with the laws of the United States of
America as now in effect or as they may hereafter from time to time be amended,
this corporation may adopt such bylaws as may be necessary or advisable to
comply with the provisions and avoid the prohibitions of any such law. Without
limiting the generality of the foregoing, such bylaws may restrict or prohibit
the transfer of shares of capital stock of this corporation to, and the voting
of such stock by, aliens or their representatives, or corporations organized
under the laws of any foreign country or their representatives, or corporations
directly or indirectly controlled by aliens or by any such corporation or
representative.
Signed on July 29, 2002.
/s/ Eric J. Pan
Eric J. Pan
Incorporator
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