STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:15 PM 03/29/1996
960092927 - 2608614
Exhibit 3.69
CERTIFICATE OF INCORPORATION
OF
BST INC.
1. The name of the Corporation is BST Inc.
2. The address of its registered office is 103 Springer Building, 3411
Silverside Road, Wilmington, County of New Castle, Delaware 19810. The
name of its registered agent at such address is Organization Services,
Inc.
3. The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred (100) shares of common stock; each
such share shall have One Dollar ($1.00) par value.
5. The name and mailing address of each incorporator is as follows:
NAME ADDRESS
---- -------
Gilbert B. Warren 103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Cynthia L. Conner 103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter
or repeal the By-Laws of the Corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provisions contained in the statutes) outside
the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the By-Laws of the
Corporation. Elections of Directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide.
9. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
10. To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
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 Delaware, do make this certificate hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
accordingly have hereunto set our hands this 29th day of March, 1996.
/s/ Gilbert B. Warren
--------------------------
Gilbert B. Warren
/s/ Cynthia L. Conner
--------------------------
Cynthia L. Conner
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:15 PM 03/29/1996
960092927 - 2608614
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BST INC.
--------
BST INC., a corporation duly organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:
FIRST: That the Board of Directors of the Corporation, by unanimous written
consent of the sole member of the Board of Directors, as filed with the minutes
of the Board, approved and adopted on April 30, 1998, the following resolution
for amending its Certificate of Incorporation and submitted said amendment to
the stockholders of the Corporation for their consideration and approval:
"RESOLVED, that the FIRST Article of the Certificate of Incorporation
of the Corporation be amended in its entirety to read as follows:
FIRST: The name of the Corporation is Broadcast Sports Inc."
SECOND: That in lieu of a meeting and vote of stockholders, all the
stockholders entitled to vote, have approved and adopted said amendment by
unanimous written consent on April 30, 1998, in accordance with the provisions
of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: The amendment was duly adopted in accordance with the provisions of
Sections 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, BST Inc. has caused this certificate to be executed by
its Secretary this 4th day of May, 1998.
BST INC.
By: /s/ Bruce Latimer
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Its: Secretary
To the Delaware Secretary of State
Division of Corporations
Dover, Delaware
Dear Sir/Madam:
I, Tom Storli, a duly authorized officer of Broadcast Sports Corp., a
Delaware corporation, hereby authorize on behalf of Broadcast Sports Corp. the
use of the name "Broadcast Sports Inc." in Delaware by BST Inc., effective
immediately.
Broadcast Sports Corp.
By: /s/ Tom Storli
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Its: President
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