EXHIBIT 3.41
KEYMARKET RADIO OF MEMPHIS, INC.
CERTIFICATE OF CORRECTION
KEYMARKET RADIO OF MEMPHIS, INC., a Maryland corporation, having its
principal office at 2000 W. 41st Street, Baltimore, Maryland, hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The title of the document being corrected hereby is the Articles of
Incorporation.
SECOND: The name, as it appeared in the Articles of Incorporation, of the
party to such Articles of Incorporation is hereby corrected to read SINCLAIR
RADIO OF MEMPHIS, INC.
THIRD: The Articles of Incorporation to be corrected hereby were filed on
April 22, 1996.
FOURTH: The Board of Directors has not had an organizational meeting and
has not elected officers.
IN WITNESS WHEREOF, I have signed this Certificate of Correction on this
23rd day April, 1996, and acknowledge the same to be my act.
/s/ Charles A. Borek
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Incorporator
ARTICLES OF INCORPORATION
OF
KEYMARKET RADIO OF MEMPHIS, INC.
FIRST: I, Charles A. Borek, whose post office address is 100 Light Street,
Suite 1100, Baltimore, Maryland 21202, being at least 18 years of age, hereby
form a corporation under and by virtue of the general laws of the State of
Maryland.
SECOND: The name of the corporation (which is hereafter referred to as the
"Corporation") is:
KEYMARKET RADIO OF MEMPHIS, INC.
THIRD: The purpose for which the Corporation is formed is to engage in the
ownership and operation of television and radio broadcasting stations, to
acquire, hold, own, license, sell, and otherwise deal in licenses and grants of
authority issued by state and federal agencies, and the trademarks, tradenames,
and call letters regarding same; and to engage in any other lawful business and
to do anything permitted by the Maryland General Corporation Law.
FOURTH: The post office address of the principal office of the Corporation
in this State is 2000 W. 41st Street, Baltimore, Maryland 21211. The name and
post office address of the Resident Agent of the Corporation in this State is
Steven A. Thomas, Esquire, 100 Light Street, Suite 1100, Baltimore, Maryland
21202. Said resident agent is an individual actually residing in this state.
FIFTH: The total number of shares of capital stock which the Corporation
has authority to issue is one thousand (1,000) shares of common stock, par value
$.01 per share, for an aggregate par value of ten dollars ($10.00), all of one
class of stock.
SIXTH: The number of directors shall be three (3) or such other number, but
not less than three (3) nor more than seven (7), as may be designated from time
to time by resolution of a majority of the entire Board of Directors. Provided,
however, that (a) if at any time there is no stock outstanding, the Corporation
may have less than three (3) but not less than one (1) director; and (b) if
there is stock outstanding and there are less than three (3) stockholders, the
number of directors may be less than three (3) but not less than the number of
stockholders. Directors need not be stockholders. The name of the directors who
shall act until the first annual meeting or until their successor or successors
are duly elected and qualified are David D. Smith and David B. Amy.
SEVENTH: No director or officer of the Corporation shall be liable to the
Corporation or its stockholders for money damages except (i) to the extent that
it is proved that such director or officer actually received an improper benefit
or profit in money, property, or services for the amount of the benefit or
profit in money, property, or services actually received, or (ii) to the
extent that a judgment or other final adjudication adverse to such director or
officer is entered in a proceeding based on a finding in the proceeding that
such director's or officer's action, or failure to act, was (a) the result of
active and deliberate dishonesty, or (b) that intentionally wrongful, willful,
or malicious end, in each such case, was material to the cause of action
adjudicated in the proceeding.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this
22nd day of April 1996, and I acknowledge the same to be my act.
/s/ Charles A. Borek
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Charles A. Borek
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