EXHIBIT 3.45
KEYMARKET RADIO OF NASHVILLE, INC.
CERTIFICATE OF CORRECTION
KEYMARKET RADIO OF NASHVILLE, 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 NASHVILLE, 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
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ARTICLES OF INCORPORATION
OF
KEYMARKET RADIO OF NASHVILLE, 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 NASHVILLE, 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 tile Maryland General Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation in tang State is 20W 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.
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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 recent 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 tile 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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