EXHIBIT 3.63
ARTICLES OF INCORPORATION
OF
OKLAHOMA CITY BROADCASTING COMPANY
STATE OF OKLAHOMA )
)
COUNTY OF OKLAHOMA )
To: Secretary of State of the State of Oklahoma:
We, the undersigned Incorporators:
John M. Coffey 3100 Liberty Tower, Oklahoma City, Oklahoma
James H. Milligan 3100 Liberty Tower, Oklahoma City, Oklahoma
Lois C. Morrison 3100 Liberty Tower, Oklahoma City, Oklahoma
being persons legally competent to enter into contracts for the purpose of
forming a corporation under "The Business Corporation Act" of the State of
Oklahoma, do hereby adopt the following Articles of Incorporation.
ARTICLE ONE
The name of this corporation is:
OKLAHOMA CITY BROADCASTING COMPANY
ARTICLE TWO
The address of its registered office in the State of Oklahoma is 3100
Liberty Tower, Oklahoma City, Oklahoma 73102, and its Registered Agent is John
M. Coffey, 3100 Liberty Tower, Oklahoma City, Oklahoma 73102.
ARTICLE THREE
The duration of this corporation is fifty (50) years.
ARTICLE FOUR
The nature of the business and the objects and purposes to be transacted,
promoted and carried on are to do any or all of the things herein mentioned as
fully and to the same extent as natural persons might or could do, and in any
part of the world, viz:
(a) To construct and operate one or more radio and television stations and
other communications media.
(b) To purchase or otherwise acquire and to hold, own, mortgage or
otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner
dispose of, and to invest, deal and trade in and with goods, wares, merchandise
and personal or real property of-any and every class and description, within or
without the State of Oklahoma,
(c) To acquire the good will, rights and property and to undertake the
whole or any part of the assets and liabilities of any person, firm, association
or corporation; to pay for the same in cash; the shares of this corporation,
bonds or otherwise; to hold or in any manner to dispose of the whole or any part
of any business so acquired, and to exercise all the powers necessary or
convenient in and about the conduct and management of such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of capital, bonds, or
other evidence of indebtedness created by other corporations, and while the
holders of such shares to exercise all the right and privileges of ownership,
including the right to vote thereon, to the same extent as a natural person
might or could do.
(e) To enter into, make and perform contracts of every kind for any lawful
purpose, with any person, firm, association or corporation, town, city, county,
body politic, state, territory, government or colony or dependency thereof.
(f) To borrow money for any of the purposes of the corporation, and to
draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
nontransferable instruments and evidences of indebtedness and to secure the
payment thereof and the interest thereon by mortgage or pledge, conveyance, or
assignment in trust of the whole or any part of the property of the corporation
at the time owned or thereafter acquired.
(g) To purchase, hold, sell and transfer the shares of its capital stock.
(h) To have one or more offices and to conduct any or all of its operations
and business and to promote its objects, within or without the State of
Oklahoma, without restriction as to place or amount.
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(i) To become a member of a general partnership or partnerships, a limited
partnership or partnerships, a joint venture or joint ventures, with one or more
persons or corporations for the purpose of carrying on any business whatsoever
which this corporation may deem proper or convenient in connection with any of
the purposes herein set forth, or otherwise, or which may be calculated,
directly or indirectly, to promote the interest of this corporation or to
enhance the value of its property or business, both within and without the State
of Oklahoma.
(j) To do each and everything necessary, suitable, convenient, or proper
for, or in connection with, or incidental to, the accomplishment of any one or
more of the purposes or the exercise of any one or more of the powers herein
enumerated, or designed, directly or indirectly to promote the interest of this
corporation or to enhance the value of its properties; and in general to do any
and all things and exercise any and all powers, rights, and privileges for which
a corporation may now or hereafter be organized under the Business Corporation
Law of the State of Oklahoma or under any act amendatory thereof, supplemental
thereto, or substituted therefor.
(k) To do any or all of the things herein set forth as principal, agent,
contractor, trustee or otherwise, alone or in company with others.
(1) The foregoing provisions of this Article shall be construed both as
purposes and powers and each as an independent purpose and power in furtherance
of, and not in limitation of, the powers which this corporation may have under
present or future laws of the State of Oklahoma, and the purposes and powers
hereinbefore specified shall, except when otherwise provided herein, be in no
wise limited, or restricted by reference to, or inference from the terms or any
provisions of any clause or paragraph of these Articles of Incorporation.
ARTICLE FIVE
The aggregate number of shares which this corporation shall have authority
to allot is 1,000.
The designation of each class, the number of shares of each class and the
par value of the shares of each class are as follows:
Class Number of Shares Par Value Per Share
Common 1,000 $1.00
ARTICLE SIX
The amount of stated capital with which it will begin business is Five
Hundred and No/100 Dollars ($500,00), which has been fully paid in.
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ARTICLE SEVEN
The number and class of shares to be allotted by the corporation before it
shall begin business, and the consideration to be received by the corporation
therefor, are:
Consideration to be
Class Number of Shares Received Therefor
Common 500 $500.00
ARTICLE EIGHT
The number of Directors to be elected at the first meeting of the
shareholders is Three (3). This corporation shall have a minimum of Three (3)
Directors at all times, provided however, the number of Directors may be changed
from time to time, in such lawful manner as is provided by the By-Laws:
ARTICLE NINE
If the By-Laws so provide, the Shareholders and Directors shall have the
power to hold their meetings; to have an office or offices and to keep the books
of this corporation (subject to the provisions of the Oklahoma Business
Corporation Act) outside of the State of Oklahoma at such places as may from
time to time be designated by the By-Laws or by resolution of the Directors.
ARTICLE TEN
This corporation shall indemnify any and all persons who may serve or who
have served at any time as directors or officers and their respective heirs,
administrators, successors, and assigns against any and all expenses, including
amounts paid upon judgments, counsel fees, and amounts paid in settlement
(before or after suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action, suit,
or proceeding in which they, or any of them, are made parties, or a party, or
which may be asserted against them or any of them, by reason of being or having
been directors or officers of a director or officer of this corporation, except
in relation to matters as to which any such director or officer or former
director or officer or person shall be adjudged in any action, suit, or
proceeding to be liable for his own negligence or misconduct in the performance
of duty. Such indemnification shall be in addition to any other rights to which
those indemnified may be entitled under any law, by-law, agreement, vote of
stockholders, or otherwise.
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IN WITNESS WHEREOF, we have hereunto set our respective signatures at
Oklahoma City, Oklahoma, on this 19th day of April, 1977.
/s/John M. Coffey
--------------------------
John M. Coffey
/s/ James H. Milligan
--------------------------
James H. Milligan
/s/Lois C. Morrisdon
--------------------------
Lois C. Morrison
(Incorporators)
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ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared John M. Coffey, James H.
Milligan and Lois C. Morrison, known to me to be the persons whose names are
subscribed on the foregoing instrument and acknowledged to me that they executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of April, 1977.
/s/ Carol Sidwell
--------------------------
Notary Public
My commission expires:
My Commission Expires Mar. 28, 1981
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AFFIDAVIT AS TO PAID-IN CAPITAL
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
John M. Coffey and James H. Milligan, of lawful age, being first duly
sworn, each for himself deposes and says that the above named affiants
constitute a majority of the incorporators of
OKLAHOMA CITY BROADCASTING COMPANY
a proposed corporation, and that the amount of stated capital with which said
corporation will begin business, as set out in its attached Articles of
Incorporation, has been fully paid in.
/s/John M. Coffey
--------------------------
John M. Coffey
/s/James H. Milligan
--------------------------
James H. Milligan
Subscribed and sworn to before me this 19th day of April, 1977.
/s/ Carol Sidwell
--------------------------
Notary Public
My commission expires:
My Commission Expires Mar. 28, 1981
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State of Delaware
Office of the Secretary of State
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP WHICH MERGES:
"SUPERIOR BROADCASTING, INC.", A DELAWARE CORPORATION, WITH AND INTO
"OKLAHOMA CITY BROADCASTING COMPANY" UNDER THE NAME OF "SUPERIOR COMMUNICATIONS
OF OKLAHOMA, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF OKLAHOMA, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF
JANUARY, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ WILLIAM T. QUILLEN
--------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7012707
DATE: 01-28-94
CERTIFICATE OF
OWNERSHIP AND MERGER
OF
SUPERIOR BROADCASTING, INC.
INTO
OKLAHOMA CITY BROADCASTING COMPANY
UNDER SECTION 253 OF THE
DELAWARE GENERAL CORPORATION LAW
Pursuant to Section 253(a) of the Delaware General Corporation Law ("DGCL"),
Superior Broadcasting, Inc. (the "Corporation") DOES HEREBY CERTIFY:
1. The Corporation was incorporated on July 8, 1993 pursuant to the General
Corporation Law of the State of Delaware.
2. The Corporation owns all the outstanding shares of stock of Oklahoma
City Broadcasting Company ("OCBC"), a corporation incorporated pursuant to the
General Corporation Act of the State of Oklahoma.
3. Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation did authorize and approve
the merger of the Corporation with and into OCBC (the "Merger").
4. The following are resolutions duly unanimously adopted by the Board of
Directors of the Corporation as of January
28, 1994 authorizing and adopting such Merger:
RESOLVED, that the Board of Directors has determined that the best
interests of the Corporation and its stockholders will be served by the merger
of the Corporation with and into Oklahoma City Broadcasting Company ("OCBC"),
with OCBC as the surviving corporation, all as contemplated by the Agreement and
Plan of Merger dated as of January 28, 1994, (the "Merger Agreement") by and
among the Corporation and OCBC.
RESOLVED, that the name of the surviving corporation shall be changed
to "Superior Communications of Oklahoma, Inc."
RESOLVED, that the stock of the surviving corporation shall be issued
pro rata to the holders of the stock of the Corporation upon surrender of any
certificates therefor.
RESOLVED, that each of the officers of the Corporation is hereby
authorized, acting alone or together with one or more of the other officers of
the Corporation, to execute and deliver in the name and on behalf of the
Corporation under its corporate seal or otherwise, the Merger Agreement and any
and all agreements, instruments, documents and certificates, and to take any and
all further actions in the name and on to take any and all further actions in
the name and on behalf of the Corporation, deemed necessary or desirable or
convenient by any of them, acting alone, in his discretion, to effect, carry
out, consummate and perform the terms of the Merger Agreement and the
transactions contemplated thereby in accordance with its terms.
5. The Merger has been approved by the parent corporation pursuant to a
unanimous written consent as of its stockholders as of January 28, 1994.
6. OCBC, an Oklahoma corporation, shall be the surviving corporation,
the name of which shall be changed to "Superior Communications of Oklahoma,
Inc.", and the Certificate of Incorporation and By-Laws of which shall be the
Certificate of Incorporation and By-Laws of OCBC prior to the merger, with the
only change being the aforesaid name change.
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7. The Surviving Corporation hereby irrevocably appoints the Secretary
of State of the State of Delaware as its agent to accept service of process in
any suit or proceeding for enforcement of any obligation of Superior
Broadcasting, Inc., as well as for enforcement of any obligation of the
Surviving Corporation arising from the Merger. The address to which a copy of
such proceeding should be mailed by the Secretary of State is Manor Oak II,
Suite 658, Pittsburgh PA 15220.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Ownership and Merger to be executed by its officers duly authorized thereunto
this 28th day of January, 1994.
ATTEST: Superior Broadcasting, Inc.
/s/ JOHN C. RODNEY By: /s/ ALBERT M. HOLTZ
- -------------------------- --------------------------
Title: Assistant Secretary Title: Chairman
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