EX-3.1.31 32 dex3131.htm CERTIFICATE OF INCORPORATION OF CLEAR CHANNEL BROADCASTING LICENSES, INC. Certificate of Incorporation of Clear Channel Broadcasting Licenses, Inc.

Exhibit 3.1.31

 

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RECEIPT# C92723

EXPEIDTE# E48611

BY: OPPENHEIMER, BLEND

711 NAVARRO 6TH FLOOR

SAN ANTONIO, TX 782C

       
       
       
       

ARTICLES OF INCORPORATION

OF

CLEAR CHANNEL RADIO LICENSES, INC.

1. Name: The name of the corporation is CLEAR CHANNEL RADIO LICENSES, INC.

2. Registered Agent and Principal and Registered Office: The address of the principal and registered office of the corporation in Nevada is: 3305 W. Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102, and the name of the registered agent of the corporation at that address is: The Home Office.

3. Purposes: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Business Corporation Act.

4. Capital Stock: The aggregate number of shares which the corporation shall have the authority to issue is 1,000 shares of common stock of the par value of ten cents ($0.10) per share.

5. Directors: The members of the governing board of the corporation shall be styled “Directors.” The initial Board of Directors shall consist of three (3) members. The names and addresses of the persons who are elected to serve as Directors until the first annual meeting of the shareholders, and until their successors shall have been elected and qualified, are:

 

NAME

  

ADDRESS

L. Lowry Mays    7710 Jones Maltsberger Road
   Suite 600
   San Antonio, Texas 78216-6940
B. J. McCombs    7710 Jones Maltsberger Road
   Suite 600
   San Antonio, Texas 78216-6940
John H. Williams    7710 Jones Maltsberger Road
   Suite 600
   San Antonio, Texas 78216-6940

6 . Assessability of the Stock: After the amount of the subscription price, or par value, for the issuance of capital stock has been paid, the capital stock is not subject to assessment to pay the debts of the corporation.

7. Denial of Cumulative Voting: No stockholder shall have the right to cumulate his votes for the election of directors, but each share shall be entitled to one vote in the election of each director.


8. Denial of Preemptive Rights. No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment hereof or out of the shares of the stock of the corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to subscribe for, purchase or receive any bonds, debentures or other securities which the corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertained any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for, purchase or receive from the corporation any shares of its capital stock; but all such additional issues of stock, rights and options, or of bonds, debentures or other securities convertible into or exchangeable for stock, or to which warrants shall be attached or appertained or which shall confer upon the holder the rights to subscribe for, purchase or receive any shares of stock, may be issued and disposed of by the Board of Directors to such persons, firms or corporations as in their absolute discretion they may deem advisable. The acceptance of attack in the corporation shall be a waiver of any preemptive or preferential right which in the absence of this provision might otherwise be asserted by stockholders of the corporation or any of them.

9. Duration. The period of the duration of the corporation is perpetual.

10. Limited Liability and Indemnification. To the fullest extent permitted by the Nevada Business Corporation Act as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director; provided, however, that this provision shall not affect a director’s liability for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law; or (b) the payment of dividends in violation of NRS 78.300. The corporation shall indemnify its directors to the fullest extent permissible under the Nevada Business Corporation Act, and the expenses of directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to repay the amount if it is ultimately determined by a court that such person is not entitled to be indemnified by the corporation.

 

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11. Incorporator. The name and address of the incorporator of the corporation is:

 

NAME

  

ADDRESS

J. David Oppenheimer   

711 Navarro, Sixth Floor

San Antonio, Texas 78205

EXECUTED this 27th day of October, 1993.

 

INCORPORATOR:

/s/ J. DAVID OPPENHEIMER

J. DAVID OPPENHEIMER

 

STATE OF TEXAS    §
   §
COUNTY OF BEXAR    §

On October 27, 1993, personally appeared before me, a notary public, J. David Oppenheimer, personally known to me to be the person whose name is subscribed to the above instrument who acknowledged that he executed the instrument.

 

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Notary Public, State of Texas

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