Exhibit 3.1
State of Delaware
Office of the Secretary of State PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "MISSION BROADCASTING OF WICHITA FALLS, INC.", FILED IN THIS
OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
(Seal appears here) Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION: 9496179
DATE: 12-30-98
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/30/1998
981508212 - 2986415
CERTIFICATE OF INCORPORATION
OF
MISSION BROADCASTING OF WICHITA FALLS, INC.
ARTICLE FIRST
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The name of the corporation is Mission Broadcasting of Wichita Falls, Inc.
ARTICLE SECOND
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The address of the Corporation's registered office in the state of Delaware
is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.
ARTICLE THIRD
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The nature of the business or purposes 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 the State of Delaware.
ARTICLE FOURTH
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The total number of shares of stock which the corporation has authority to
issue is one thousand (1,000) shares of Common Stock, with a par value of $0.10
per share.
ARTICLE FIFTH
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The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
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Elizabeth Hammond c/o Arter & Hadden LLP
1801 K Street, N.W., Suite 400K
Washington, D.C. 20006-14301
ARTICLE SIXTH
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The corporation is to have perpetual existence.
ARTICLE SEVENTH
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The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
(A) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers
and authority expressly conferred upon them by statute or by this
Certificate of Incorporation or the Bylaws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.
(B) The number of directors of the Corporation shall be fixed from time to
time by, or in the manner provided in, the Bylaws.
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(C) In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal from time to time any and all Bylaws of the Corporation.
(D) The directors of the Corporation need not be elected by written ballot
unless the Bylaws so provide.
(E) No stockholder will be entitled to cumulate votes in any election of
directors.
ARTICLE EIGHT
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Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept 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. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINTH
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To the fullest extent permitted by the General Corporation Law of the State
of Delaware 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 a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINTH shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
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ARTICLE TENTH
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The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVENTH
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The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand on the 29th day of December, 1998.
Elizabeth A. Hammond
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Elizabeth A. Hammond, Sole Incorporator
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