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- S-4 Registration of securities issued in business combination transactions
- 3.1.2 Articles of Incorporation of Aboard Publishing, Inc.
- 3.1.3 Articles of Incorporation of Anchorage Daily News, Inc.
- 3.1.4 Certificate of Formation of Bellingham Herald Publishing, LLC
- 3.1.5 Articles of Incorporation of Belton Publishing Company, Inc.
- 3.1.6 Articles of Incorporation of Biscayne Bay Publishing, Inc.
- 3.1.7 Articles of Incorporation of Cass County Publishing Company
- 3.1.8 Articles of Incorporation of Columbus Ledger-enquirer, Inc.
- 3.1.9 Certificate of Incorporation of Cypress Media, Inc.
- 3.1.10 Certificate of Formation of Cypress Media, LLC
- 3.1.11 Articles of Incorporation of East Coast Newspapers, Inc.
- 3.1.12 Articles of Incorporation of Gulf Publishing Company, Inc.
- 3.1.13 Articles of Incorporation of HLB Newspapers, Inc.
- 3.1.14 Certificate of Formation of Idaho Statesman Publishing, LLC
- 3.1.15 Articles of Incorporation of Keltatim Publishing Company, Inc.
- 3.1.16 Certificate of Incorporation of Keynoter Publishing Company, Inc.
- 3.1.17 Articles of Incorporation of Lee's Summit Journal, Incorporated
- 3.1.18 Articles of Incorporation of Lexington H-L Services, Inc.
- 3.1.19 Articles of Incorporation of Macon Telegraph Publishing Company
- 3.1.20 Articles of Incorporation of Mail Advertising Corporation
- 3.1.21 Certificate of Formation of Mcclatchy Interactive LLC
- 3.1.22 Certificate of Incorporation of Mcclatchy Interactive West
- 3.1.23 Certificate of Incorporation of Mcclatchy Investment Company
- 3.1.24 Certificate of Incorporation of Mcclatchy Management Services, Inc.
- 3.1.25 Certificate of Incorporation of Mcclatchy Newspapers, Inc.
- 3.1.26 Certificate of Incorporation of Mcclatchy U.s.a., Inc.
- 3.1.27 Certificate of Incorporation of Miami Herald Media Company
- 3.1.28 Articles of Incorporation of Newsprint Ventures, Inc.
- 3.1.29 Articles of Incorporation of Nittany Printing and Publishing Company
- 3.1.30 Articles of Incorporation of Nor-tex Publishing, Inc.
- 3.1.31 Certificate of Formation of Olympian Publishing, LLC
- 3.1.32 Articles of Incorporation of Olympic-cascade Publishing, Inc.
- 3.1.33 Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.
- 3.1.34 Articles of Incorporation of Quad County Publishing, Inc.
- 3.1.35 Certificate of Formation of San Luis Obispo Tribune, LLC
- 3.1.36 Certificate of Incorporation of Star-telegram, Inc.
- 3.1.37 Articles of Incorporation of Tacoma News, Inc.
- 3.1.38 Articles of Incorporation of the Bradenton Herald, Inc.
- 3.1.39 Certificate of Incorporation of the Charlotte Observer Publishing Company
- 3.1.40 Articles of Incorporation of the News and Observer Publishing Company
- 3.1.41 Certificate of Incorporation of the State Media Company
- 3.1.42 Articles of Incorporation of the Sun Publishing Company, Inc.
- 3.1.43 Articles of Incorporation of Tribune Newsprint Company
- 3.1.44 Restated & Amended Articles of Incorporation Wichita Eagle & Beacon Publishing
- 3.1.45 Certificate of Incorporation of Wingate Paper Company
- 3.2.2 Bylaws of Aboard Publishing, Inc.
- 3.2.3 Bylaws of Anchorage Daily News, Inc
- 3.2.4 Limited Liability Company Agreement of Bellingham Herald Publishing, LLC
- 3.2.5 Amended and Restated Bylaws of Belton Publishing Company, Inc.
- 3.2.6 Bylaws of Biscayne Bay Publishing, Inc.
- 3.2.7 Amended and Restated Bylaws of Cass County Publishing Company
- 3.2.8 Bylaws of Columbus Ledger-enquirer, Inc.
- 3.2.9 Amended and Restated Bylaws of Cypress Media, Inc.
- 3.2.10 Limited Liability Company Agreement of Cypress Media, LLC
- 3.2.11 Bylaws of East Coast Newspapers, Inc.
- 3.2.12 Bylaws of Gulf Publishing Company, Inc.
- 3.2.13 Amended and Restated Bylaws of HLB Newspapers, Inc.
- 3.2.14 Limited Liability Company Agreement of Idaho Statesman Publishing, LLC
- 3.2.15 Bylaws of Keltatim Publishing Company, Inc.
- 3.2.16 Bylaws of Keynoter Publishing Company, Inc.
- 3.2.17 Bylaws of Lee's Summit Journal, Incorporated
- 3.2.18 Amended and Restated Bylaws of Lexington H-L Services, Inc.
- 3.2.19 Bylaws of Macon Telegraph Publishing Company
- 3.2.20 Amended and Restated Bylaws of Mail Advertising Corporation
- 3.2.21 Limited Liability Company Operating Agreement of Mcclatchy Interactive LLC
- 3.2.22 Bylaws of Mcclatchy Interactive West
- 3.2.23 Bylaws of Mcclatchy Investment Company
- 3.2.24 Bylaws of Mcclatchy Management Services, Inc.
- 3.2.25 Bylaws of Mcclatchy Newspapers, Inc.
- 3.2.26 Bylaws of Mcclatchy U.s.a., Inc.
- 3.2.27 Bylaws of Miami Herald Media Company
- 3.2.28 Bylaws of Newsprint Ventures, Inc.
- 3.2.29 Bylaws of Nittany Printing and Publishing Company
- 3.2.30 Bylaws of Nor-tex Publishing, Inc.
- 3.2.31 Limited Liability Company Agreement of Olympian Publishing, LLC
- 3.2.32 Bylaws of Olympic-cascade Publishing, Inc.
- 3.2.33 Bylaws of Pacific Northwest Publishing Company, Inc.
- 3.2.34 Bylaws of Quad County Publishing, Inc.
- 3.2.35 Operating Agreement of San Luis Obispo Tribune, LLC
- 3.2.36 Bylaws of Star-telegram, Inc.
- 3.2.37 Bylaws of Tacoma News, Inc.
- 3.2.38 Bylaws of the Bradenton Herald, Inc.
- 3.2.39 Bylaws of the Charlotte Observer Publishing Company
- 3.2.40 Bylaws of the News and Observer Publishing Company
- 3.2.41 Amended and Restated Bylaws of the State Media Company
- 3.2.42 Bylaws of the Sun Publishing Company, Inc.
- 3.2.43 Bylaws of Tribune Newsprint Company
- 3.2.44 Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.
- 3.2.45 Bylaws of Wingate Paper Company
- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati
- 10.1 Security Agreement, Dated As of February 11, 2010
- 10.4 First Lien Intercreditor Agreement, Dated As of February 11, 2010
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Deloitte & Touche LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Clients
- 99.4 Form of LTR to Brokers, Dealers, Commercial Banks, Trust Cos. and Other Nominees
- 99.5 Guideline for Certification of Taxpayer Id No. on Substitute Irs Form W-9
- 20 Jul 10 Registration of securities issued in business combination transactions (amended)
- 10 Jun 10 Registration of securities issued in business combination transactions (amended)
- 9 Jun 10 Registration of securities issued in business combination transactions (amended)
- 4 Jun 10 Registration of securities issued in business combination transactions
Exhibit 3.1.24
CERTIFICATE OF INCORPORATION
OF
McCLATCHY MANAGEMENT SERVICES, INC.
FIRST: The name of the corporation is McClatchy Management Services, Inc.
SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: 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 Delaware.
FOURTH: The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $.001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is one thousand (1,000).
FIFTH: The business and affairs of the corporation shall be managed by or wider 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. Election of directors need not be by written ballot, unless the bylaws so provide.
SIXTH: The board of directors is authorized to make, adopt, amend, alter or repeal the bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the bylaws of the corporation.
SEVENTH: The name and mailing address of the incorporator is:
Michelle Rowe Hallsten
Gray Cary Ware & Freidenrich LLP
400 Capitol Mall, Suite 2400
Sacramento, CA 95814
EIGHTH: To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and accordingly, have hereto set my hand this 28th day of November, 2001.
/s/ Michelle Rowe-Hallsten |
Michelle Rowe-Hallsten, Incorporator |
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