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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 3.1.44
RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.
FIRST: The name of the corporation is Wichita Eagle and Beacon Publishing Company, Inc. This corporation was originally incorporated under the name The Beacon Newspaper Corporation, Inc. The filing date of the original Articles of Incorporation was on or about November 24, 1952.
SECOND: The location of its registered office in the State of Kansas is 515 South Kansas Avenue, Topeka, Kansas 66603, and the name of its resident agent at such address is The Corporation Company, Inc.
THIRD: This corporation is organized for profit and the nature of its business is:
To engage in any lawful act or activity for which corporations may be organized under the Kansas general corporation code and to have and to exercise all powers conferred by laws of Kansas as now in effect or as hereafter amended.
FOURTH: The total number of shares of stock which the corporation shall be authorized to issue shall be 30,000 shares of common stock, $20.00 par value.
Authority is expressly granted to the Board of Directors of the corporation to fix by resolution or resolutions thereof the voting powers, full or limited, or no voting powers, designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, if any, of the stock of the corporation of any class or any series withing any class.
FIFTH: These Restated and Amended Articles were duly adopted by the presently constituted Board of Directors and the sole stockholder, in accordance with K.S.A. 17-6605. Accordingly, the names of the original incorporators, the initial Board of Directors, and the original subscribers for the shares have been omitted.
SIXTH: The names and mailing addresses of the directors who are to serve until the next annual meeting of stockholders or until their successors are elected and qualified are:
NAME: | MAILING ADDRESS: | |||
Gary Pruitt | The McClatchy Company | |||
Bob Weil | 2100 ‘Q” Street | |||
Patrick Talamantes | Sacramento, CA 95816 |
SEVENTH: The Stockholders and the Board of Directors of the corporation shall separately and concurrently have the power to adopt, amend, alter or repeal all By-Laws of this corporation.
These Restated and Amended Articles of Incorporation were duly adopted by the directors and stockholders of the corporation in accordance with the laws of the State of Kansas, pursuant to K.S.A. 17-6605.
IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.
/s/ Gary Pruitt | Date: 6/11/07 | |||||
Gary Pruitt | ||||||
| Date: | |||||
Robert Weil | ||||||
| Date: | |||||
Patrick Talamantes | ||||||
Being All of the Directors |
IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.
| Date: | |||||
Gary Pruitt | ||||||
/s/ Robert Weil | Date:6/11/07 | |||||
Robert Weil | ||||||
| Date: | |||||
Patrick Talamantes | ||||||
Being All of the Directors |
-2-
IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.
| Date: | |||||
Gary Pruitt | ||||||
| Date: | |||||
Robert Weil | ||||||
/s/ Patrick Talamantes | Date:6/11/07 | |||||
Patrick Talamantes | ||||||
Being All of the Directors |
-3-