EXHIBIT 10.16
BYLAWS
OF
DOW JONES & COMPANY, INC.
(Restated as of May 17, 1989)
OFFICES AND RECORDS
1. The corporation shall maintain a registered office in Delaware
and may maintain such other offices and keep its books, documents and
records at such places within or without Delaware as may from time to
time be designated by the board of directors or the business of the
corporation may require.
MEETINGS OF STOCKHOLDERS
2. All meetings of the stockholders shall be held at such place
within or without Delaware as the board of directors shall designate.
The place at which any given meeting is to be held shall be specified
in the notice of such meeting.
3. An annual meeting of the stockholders of the corporation for
the election of directors and for the transaction of any other proper
business shall be held either (i) at 11:00 a.m. on the third Wednesday
in April, unless such day is a legal holiday, in which event the meeting
shall be held at the same time on the next business day, or (ii) at such
other time and date as the board of directors shall designate.
4. Except as otherwise provided by the laws of Delaware or by the
certificate of incorporation, a quorum for the transaction of business
at meetings of the stockholders, other than the election of directors to
be elected by the holders of common stock voting separately as a class,
shall consist of the holders of a majority of the votes of the shares of
stock entitled to vote thereat, present in person or represented by
proxy. A quorum for the election of directors to be elected by the
holders of common stock voting separately as a class shall consist of
the holders of a majority of the shares of common stock entitled to vote
thereat, present in person or represented by proxy. Whether or not a
quorum is present, the holders of a majority of the votes of the shares
of stock present in person or by proxy at any duly called meeting and
entitled to vote thereat may adjourn the meeting from time to time to
another time or place, at which time, if a quorum is present, any
business may be transacted which might have been transacted at the
meeting as originally scheduled. Notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, unless the adjournment is
for more than thirty days or a new record date is fixed for the
adjourned meeting, in which event a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
meeting.
5. Every stockholder having the right to vote at a meeting of
stockholders shall be entitled to exercise such vote in person or by
proxy appointed by an instrument in writing subscribed by such
stockholder or by his duly authorized attorney-in-fact. At every
meeting of the stockholders every holder of common stock shall be
entitled to one (1) vote in person or by proxy for each share of
common stock standing in his name on the stock transfer records of the
corporation and every holder of class B common stock shall be entitled
to ten (10) votes in person or by proxy for each share of class B common
stock standing
in his name on the stock transfer records of the corporation, provided
that at every meeting of the stockholders called for the election of
directors the holders of common stock, voting separately as a class,
shall be entitled to elect one-third (1/3) of the number of directors to
be elected at such meeting and if one-third (1/3) of such number of
directors is not a whole number, then the holders of common stock,
voting separately as a class, shall be entitled to elect the next higher
whole number of directors to be elected at such meeting, and the holders
of class B common stock shall have no voting rights with respect to the
election of such directors. Except as otherwise provided by the laws of
Delaware, by the certificate of incorporation or by these bylaws, all
elections shall be determined and all questions decided by, a plurality
of the votes cast in respect thereof, a quorum being present. Every
reference in these bylaws to a majority or other proportion of shares of
stock shall refer to such majority or other proportion of the votes of
such shares of stock.
6. The secretary shall prepare and make, at least ten days before
every meeting of the stockholders a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any, purpose germane to the
meeting, during ordinary, business hours, for a period of at least ten
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of
meeting, or, if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
7. Notice of each meeting of the stockholders shall be given by
the secretary, not less than ten nor more than sixty days before the
meeting, to each stockholder entitled to vote at such meeting. Such
notice shall set forth the place, date and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes thereof, and the
business transacted at any special meeting shall be confined to the
purposes stated in such notice. No such notice of any given meeting
need be given to any stockholder who files a written waiver of notice
thereof with the secretary either before or after the meeting.
Attendance of a person at a meeting of stockholders in person or by
proxy, shall constitute a waiver of notice of such meeting, except when
the tockholder attends the meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
BOARD OF DIRECTORS
8. The business of the corporation shall be managed by its board
of directors. The number of directors shall be not less than ten nor
more than twenty, and, subject to such limitation shall be fixed from
time to time by majority vote of the whole board of directors.
Resignations of directors must be in writing and shall be effective upon
the date of receipt thereof by the secretary or upon an effective date
specified therein, whichever date is later, unless acceptance is made a
condition of the resignation, in which event it shall be effective upon
acceptance by the board. Except for directors who were in office on
October 31, 1977, no director who is an employee of the corporation
or any of its subsidiaries at the time of his election as a director
shall be eligible for reelection as a director after the termination
of his employment.
9. The board of directors may by resolution request any retired director
to serve in an advisory capacity. Service in an advisory capacity shall
be at the pleasure of the board and upon such terms and conditions and
for such compensation as the board may determine. A retired director
serving in suchan advisory capacity may attend meetings of the board and
take part in discussions thereat but may not vote upon any matter
thereat and shall not be considered a director as that term is used in
these bylaws or in the certificate of incorporation.
10. The board of directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by the
laws of Delaware. by, the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD
11. The first meeting of the board of directors after the annual
meeting of stockholders may be held without notice, either immediately
after said meeting of stockholders, or at such other time and at such
place, whether within or without Delaware, as shall be determined by
the board.
12. Regular meetings of the board may be held without notice at
such time and place whether within or without Delaware, as shall from
time to time be determined by the board.
13. Special meetings of the board of directors shall be called by the
secretary at the request in writing of the chairman of the board or the
president or of any two directors. Such request shall state the purpose
or purposes of the proposed meeting. Such meeting may be held at any
place, whether within or without Delaware. Notwithstanding the
provisions of section 40 of these bylaws, notice of each such meeting
shall be given by the secretary or the chairman of the board to each
director at least four hours before the meeting: such notice may be
given by telephone. Such notice shall set forth the time and place at
which the meeting is to be held and the purpose or purposes thereof. No
such notice of any given meeting need be given to any director who
files a written waiver of notice thereof with the secretary, either
before or after the meeting.
14. At meetings of the board of directors, a majority of the
directors then in office shall constitute a quorum for the transaction
of business unless there is an even number of directors in office in
which event one-half thereof shall constitute such a quorum: provided.
However, that in no event shall such a quorum consist of less than
one-third of the total number of directors determined by the board of
directors under section 8. In the absence of a quorum at any duly
scheduled or duly called meeting, a majority of the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting until a quorum is present. at which time
any business may be transacted which might have been transacted at the
meeting, as originally scheduled.
15. Any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
EXECUTIVE COMMITTE
16. An executive committee of three or more directors may be
designated by resolution passed by a majority of the whole board. The
board may designate one or more directors as alternate members of the
executive committee, who may replace any absent or disqualified member
at any meeting of the executive committee. During the intervals between
meetings of the board the executive committee shall advise and aid the
officers of the corporation in all matters concerning its interests and
the management of its business. and generally perform such duties as may
be directed by the board of directors from time to time. The executive
committee shall possess and may exercise all the powers ofthe board
while the board is not in session, except power to amend the bylaws and
to fill newly created directorships and vacancies on the board or the
executive committee. Unless he resigns, dies or is removed prior
thereto, each member of the executive committee shall continue to hold
office until the first meeting of the board of directors after the
annual meeting of stockholders next following his designation, and until
his successor has been designated. Resignations of members of the
executive committee must be in writing and shall be effective upon the
date of receipt thereof by the secretary or upon the effective date
specified therein whichever date is later unless acceptance is made a
condition of the resignation, in which event it shall be effective upon
acceptance by the board. Any member of the executive committee may be
removed at any time, with or without cause by a majority vote of the
whole board. Regular meetings of the executive committee may be held
without notice at such time and place as shall from time to time be
determined by the executive committee. Special meetings of the
executive committee shall be called by the secretary at the request of
the chairman of the board or of the president or of any two members of
the committee. Notice of each special meeting of the executive
committee shall be given by the secretary to each member of the
committee. No such notice of any given meeting need be given to any
member of the executive committee who attends the meeting or who files
a written waiver of notice thereof with the secretary, either before or
after the meeting.
17. A quorum for the transaction of business at meetings of the
executive committee shall consist of a majority of the members of the
committee then in office. If the board has not designated alternate
members of the executive committee, or if all such alternates are absent
or disqualified, the members of the committee present at any meeting and
not disqualified from voting, whether or not they constitute a quorum,
may in the absence or disqualification of any member of the committee
unanimously appoint another member of the board of directors to act at
the meeting in the place of such absent or disqualified member.
18. The executive committee shall keep regular minutes of its
proceedings when any action is taken other than recommendations to the
board and report the same to the board also.
COMPENSATION OF DIRECTORS
19. The directors as such, and as members of any special or
standing committee may receive such compensation for their services as
may be fixed from time to time by resolution of the board. Nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
OFFICERS
20. The officers of the corporation shall be chosen by the board
of directors. The principal officers shall be a chairman of the board,
a president, a vice chairman, one or more vice presidents (one or more
of whom may be designated as executive or senior vice presidents or by
other designations), a secretary and a treasurer. Two or more offices
may be held by the same person. The chairman of the board, the
president and the vice chairman shall be chosen by the directors from
their own number. The salaries of the principal officers of the
corporation shall be fixed by the board.
21. The board may appoint such other officers, assistant officers
and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined by the board.
22. Unless he resigns, dies or is removed prior thereto, each
officer of the corporation shall hold office until his successor has
been chosen and has qualified. Any person elected or appointed by the
board of directors may be removed at any time with or without cause,
and all vacancies (however arising) may be filled at any time, by the
affirmative vote of a majority of the directors then in office. Any
other employee of the corporation may be removed at any time, with or
without cause, by the chairman of the board or the president or by any
superior of such employee to whom the power of removal has been
delegated by the chairman of the board or the president.
CHAIRMAN OF THE BOARD
23. (a) The chairman of the board shall preside at all meetings
of the stockholders and directors.
(b) He shall be the chief executive officer and have general
supervision and direction of the business of the corporation, shall see
that all resolutions of the board are carried into effect and shall be
a member of all committees of the board except any audit or compensation
committee appointed bythe board.
(c) He shall have all the general powers and duties usually
vested in the chief executive officer of a corporation and in addition
shall have such other powers and perform such other duties as may be
prescribed from time to time by the board of directors.
PRESIDENT
24. (a) The president shall be the chief operating officer of the
corporation.
(b) He shall be vested with all the powers, and perform all
the duties of the chairman of the board in the absence or disability of
the chairman of the board.
VICE CHAIRMAN AND VICE PRESIDENTS
25. The vice chairman and each vice president shall have such
powers and perform such duties as may be prescribed from time to time
by the board of directors, the chairman of the board or the president.
In the absence or disability of the chairman of the board and the
president, the vice chairman shall be vested with all the powers and
perform all the duties of said officers, and the performance of any act
or the execution of any instrument by the vice chairman in any instance
in which such performance or execution would customarily have been
accomplished by the chairman of the board or the president shall
constitute conclusive evidence of the absence or disability of the
chairman of the board and the president.
SECRETARY
26. The secretary shall attend all meetings of the stockholders
and record all votes and the minutes of all proceedings in a book to be
kept for that purpose. He shall give, or cause to be given, notice of
all meetings of the stockholders and all meetings of directors when
notice is required by these bylaws. He shall have custody of the seal
of the corporation and, when authorized by the board of directors or
when any instrument requiring the corporate seal to be affixed shall
first have been signed by the chairman of the board, the president, the
vice chairman or a vice president, shall affix the seal to such
instrument and shall attest the same by his signature. He shall have
such other powers and perform such other duties as may be prescribed
from time to time by the board of directors or the chairman of the
board or the president.
ASSISTANT SECRETARY
27. If the board appoints one or more assistant secretaries, each
assistant secretary shall be vested with all the powers and authorized
to perform all the duties of the secretary in his absence or disability.
The performance of any act or the execution of any instrument by an
assistant secretary in any instance in which such performance or
execution would customarily have been accomplished by the secretary
shall constitute conclusive evidence of the absence or disability of
the secretary. Each assistant secretary shall perform such other
duties as may be prescribed from time to time by the board of directors
or the chairman of the board or the president or the secretary.
TREASURER
28. (a) The treasurer shall have custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board
of directors
(b) He shall disburse the funds of the corporation as ordered
by the board taking proper vouchers for such disbursements and shall
render to the chairman of the board. the president and the board of
directors, at the regular meetings of the board, or whenever they may
require it, an account of all his transactions as treasurer and of the
financial condition of the corporation.
(c) If required by the board of directors, he shall give the
corporation a bond, in a sum and with one or more sureties satisfactory
to the board, for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
(d) He shall have such other powers and perform such other
duties as may be prescribed from time to time by the board of directors
or the chairman of the board or the president.
ASSISTANT TREASURERS
29. If the board appoints one or more assistant treasurers each
assistant treasurer shall be vested with all the powers and authorized
to perform all the duties of the treasurer in his absence or disability.
The performance of any act or the execution of any instrument by an
assistant treasurer in any instance in which such performance or
execution would customarily have been accomplished by the treasurer
shall constitute conclusive evidence of the absence or disability of
the treasurer. Each assistant treasurer shall perform such other duties
as may be prescribed from time to time by the board of directors or the
chairman of the board or the president or the treasurer.
DUTIES OF OFFICERS MAY BE DELEGATED
30. In the case of the absence of any officer of the corporation,
or for any other reason that the board may deem sufficient, the board
may delegate for the time being the powers or duties, or any of them,
of such officer to any other officer or to any director.
POWERS OF EXECUTION
31. (a) All checks and other demands for money and notes and other
instruments for the payment of money shall be signed on behalf of the
corporation by the treasurer or an assistant treasurer or by such other
person or persons as the board of directors or the chairman of the board
or the president and the treasurer jointly may from time to time
designate.
(b) All contracts, deeds and other instruments to which the
seal of the corporation is affixed shall be signed on behalf of the
corporation by the chairman of the board, by the president by the vice
chairman by any vice president, or by such other person or persons as
the board of directors may from time to time designate, and shall be
attested by the secretary or an assistant secretary.
(c) All other contracts, deeds and instruments shall be signed
on behalf of the corporation by the chairman of the board, by the
president, by the vice chairman, by any vice president, or by such other
person or persons as the board of directors or the chairman may from
time to time designate.
(d) All shares of stock owned by the corporation in other
corporations shall be voted on behalf of the corporation by such persons
and in such manner as shall be prescribed by the board of directors.
INDEMINIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
32. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigate, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director officer,
employee or agent of another corporation, partnership joint venture,
trust or other enterprise against expenses (including attorneys' fees),
judgments. fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to
the full extent permitted by the General Corporation Law of Delaware,
upon such determination having been made as to his good faith and
conduct as is required by said General Corporation Law. Expenses
incurred in defending a civil or criminal action suit or proceeding
shall be paid by the corporation in advance o the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized by these bylaws.
CERTIFICATES OF STOCK
33. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation as they are issued.
They shall exhibit the holder's name and number of shares and shall be
signed by (i) the chairman of the board or president or vice chairman or
a vice president and (ii) the treasurer or an assistant treasurer or the
secretary or an assistant secretary. Any or all of the signatures on
any stock certificate may be a facsimile. If any officer, transfer
agent or registrar who has signed or whose facsimile signature has been
placed upon a stock certificate shall cease to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such an officer,
transfer agent or registrar at the date of issue.
TRANSFERS OF STOCK
34. Transfers of stock shall be made on the books of the
corporation only by the person named in the certificate or by his
attorney, lawfully constituted in writing, and upon surrender of the
certificate therefor.
DATE FOR DETERMINING STOCKHOLDERS OF RECORD
35. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty
days prior to any other action.
REGISTERED STOCKHOLDERS
36. The corporation shall be entitled to treat the holder of
record of any share or shares of stock, as the holder in fact thereof,
and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person,
whether or not it shall have expressor other notice thereof, save as
expressly provided by the laws of Delaware.
LOST CERTIFICATES
37. Any person claiming a certificate of stock to be lost, stolen
or destroyed shall make an affidavit of that fact in form satisfactory
to the corporation, and shall, if the board of directors so requires,
give the corporation a bond of indemnity, in form satisfactory to the
corporation whereupon a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to be lost, stolen
or destroyed. The board of directors in its discretion may, as a
prerequisite to the issuanceof a new certificate, impose such additional
lawful requirements as it sees fit.
DIVIDENDS
38. Dividends upon the capital stock of the corporation may be
declared by the board of directors at any regular or special meeting as
provided by the laws od Delaware and the certificate of incorporation.
Before payment of any dividend or making any distribution of profits,
there may be set aside out of the surplus or net profits of the
corporation such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes
as the directors shall think conducive to the interests of the
corporation.
SEAL
39. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate
Seal, Delaware."
NOTICES
40. Whenever, under the provisions of these bylaws, notice is required
to be given to any director or stockholder, such notice may be given
in writing (i) by mail, by depositing the same in the United States
mail, postage prepaid, or (ii) by telegram, by delivering the same with
payment of the applicable tariff to a telegraph company for transmission,
in either case addressed to such director or stockholder at such address
as appears on the records of the corporation, and such notice shall be
deemed to be given at the time when the same shall be so mailed or so
delivered to a telegraph company.
AMENDMENTS
41. These bylaws may be altered or amended (i) at any regular
meeting of the stockholders by the affirmative vote of the holders of a
majority of the stock issued and outstanding and entitled to vote
thereat or (ii) at any regular meeting of the board of directors by the
affirmative vote of a majority of the directors then in office or (iii)
at any special meeting of the stockholders or of the directors by such
votes if notice of the proposed alteration or amendment shall have been
contained in the notice of such meeting.
FISCAL YEAR
42. The fiscal year of the corporation shall be the calendar year.