EXHIBIT A
AMENDED AND RESTATED
BY-LAWS
OF
R.H. DONNELLEY CORPORATION
APRIL 28, 1999
AMENDED AND RESTATED
R.H. DONNELLEY CORPORATION
BY-LAWS
ARTICLE 1.
STOCKHOLDERS.
Section 1. The annual meeting of the stockholders of the Corporation
for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such
date, and at such time and place within or without the State of Delaware as
may be designated from time to time by the Board of Directors.
Section 2. Special meetings of the stockholders may be held upon call
of the Board of Directors, the Chairman of the Board or the President (and
shall be called by the Chairman of the Board or the President at the request
in writing of stockholders owning a majority of the outstanding shares of the
Corporation entitled to vote at the meeting) at such time and at such place
within or without the State of Delaware, as may be fixed by the Board of
Directors, the Chairman of the Board or the President or by the stockholders
owning a majority of the outstanding shares of the Corporation so entitled to
vote, as the case may be, and as may be stated in the notice setting forth
such call.
Section 3. Except as otherwise provided by law, notice of the time,
place and purpose or purposes of every meeting of stockholders shall be
delivered personally or mailed not earlier than sixty, nor less than ten days
previous thereto, to each stockholder of record entitled to vote at the
meeting at such address as appears on the record of the Corporation. Notice
of any meeting of stockholders need not be given to any stockholder who shall
waive notice thereof, before or after such meeting, in writing, or to any
stockholder who shall attend such meeting, except when the stockholder
attends a 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.
Section 4. A majority of the shares entitled to vote, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders. If there be no such quorum present in person or by proxy, the
holders of a majority of such shares so present or represented may adjourn
the meeting from time to time.
Section 5. Meeting of the stockholders shall be presided over by the
Chairman of the Board or, if such officer is not present, by the President or
a Vice President or, if no such officer is present, by a chairman to be
chosen at the meeting. The Secretary of the Corporation or, in such
officer's absence, an Assistant Secretary shall act as secretary of the
meeting. If neither the Secretary nor an Assistant Secretary is present, the
chairman shall appoint a secretary.
Section 6. Each stockholder entitled to vote at any meeting may vote in
person or by proxy for each share of stock held by such stockholder which has
voting power upon the matter in question at the time but no proxy shall be
voted on after one year from its date.
Section 7. All elections of directors shall be by written ballot and
shall be determined by a plurality of the voting power present in person or
represented by proxy and entitled to vote. All other voting need not be by
written ballot, except upon demand therefor by the Board of Directors or the
officer of the Corporation presiding at the meeting of stockholders where the
vote is to be taken. Except as otherwise provided by law, in all matters
other than the election of directors, the affirmative vote of the majority of
the voting power present in person or represented by proxy and entitled to
vote shall be the act of the stockholders. The chairman of each meeting at
which directors are to be elected shall appoint at least one inspector of
election, unless such appointment shall be unanimously waived by those
stockholders present or represented by proxy at the meeting and entitled to
vote at the election of directors. No director or candidate for the office
of director shall be appointed as such inspector. The duties of inspector at
such meeting with strict impartiality and according to the best of their
ability, and shall take charge of the polls and after the balloting shall
make a certificate of the result of the vote taken.
Section 8. Only persons who are nominated in accordance with the
procedures set forth in these by-laws shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 8, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice
procedures set forth in this Section 8. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant
to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 60 days
nor more than 90 days prior to the meeting; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to
be timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the meeting or
such public disclosure was made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for election
or reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934 (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee. No person shall be eligible to serve as a
director of the Corporation unless nominated in accordance with the procedure
set forth in this by-law. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made
in accordance with the procedures prescribed by the by-laws, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions of this
Section 8, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, and the rules and regulations
thereunder with respect to the matters set forth in this Section.
Section 9. 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 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 be not more than sixty or less than ten days before the date
of such meeting, or more than sixty days prior to any other action. If for
any reason the Board of Directors shall not have fixed a record date for any
such purpose, the record date for such purposes shall be determined as
provided by law. Only those stockholders of record on the date so fixed or
determined shall be entitled to any of the foregoing rights, notwithstanding
the transfer of any such stock on the books of the Corporation after any such
record date so fixed or determined.
ARTICLE II.
BOARD OF DIRECTORS.
Section 1. The Board of Directors of the Corporation shall consist of
such number of directors, not less than three, as shall from time to time be
fixed by resolution of the Board of Directors. The directors shall be
divided into three classes in the manner set forth in the Certificate of
Incorporation of the corporation, each class to be elected for the term set
forth therein. A majority of the total number of directors shall constitute
a quorum for the transaction of business and, except as otherwise provided by
law or by the Corporation's Certificate of Incorporation, the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. Directors need not be
stockholders.
Section 2. Vacancies in the Board of Directors shall be filled by a
majority of the remaining directors, though less than a quorum; and in case
of an increase in the number of directors, the additional directors shall be
elected by a majority of the directors in office at the time of increase,
though less than a quorum; and the directors so chosen shall hold office for a
term as set forth in the Certificate of Incorporation of the Corporation.
Section 3. Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as may from time to time be
fixed by resolution of the Board or as may be specified in the notice of call
of any meeting. Regular meetings of the Board of Directors shall be held at
such times as may from time to time be fixed by resolution of the Board and
special meetings may be held at any time upon the call of the Chairman of the
Board or the President, by oral, telegraphic or written notice, duly served
on or sent or mailed to each director not less than one day before the
meeting. The notice of any meeting need not specify the purpose thereof. A
meeting of the Board may be held without notice immediately after the annual
meeting of stockholders at the same place at which such meeting is held.
Notice need not be given of regular meetings of the Board held at times fixed
by resolution of the Board. Notice of any meeting need not be given to any
director who shall attend such meeting in person or who shall waive notice
thereof, before or after such meeting, in writing.
Section 4. The Board of Directors may, by resolution or resolutions,
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of three or more of the Directors of the Corporation
which, to the extent provided in said resolution or resolutions, shall have
and may exercise the powers of the Board of Directors in the management of
the business and affairs of the Corporation, and may authorize the seal of
the Corporation to be affixed to all papers which may require it. A majority
of the members of a committee shall constitute a quorum for the transaction
of its business. In the absence of disqualification of any member of any
such committee or committees, but not in the case of a vacancy therein, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not the member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors, who is not an
officer of the Corporation or any of its subsidiaries, to act at the meeting
for all purposes in the place of any such absent or disqualified member.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
ARTICLE III.
OFFICERS.
Section 1. The Board of Directors, as soon as may be after each annual
meeting of the stockholders, shall elect officers of the Corporation,
including a Chairman of the Board, a President, one or more Vice Presidents,
a Secretary and a Treasurer. The Board of Directors may also from time to
time appoint such other officers (including one or more Assistant Vice
Presidents, and one or more Assistant Secretaries and one or more Assistant
Treasurers) as it may deem proper or may delegate to any elected officer of
the Corporation the power so to appoint and remove any such other officers
and to prescribe their respective terms of office, authorities and duties.
Any Vice President may be designated Executive, Senior or Corporate, or may
be given such other designation or combination of designations as the Board
of Directors may determine. Any two offices may be held by the same person.
The Chairman of the Board and the President shall be chosen from among the
Directors.
Section 2. All officers of the Corporation elected or appointed by the
Board of Directors shall hold office until their respective successors are
chosen and qualified. Any officer may be removed from office at any time
either with or without cause by the affirmative vote of a majority of the
members of the Board then in office, or, in the case of appointed officers,
by any elected officer upon whom such power of removal shall have been
conferred by the Board of Directors.
Section 3. Each of the officers of the Corporation elected or appointed
by the Board of Directors shall have powers and duties prescribed by law, by
the By-Laws or by the Board of Directors and, unless otherwise prescribed by
the By-Laws or by the Board of Directors, shall have such further powers and
duties as ordinarily pertain to that office. The Chairman of the Board or
the President, as determined by the Board of Directors, shall be the Chief
Executive Officer and shall have the general direction of the affairs of the
Corporation. Any officer, agent, or employee of the Corporation may be
required to give bond for the faithful discharge of such person's duties in
such sum and with such surety or sureties as the Board of Directors may from
time to time prescribe.
Section 4. There shall be a Controller who shall exercise general
supervision of and be responsible for the efficient operation of the
Accounting Department of the Corporation. The Controller shall be consulted
in the preparation of the annual budget of the Corporation and shall render
to the Chief Executive Officer from time to time and to the Board of
Directors at each of the regular meetings of the Board statements necessary
to keep them informed of the earnings, expenses and condition of the
Corporation, and shall bring to their notice any and all matters which the
Controller may deem desirable to submit to their attention for the successful
conduct of the business.
ARTICLE IV.
CERTIFICATES OF STOCK.
Section 1. The interest of each stockholder of the Corporation shall be
evidenced by a certificate or certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. The shares in the
stock of the Corporation shall be transferable on the books of the Corporation
by the holder thereof in person or by such holder's attorney, upon surrender
for cancellation of a certificate or certificates for the same number of
shares, with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require.
Section 2. The certificates of stock shall be signed by such officer or
officers as may be permitted by law to sign (except that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or by a registrar other than the Corporation or its employee,
the signatures of any such officer or officers may be facsimiles), and shall
be countersigned and registered in such manner, all as the Board of
Directors may by resolution prescribe. In case any officer or officers who
shall have signed or whose facsimile signature or signatures shall cease to
be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall
have been issued by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer or
officers of the Corporation.
Section 3. No certificate for shares of stock in the Corporation shall
be issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction and upon delivery to the Corporation of a bond of indemnity in
such amount, upon such terms and secured by such surety, as the Board of
Directors in its discretion may require.
ARTICLE V.
CORPORATE BOOKS.
The books of the Corporation may be kept outside of the State of Delaware
at such place or places as the Board of Directors may from time to time
determine.
ARTICLE VI.
CHECKS, NOTES, PROXIES, ETC.
All checks and drafts on the Corporation's bank accounts and all bills
of exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be thereunto authorized from time to
time by the Board of Directors. Proxies to vote and consents with respect to
securities of other corporations owned by or standing in the name of the
Corporation may be executed and delivered from time to time on behalf of the
Corporation by the Chairman of the Board, the President, or by such officers
as the Board of Directors may from time to time determine.
ARTICLE VII.
FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of
January in each year and shall end on the thirty-first day of December
following.
ARTICLE VIII.
CORPORATE SEAL.
The corporate seal shall have inscribed thereon the name of the
Corporation. In lieu of the corporate seal, when so authorized by the Board
of Directors or a duly empowered committee thereof, a facsimile thereof may
be impressed or affixed or reproduced.
ARTICLE IX.
OFFICES.
The Corporation and the stockholders and the directors may have offices
outside of the State of Delaware at such places as shall be determined from
time to time by the Board of Directors.
ARTICLE X.
AMENDMENTS.
Subject to any limitations that may be imposed by the stockholder, the
Board of Directors may make the by-laws and from time to time may alter,
amend or repeal any by-laws, but any by-laws made by the Board of Directors
or the stockholders may be altered, amended or repealed by the stockholders
at any annual meeting or at any special meeting, provided that notice of such
proposed alteration, amendment or repeal is included in the notice of such
meeting.