EXHIBIT 3.02
AMENDED AND RESTATED CODE OF REGULATIONS
OF SCRIPPS HOWARD, INC.
ARTICLE I
Meetings Of Shareholders
Section 1. Annual Meetings. The annual meeting of shareholders shall
be held on such date, at such time and at such place within or without
the State of Ohio as may be designated by the board of directors and
stated in the notice of the meeting, for the election of directors,
the consideration of reports to be laid before the meeting and the
transaction of such other business as may properly come before the
meeting.
Section 2. Special Meetings. Special meetings of the shareholders
may be called by the chairman of the board of directors or the
president, the directors by action at a meeting, a majority of the
directors acting by written consent, or by the holders of record of a
majority of the outstanding shares of Common Voting Shares, $0.01 par
value, of the Corporation ("Common Voting Shares") acting at a meeting
or by written consent. Calls for such meetings shall specify the
purposes thereof. No business other than that specified in the call
shall be considered at any special meeting.
Section 3. Notices of Meetings. Unless waived, written notice of
each annual or special meeting stating the place, date, time and
purposes thereof shall be given by personal delivery or mail to each
shareholder of record entitled to vote at or receive notice of such
meeting, not less than 10 nor more than 60 days before the meeting.
If mailed, such notice shall be directed to the shareholder at his
address as the same appears upon the records of the Corporation. Any
shareholder, either before or after any meeting, may waive any notice
required to be given by law or under this code of regulations.
Section 4. Quorum. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote at any meeting, present in
person or by proxy, shall constitute a quorum for the transaction of
business at such meeting; provided that when any specified action is
required to be voted upon by a class of stock voting separately as a
class, the holders of a majority of the outstanding shares of such
class, present in person or by proxy, shall constitute a quorum for
the transaction of such specified action. If a quorum shall not be
present at any meeting of the shareholders, the shareholders entitled
to vote thereat, present in person or by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present; provided,
however, that if the holders of any class of stock of the Corporation
are entitled to vote separately as a class upon any matter at such
meeting, any adjournment of the meeting in respect of action by such
class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or by proxy and
entitled to vote at such meeting. At the adjourned meeting the
shareholders, or the holders of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business
that might have been transacted by them at the original meeting. If
the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting. When a quorum is
present at any meeting, the vote of the holders of a majority of the
shares of stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall decide any question brought
before such meeting, unless the question is one upon which, by express
provision of law, the certificate of incorporation or this code of
regulations, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 5. Record Date. In order that the Corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof or entitled to 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 a record date in
accordance with the General Corporation Law of the State of Ohio.
Section 6. Proxies. A person who is entitled to attend a
shareholders meeting, to vote thereat, or to execute consents, waivers
or releases, may be represented at such meeting or vote thereat, and
execute consents, waivers and releases, and exercise any of his other
rights, by proxy or proxies appointed by a writing signed by such
person.
ARTICLE II
Directors
Section 1. Number; Nominations. Until changed in accordance with the
provisions of this section, the number of directors of the Corporation
shall be twelve (12). The number of directors may be increased or
decreased by the vote of a majority of the directors then in office,
or by the affirmative vote of the holders of a majority of the Common
Voting Shares issued and outstanding, but in no case shall the number
of directors be less than nine (9). Nominations of persons for
election to the board shall be made by the vote of a majority of the
directors in office.
Section 2. Term of Office; Election. Each director shall hold office
until the annual meeting next succeeding his election and until his
successor is elected and qualified or until his earlier resignation,
removal from office, or death.
Election of directors shall be by ballot whenever requested by any
shareholder entitled to vote at such election; but, unless such
request is made, the election may be conducted in any manner approved
at such meeting. At each meeting of shareholders for the election of
directors, the persons receiving the greatest number of votes shall be
directors.
Section 3. Removal, Vacancies and Additional Directors. The
shareholders may remove, with or without cause, at any special meeting
called for that purpose, any director and fill the vacancy; provided
that whenever any director shall have been elected by the holders of
any class of stock of the Corporation voting separately as a class
under the provisions of the certificate of incorporation, such
director may be removed and the vacancy filled only by the holders of
that class of stock voting separately as a class. Vacancies caused by
any such removal and not filled by the shareholders at the meeting at
which such removal shall have been made, or any vacancy caused by the
death or resignation of any director or for any other reason, and any
newly created directorship resulting from any increase in the number
of directors, may be filled by a majority of the directors then in
office, and any director so elected to fill any such vacancy or newly
created directorship shall hold office until his successor is elected
and qualified or until his earlier resignation, removal from office,
or death.
Section 4. Annual Meeting. Annual meetings of the board of directors
shall be held immediately following annual meetings of the
shareholders, or as soon thereafter as is practicable. If no annual
meeting of the shareholders is held, or if directors are not elected
thereat, then the annual meeting of the board of directors shall be
held immediately following any special meeting of the shareholders at
which directors are elected, or as soon thereafter as is practicable.
If such annual meeting of directors is held immediately following a
meeting of the shareholders, it shall be held at the same place at
which such shareholders' meeting was held.
Section 5. Regular Meetings. Regular meetings of the board of
directors shall be held at such times and places, within or without
the State of Ohio, as the board of directors may, by resolution, from
time to time determine. The secretary shall give notice of each such
resolution to any director who was not present at the time the same
was adopted, but no further notice of such regular meetings need be
given.
Section 6. Special Meetings. Special meetings of the board of
directors may be called by the chairman of the board, the president,
or any two members of the board of directors, and shall be held at
such times and places, within or without the State of Ohio, as may be
specified in such call.
Section 7. Notice of Annual or Special Meetings. Notice of the time
and place of each annual or special meeting shall be given to each
director by the secretary or by the person or persons calling such
meeting. Such notice need not specify the purpose or purposes of the
meeting and may be given in any manner or method and at such time so
that the director receiving it may have reasonable opportunity to
attend the meeting. Such notice shall, in all events, be deemed to
have been properly and duly given if given by personal delivery or
mailed, or conveyed in writing by any type of telecommunications
equipment, at least two days prior to the meeting and directed to the
residence of each director as shown upon the secretary's records. The
giving of notice shall be deemed to have been waived by any director
who shall attend and participate in such meeting, and may be waived in
writing by any director either before or after such meeting.
Section 8. Quorum and Transaction of Business. A majority of the
directors in office shall constitute a quorum for the transaction of
business. Whenever less than a quorum is present at the time and
place appointed for any meeting of the board, a majority of those
present may adjourn the meeting from time to time, until a quorum is
present. The act of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the board, except as
otherwise provided by law, the certificate of incorporation or this
code of regulations.
Section 9. Compensation. The directors, as such, shall be entitled
to receive such reasonable compensation, if any, for their services as
may be fixed from time to time by resolution of the board, and
expenses of attendance, if any, may be allowed for attendance at each
annual, regular or special meeting of the board. Nothing contained
herein shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Members of the executive committee or of any standing or special
committee may be allowed, by resolution of the board, such
compensation for their services as the board may deem reasonable, and
additional compensation may be allowed to directors for special
services rendered.
Section 10. By-Laws. For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of
Incorporation and this Code of Regulations.
ARTICLE III
Committees
Section 1. Executive Committee. The board of directors may, from
time to time, by resolution passed by a majority of the directors in
office, create an executive committee of three or more directors, the
members of which shall be elected by the board of directors to serve
during the pleasure of the board. If the board of directors does not
designate a chairman of the executive committee, the executive
committee shall elect a chairman from its own number. Except as
otherwise provided herein and in the resolution creating an executive
committee, such committee shall, during the intervals between the
meetings of the board of directors, possess and may exercise all of
the powers of the board in the management of the business and affairs
of the Corporation, other than that of filling vacancies among the
directors or in any committee of the directors. The executive
committee shall keep full records and accounts of its proceedings and
transactions. All action by the executive committee shall be reported
to the board of directors at its meeting next succeeding such action
and shall be subject to control, revision and alteration by the board
of directors, provided that no rights of third persons shall be pre
judicially affected thereby. Vacancies in the executive committee
shall be filled by the directors, and the directors may appoint one or
more directors as alternate members of the committee who may take the
place of any absent member or members at any meeting.
Section 2. Meetings of Executive Committee. Subject to the
provisions of this code of regulations, the executive committee shall
fix its own rules of procedure and shall meet as provided by such
rules or by resolutions of the board of directors, and it shall also
meet at the call of the president, the chairman of the executive
committee or any two members of such committee. Unless otherwise
provided by such rules or such resolutions, the provisions of
Article II relating to the notice required to be given of meetings of
the board of directors shall also apply to meetings of the executive
committee. A majority of the executive committee shall be necessary
to constitute a quorum. The executive committee may act in a writing
without a meeting, but no such action of the executive committee shall
be effective unless concurred in by all members of the committee.
Section 3. Other Committees. The board of directors may provide by
resolution for such other standing or special committees as it deems
desirable, and discontinue the same at its pleasure. Each such
committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the board of
directors. The provisions of this Article shall govern the
appointment and action of such committees so far as consistent, unless
otherwise provided by the board of directors. Vacancies in such
committees shall be filled by the board of directors or as it may
provide.
ARTICLE IV
Officers
Section 1. General Provisions. The board of directors shall elect a
chairman of the board, a president, such number of vice presidents, if
any, as the board may determine from time to time, a secretary and a
treasurer. The board of directors may create from time to time such
offices and appoint such other officers, subordinate officers and
assistant officers as it may determine. The chairman of the board and
the president shall be, but the other officers need not be, chosen
from among the members of the board of directors. Any two or more of
such offices, other than those of president and vice president, or
president and secretary, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more
than one capacity.
Section 2. Term of Office. The officers of the Corporation shall
hold office during the pleasure of the board of directors, and, unless
sooner removed by the board of directors, until the annual meeting of
the board of directors following the date of their election and until
their successors are chosen and qualified. The board of directors may
remove any officer at any time, with or without cause. A vacancy in
any office, however created, shall be filled by the board of
directors. Section 3. Compensation. The compensation, if any, of the
officers of the Corporation shall be fixed by the board of directors or
by such one or more officers or directors as the board of directors shall
designate.
ARTICLE V
Duties Of Officers
Section 1. Chairman of the Board. The chairman of the board shall
preside at all meetings of the board of directors and the shareholders
and shall have such other powers and perform such other duties as may
from time to time be assigned to him by the board of directors.
Section 2. President. The president shall be the chief executive
officer of the Corporation and, subject to the direction of the board
of directors, shall have general and active management of the business
of the Corporation. During any vacancy in the office of the chairman
or during the absence of the chairman for any reason, the president
shall perform the duties and exercise the powers of the chairman of
the board. The president shall have authority to sign all
certificates for shares and all deeds, mortgages, bonds, agreements,
notes, and other instruments requiring his signature; and shall have
all the powers and duties prescribed by the General Corporation Law of
the State of Ohio and such others as the board of directors may from
time to time assign to him.
Section 3. Vice Presidents. The vice presidents shall have such
powers and perform such duties as may be assigned to them from time to
time by the board of directors, the chairman, or the president. At
the request of the president, or in the case of his absence or
disability, the vice president designated by the president (or in the
absence of such designation, the vice president designated by the
board) shall perform all the duties of the president and, when so
acting, shall have all the powers of the president. The authority of
vice presidents to sign in the name of the Corporation certificates
for shares and deeds, mortgages, bonds, agreements, notes and other
instruments shall be coordinate with like authority of the president.
Section 4. Secretary. The secretary shall keep the minutes of all
the proceedings of the shareholders and directors of the Corporation
and make a proper record of the same, which shall be attested by him.
He shall keep such books as may be required by the board of directors
and shall have charge of the stock book of the Corporation and
generally perform such duties as the board, the chairman or the
president may require of him.
Section 5. Treasurer. The treasurer shall receive and have charge of
all money, bills, notes, bonds, deeds, leases, mortgages and similar
property belonging to the Corporation and shall do with the same as
may be ordered by the financial vice president or the board. On the
expiration of his term in office he shall turn over to his successor
or to the board of directors all property, books, papers and money of
the Corporation in his possession or under his control. The treasurer
shall furnish bond for the faithful performance of his duties in such
an amount as the board of directors may require, and with sureties to
their satisfaction. He shall cause to be kept adequate and correct
accounts of the business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains,
losses, stated capital and shares, together with such other accounts
as may be required; and he shall have such other powers and duties as
may from time to time be assigned to him by the board of directors,
the chairman of the board or the president.
Section 6. Assistant and Subordinate Officers. Each other officer
shall perform such duties as the board of directors, the chairman of
the board or the president may prescribe. The board of directors may
authorize from time to time any officer to appoint and remove
subordinate officers, to prescribe their authority and duties, and to
fix their compensation.
Section 7. Duties of Officers May Be Delegated. In the absence of
any officer of the Corporation or for any other reason that it may
deem sufficient, the board of directors may delegate the powers or
duties, or any of them, of such officers to any other officer or to
any director.
ARTICLE VI
Certificates For Shares
Section 1. Form and Execution. Certificates for shares, certifying
the number of full-paid shares owned, shall be issued to each
shareholder in such form as shall be approved by the board of
directors. Such certificates shall be signed by the chairman of the
board of directors or the president or a vice president and by the
secretary or an assistant secretary or the treasurer or an assistant
treasurer; provided, however, that if such certificates are
countersigned by an incorporated transfer agent or registrar the
signatures of any of such officers and the seal of the Corporation
upon such certificates may be facsimiled, engraved, stamped or
printed. If any officer or officers who shall have signed, or whose
facsimile signature shall have been used, printed or stamped on any
certificate or certificates for shares, shall cease to be such officer
or officers, because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates if authenticated by the
endorsement thereon of the signature of a transfer agent or registrar
shall nevertheless be as effective in all respects when delivered as
though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certifi
cate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be an officer or officers of
the Corporation.
Section 2. Registration of Transfer. Any certificate for shares of
the Corporation shall be transferable in person or by attorney upon
the surrender thereof to the Corporation or any transfer agent
therefor (for the class of stock represented by the certificate
surrendered) properly endorsed for transfer and accompanied by such
assurances as the Corporation or such transfer agent may require as to
the genuineness and effectiveness of each necessary endorsement.
Section 3. Lost, Destroyed or Stolen Certificates. A new stock
certificate or certificates may be issued in place of any certificate
theretofore issued by the Corporation which is alleged to have been
lost, destroyed or wrongfully taken upon (i) the execution and
delivery to the Corporation by the person claiming the certificate to
have been lost, destroyed or wrongfully taken of an affidavit of that
fact, specifying whether or not, at the time of such alleged loss,
destruction or taking, the certificate was endorsed, and (ii) the
furnishing to the Corporation of indemnity and other assurances, if
any, satisfactory to the Corporation and to all transfer agents and
registrars of the class of shares represented by the certificate
against any and all losses, damages, costs, expenses or liabilities to
which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or in respect of the
original certificate.
Section 4. Registered Shareholders. A person in whose name shares
are registered of record on the books of the Corporation shall
conclusively be deemed the unqualified owner and holder thereof for
all purposes and to have capacity to exercise all rights of ownership.
Neither the Corporation nor any transfer agent of the Corporation
shall be bound to recognize any equitable interest in or claim to such
shares on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obliged to see to the
execution of any trust or obligation.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of
December in each year or on such other date as may be fixed from time
to time by the board of directors.
ARTICLE VIII
Seal
The board of directors may provide a suitable seal containing the name
of the Corporation. If deemed advisable by the board of directors,
duplicate seals may be provided and kept for the purposes of the
Corporation.
ARTICLE IX
Amendments
This code of regulations shall be subject to alteration, amendment,
repeal, or the adoption of a new code of regulations by a majority by
the vote or written consent of the holders of record of a majority of
the Common Voting Shares issued and outstanding.