Exhibit 3.1(ii)
BYLAWS
OF
DOW JONES & COMPANY, INC.
(AMENDED AND RESTATED AS OF APRIL 20, 2005)
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 of the corporation (A)
the holders of common stock, voting as a separate class, shall be entitled
to elect seven (7) of the directors to be elected at such meeting, and (B)
the holders of class B common stock and common stock, voting as a separate
class, shall be entitled to elect the remaining directors to be elected at
such meeting. However if paragraph a. of Article Fifth of the certificate
of incorporation is at any time amended to permit the number of directors
of the corporation to exceed eighteen, then at every meeting of the
stockholders called for the election of directors, (A) the holders of
common stock, voting separately as a class, shall be entitled to elect the
greater of (x) seven (7) directors to be elected at such meeting, or (y)
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,
the next higher whole number of directors to be elected at such meeting),
and (B) the holders of class B common stock and common stock, voting as a
separate class, shall be entitled to elect the remaining directors to be
elected at such meeting. 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 stockholder 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. 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 such an 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 meetings 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 fixed by or pursuant to these bylaws. 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 COMMITTEE
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 of the 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 n
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 by the 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 depositaries 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.
INDEMNIFICATION 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
investigative, 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 of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf 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
express or 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
issuance of 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 of 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 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.
DIRECTOR MATTERS
43. For so long as there shall be any Class B Common Stock
outstanding, (a) the number of directors shall be fixed at sixteen and (b)
no Management Person or Bancroft Family Representative shall be elected or
appointed as a director of the corporation unless, after giving effect to
such election or appointment, a majority of the directors of the
corporation then in office shall be persons who are neither Management
Persons nor Bancroft Family Representatives. A "Management Person" means
any person who (1) is an officer or employee of the corporation or any of
its subsidiaries, or (2) has an immediate family member (as defined in the
General Commentary to Section 303A.02(b) of the Listed Company Manual of
the New York Stock Exchange as in effect as of February 16, 2005) who is an
executive officer of the corporation. A "Bancroft Family Representative"
means (a) any Bancroft Family Member; (b) any natural person who is a
trustee of any Bancroft Trust; or (c) any natural person who is an
employee, officer, director, partner or manager (or person holding a like
position) of one or more Bancroft Family Members, trustees of Bancroft
Trusts, Bancroft Charitable Organizations or Bancroft Entities. "Bancroft
Family Member" means any lineal descendent of Jane W. W. Bancroft and any
immediate family member of any such descendent. For purposes of the
foregoing, any person who is or was legally adopted by a lineal descendent
of Jane W. W. Bancroft shall be deemed to be a lineal descendent of Jane W.
W. Bancroft. "Bancroft Trust" means any trust (including a voting trust)
primarily for the benefit of current or future Bancroft Family Members,
Bancroft Charitable Organizations or Bancroft Entities. "Bancroft
Charitable Organization" means any organization contributions to which are
deductible for federal income, estate or gift tax purposes that was
established by one or more Bancroft Family Members, trustees of Bancroft
Trusts or Bancroft Entities. "Bancroft Entities" means any corporation,
limited liability company, partnership or similar entity a majority of the
common equity interests of which are beneficially owned by one or more
Bancroft Family Members, trustees of Bancroft Trusts, Bancroft Charitable
Organizations or other Bancroft Entities."