EXHIBIT 3.2
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BY-LAWS
OF
TRIBUNE COMPANY
A DELAWARE CORPORATION
As Amended and In Effect on June 12, 2000
ARTICLE I
REGISTERED OFFICE AND AGENT
SECTION 1.1 REGISTERED OFFICE AND AGENT. The registered office of the Company in
the State of Delaware shall be the office of The Corporation Trust Company in
the City of Wilmington, County of New Castle, and the registered agent in charge
thereof shall be The Corporation Trust Company.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 PLACE OF MEETING. Meetings of stockholders shall be held at such
locations as are designated by the Board of Directors or the officers calling
such meetings.
SECTION 2.2 ANNUAL MEETING. The annual meeting of the stockholders shall be held
on such date (not a legal holiday) and at such time as is designated by
resolution of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may properly be brought before the
meeting.
SECTION 2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be called
by the Chief Executive Officer of the Company or the Board of Directors.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice of the meeting.
SECTION 2.4 NOTICE OF MEETINGS. Unless otherwise required by statute, written
notice stating the place, date and hour of each meeting of stockholders and the
purpose or purposes of each such meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. In the case of a meeting to vote on a merger or
consolidation such notice shall be given not less than twenty nor more than
sixty days before the date of the meeting. If given by mail, such notice shall
be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Company.
SECTION 2.5 NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to the Secretary at the principal executive offices of the Company not
later than the close of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. In no event shall the notice or public
disclosure of an adjournment of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above. A stockholder's notice
to the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (c) the class and
number of shares of the Company which are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no business shall be
conducted at an annual meeting of stockholders except in accordance with the
procedures set forth in this Section. The chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Chief Executive Officer or the Board of Directors.
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Nothing in this By-Law shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Company's proxy statement pursuant to Rule
14a-8 under the Securities Exchange Act.
SECTION 2.6 LIST OF STOCKHOLDERS. The officer or agent having charge of the
stock ledger of the Company shall make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of 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 the 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.
SECTION 2.7 INSPECTORS. In advance of any meeting of stockholders, the Company,
by its Board of Directors or by its Chairman or President, shall appoint one or
more inspectors of voting who shall receive and count the ballots and make a
written report of the results of the balloting, and who shall perform such other
duties in connection therewith as is provided by law. The Company may also
designate one or more persons as alternate inspectors to replace any inspector
who is unable or fails to act.
SECTION 2.8 QUORUM. The holders of record of shares of capital stock of the
Company having a majority of the votes entitled to be cast at the meeting,
represented in person or by proxy, shall constitute a quorum at all meetings of
stockholders. Where a separate vote by class or classes is to be held, the
holders of stock having a majority of the votes entitled to be cast by such
class or classes, represented in person or by proxy, shall constitute a quorum
at the meeting. Regardless of whether a quorum is present or represented, the
chairman of the meeting, or stockholders represented in person or by proxy at
the meeting voting a majority of the votes cast by such stockholders on the
matter, shall have the power to adjourn the meeting to another time and/or
place. Unless the adjournment is for more than thirty days, or unless a new
record date is set for the adjourned meeting, no notice of the adjourned meeting
need be given to any stockholder; provided that the time and place of the
adjourned meeting were announced at the meeting at which the adjournment was
taken. At the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting.
SECTION 2.9 VOTING OF SHARES; PROXIES. The voting rights of holders of common
stock and preferred stock of the Company shall be as set forth in the Amended
and Restated Certificate of Incorporation, as from time to time in effect, and
in resolutions of the Board of Directors providing for series of the preferred
stock. A stockholder may vote
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either in person, by proxy executed in writing by the stockholder or an
authorized officer, director, employee or agent of the stockholder, or by
electronic transmission as provided by law. No proxy shall be voted or acted
upon after three years from the date of its execution, unless the proxy provides
for a longer period. Action on any question or in any election may be by a voice
vote unless the presiding officer shall order that voting be by ballot. The
presiding officer at the meeting shall fix and announce at the meeting the date
and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at the meeting.
SECTION 2.10 REQUIRED VOTE. At any duly constituted meeting of stockholders, the
affirmative vote of holders of a majority of the voting power of all shares
represented at the meeting in person or by proxy and entitled to vote on the
matter shall be necessary for the adoption or approval of any matter properly
brought before the meeting, unless the proposed action is for the election of
directors or is one upon which, by express provision of statute or of the
Amended and Restated Certificate of Incorporation, a different affirmative vote
is specified or required, in which case such express provision shall govern and
control the decision of such question. In elections for directors, the nominees
receiving the highest number of votes cast for the number of director positions
to be filled shall be elected. Where a separate vote by class or classes is to
be held, unless otherwise provided by statute or the Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of a majority
of the voting power of all shares of such class or classes represented at the
meeting in person or by proxy shall be the act of such class or classes.
SECTION 2.11 ACTION WITHOUT A MEETING. Action by the stockholders may be taken
without a meeting as provided in the Amended and Restated Certificate of
Incorporation.
ARTICLE III
DIRECTORS
SECTION 3.1 NUMBER, TENURE AND QUALIFICATIONS. The business and affairs of the
Company shall be managed by a Board of no less than ten (10) nor more than
sixteen (16) directors, as fixed from time to time by resolution of the Board of
Directors. Individuals shall be eligible to serve as a director of the Company
until the annual meeting next occurring after such person's 72nd birthday. An
officer of the Company shall be eligible for service as a director until either
(i) such officer's resignation as an officer of the Company or (ii) the annual
meeting next occurring after such officer's retirement as an officer of the
Company. The Board shall be classified with respect to the time during which
they hold office into three classes, as nearly equal in number as possible based
on the then current membership of the Board, as determined by the
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Board of Directors, all as provided in the Amended and Restated Certificate of
Incorporation. One class of directors shall be elected at each annual meeting of
the stockholders to hold office for the term of three years or until their
respective successors are duly elected and qualified or until their earlier
resignation or removal.
SECTION 3.2 NOMINATING PROCEDURES.
SECTION 3.2.1 ELIGIBILITY TO MAKE NOMINATIONS. Except as otherwise provided in
Article VIII hereof, nominations of candidates for election as directors at any
meeting of stockholders called for that purpose may be made by the Board of
Directors or by any stockholder entitled to vote at such meeting, in accordance
with the following provisions.
SECTION 3.2.2 PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS. Except as
otherwise provided in Article VIII hereof, nominations made by the Board of
Directors shall be made at a meeting of the Board of Directors, or by written
consent of the directors in lieu of a meeting, not less than 30 days prior to
the date of the meeting of stockholders at which directors are to be elected. At
the request of the Secretary of the Company, each proposed nominee shall provide
the Company with such information concerning himself or herself as is necessary
for purposes of the Company's proxy statement relating to the meeting.
SECTION 3.2.3 PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS. Any stockholder who
intends to make a nomination at a meeting of stockholders at which directors are
to be elected, shall deliver a notice to the Secretary of the Company setting
forth (i) the name, age, business address and residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee, (iii) the number of shares of capital stock of the Company which
are beneficially owned by each such nominee and (iv) such other information
concerning each such nominee as would be required, under the rules of the
Securities and Exchange Commission, in a proxy statement soliciting proxies for
the election of such nominees. Such notice shall be accompanied by a signed
consent of each proposed nominee to serve as a director of the Company if
elected. To be timely, a stockholder's notice must be delivered to the Secretary
at the principal executive offices of the Company not earlier than the close of
business on the 120th day prior to such meeting and not later than the close of
business on the later of the 90th day prior to such meeting or the 10th day
following the day on which such notice of the date of the meeting is mailed to
the stockholders or public announcement thereof is made, whichever occurs first.
In no event shall the notice or public disclosure of an adjournment of a meeting
of stockholders at which directors are to be elected commence a new time period
for the giving of a stockholder's notice as described above.
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SECTION 3.2.4 SUBSTITUTION OF NOMINEES. Except as otherwise provided in Article
VIII hereof, in the event that a person is validly designated as a nominee in
accordance with the preceding Sections and shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the Board of
Directors or the stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee. At the request of the Secretary of the Company,
each substitute nominee shall provide the Company with such information
concerning himself or herself as would be necessary for purposes of a proxy
statement relating to the meeting.
SECTION 3.2.5 DETERMINATION OF COMPLIANCE WITH PROCEDURES. Except as otherwise
provided in Article VIII hereof, if the chairman of the meeting of stockholders
determines that a nomination for director was not made in accordance with the
foregoing procedures, such nomination shall be void.
SECTION 3.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this By-Law immediately after, and at the same
address as, the annual meeting of stockholders. The Board of Directors may fix
the time and place for the holding of additional regular meetings. No notice or
call shall be required.
SECTION 3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman, the President or any two directors, by notice to the
Secretary of the Company. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by them, provided that any
meeting called at the request of directors shall be held at Tribune Tower,
Chicago, Illinois. Notice of any special meeting shall be given to all directors
at least twenty-four hours in advance thereof (except as set forth below),
either (a) personally or by telephone or (b) by mail or telegram addressed to
the director at his/her address as it appears on the records of the Company.
Such notice shall include the time and place at which the meeting is to be held.
If mailed, such notice must be given at least five days prior to the meeting and
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice is to be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice of such meeting.
SECTION 3.5 QUORUM AND ACTION. A majority of the total number of directors then
in office shall constitute a quorum for the transaction of business at any
meeting, but if less than a quorum is present a majority of the directors
present may adjourn the meeting from time to time without further notice. The
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater
number is required by statute, the Amended and Restated Certificate of
Incorporation or these By-Laws.
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SECTION 3.6 VACANCIES. Except as otherwise provided in Article VIII hereof, any
vacancy occurring in the Board of Directors and any newly created directorship
resulting from an increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, and
the directors so chosen shall hold office for the unexpired portion of their
designated terms of office and until their successors are duly elected and
qualified, or until their earlier resignation or removal.
SECTION 3.7 COMPENSATION OF DIRECTORS. The Board of Directors, by the
affirmative vote of the majority of the directors then in office, and
irrespective of any personal interest of any of the directors, shall have
authority to fix the compensation of directors for services to the Company as
Board members, committee members or otherwise.
SECTION 3.8 REMOVAL OF DIRECTORS. Any one or more directors may be removed from
office only for cause, and only by the affirmative vote of holders of at least a
majority of the voting power of all of the then outstanding shares of voting
stock of the Company, voting together as a single class.
SECTION 3.9 COMMITTEES.
SECTION 3.9.1 EXECUTIVE COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint an Executive Committee to consist of
not less than five members of the Board, one of whom shall be the person
designated as Chief Executive Officer of the Company. The Executive Committee
shall have the right to exercise the full power and authority of the Board of
Directors of the Company to the fullest extent permitted by Section 141(c) of
the General Corporation Law of the State of Delaware; provided, that, in
addition to the restrictions provided in said Section 141(c), such Executive
Committee shall not have the authority of the Board of Directors in reference
to: (a) electing or removing officers of the Company or members of the Executive
Committee; (b) fixing the compensation of any officer or director; (c) amending,
altering or repealing these By-Laws or any resolution of the Board of Directors;
(d) submission to the stockholders of any matter whatsoever; (e) action with
respect to dividends; or (f) any action which either the Chief Executive Officer
or two other members of the Executive Committee shall designate, by written
instrument filed with the Secretary of the Company, as a matter to be considered
by the full Board. All action taken by the Executive Committee between Board
meetings on matters of a nature ordinarily requiring Board action shall be
promptly reported to the Board of Directors.
SECTION 3.9.2 AUDIT COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint an Audit Committee to consist of not
less than three directors, none of whom shall be an officer or employee of the
Company or of any
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subsidiary or affiliated corporation. The Audit Committee (a) shall recommend to
the Board of Directors the appointment of independent public accountants for
each year to audit the books, records and accounts of the Company and to perform
such other duties as the Board of Directors or Audit Committee may from time to
time prescribe, (b) shall review the financial statements submitted by the
independent public accountants and shall report to the Board of Directors the
results of such review, (c) shall review all recommendations made by the
independent public accountants to the Board of Directors with respect to the
accounting methods used, the organization and operations of the Company and the
system of internal control followed by the Company and shall advise the Board of
Directors with respect thereto and (d) shall have authority to examine, and to
make recommendations to the Board of Directors with respect to, the audit
conducted by the Company's independent public accountants. The scope and
frequency of the Audit Committee's review and examination shall be determined by
the Committee, which shall have all the powers of the Board of Directors in
carrying out its duties.
SECTION 3.9.3 FINANCE COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint a Finance Committee to consist of not
less than three directors. The functions of the Finance Committee shall be (a)
to supervise generally the financial affairs of the Company, (b) to review with
management the capital needs of the Company and its subsidiaries, (c) to provide
consultation on major borrowings and proposed issuances of debt and equity
securities and (d) to report to the Board of Directors from time to time with
respect to the foregoing. The Finance Committee shall make recommendations to
the Board concerning the Company's financial strategies, policies and structure,
and shall undertake such additional functions and activities related to the
foregoing as may be requested from time to time by the Board of Directors.
SECTION 3.9.4 GOVERNANCE AND COMPENSATION COMMITTEE. The Board of Directors, by
resolution of a majority of the whole Board, shall appoint a Governance and
Compensation Committee to consist of not less than three directors, none of whom
shall be an officer or employee of the Company or of any subsidiary or
affiliated corporation. Subject to Article VIII hereof in the case of clauses
(a) and (b), the functions of the Governance and Compensation Committee shall be
(a) to identify and make recommendations to the Board of Directors regarding
candidates for election to the Board, (b) to review and make recommendations to
the Board of Directors regarding the renomination of incumbent directors, (c) to
perform other related tasks, such as studying the size, committee structure or
meeting frequency of the Board, making studies or recommendations regarding
management succession, or tasks of similar character as may be requested from
time to time by the Board of Directors or the Chief Executive Officer, (d) to
establish the compensation of the Chief Executive Officer of the Company, (e) to
consult with the Chief Executive Officer with respect to the compensation of
officers and executive employees of the Company and its subsidiaries, (f) to fix
and determine awards to employees of stock or stock options pursuant to any
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of the Company's employee stock option or stock related plans now or from time
to time hereafter in effect and to exercise such other power and authority as
may be permitted or required under such plans and (g) to undertake such
additional similar functions and activities as may be required by other
compensation plans maintained by the Company or as may be requested from time to
time by the Board of Directors.
The Board of Directors, by resolution of a majority of the whole Board, shall
designate one member of the Governance and Compensation Committee to act as
chairman of the Committee. The Committee member so designated shall (a) chair
all meetings of the Committee, (b) chair meetings involving only non-employee
directors, (c) coordinate an annual performance evaluation of the Company, (d)
coordinate the evaluation of the performance of the Chief Executive Officer, and
(e) perform such other activities as from time to time are requested by the
other directors or as circumstances indicate.
SECTION 3.9.5 OTHER COMMITTEES. In addition to the Committees provided for in
Sections 3.9.1 through 3.9.4 above and in Article VIII hereof, the Board of
Directors may, by resolution passed by a majority of the whole Board, designate
and appoint one or more other Board committees, each such committee to consist
of two or more directors of the Company. Any such Board committee, to the extent
provided in the resolution creating it and authorized by statute, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Company, and may authorize the seal of the Company
to be affixed to all papers which may require it. The Board of Directors may
also appoint other committees for the administration of the affairs of the
Company, whose members may or may not be directors. Every committee appointed by
the Board of Directors and any committee established by Article VIII hereof may,
unless the Board provides otherwise, fix its own rules of procedure and hold its
meetings in accordance with such rules. The Board may designate one or more
persons as alternate members of any Board or other committee, as applicable, who
may replace any absent or disqualified member at any meeting of such committee.
SECTION 3.10 ACTION BY DIRECTORS WITHOUT MEETING. 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.
SECTION 3.11 MEETINGS BY TELEPHONE. Members of the Board of Directors, or any
committee of the Board, may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.
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ARTICLE IV
OFFICERS
SECTION 4.1 OFFICERS OF THE COMPANY. The officers of the Company shall consist
of a Chairman and/or a President, a Secretary and a Treasurer, elected or
appointed by the Board of Directors. The Board may also elect or appoint as
officers of the Company a Controller, a General Counsel and one or more Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents,
Deputy General Counsels, Assistant Controllers, Assistant Secretaries, Assistant
Treasurers or Assistant Vice Presidents, and such other officers, as the Board
may from time to time determine. If the Board of Directors shall at any time
elect or appoint both a Chairman and a President, the Board shall specify which
individual is to serve as the Chief Executive Officer of the Company. Any two or
more offices may be held by the same person except that neither the Chairman nor
the President may also hold the office of Secretary. All officers of the Company
shall have such authority and perform such duties in the management of the
property and affairs of the Company as are provided in these By-Laws or as may
be determined by resolution of the Board of Directors and, to the extent not so
provided, as generally pertain to their respective offices, subject to the
control of the Board.
SECTION 4.2 ELECTION AND TERM OF OFFICE. The officers of the Company shall be
elected annually by the Board of Directors at the first regular meeting of the
Board of Directors held after the annual meeting of stockholders. Each officer
shall hold office until his successor is duly elected and qualified or until his
earlier resignation or removal.
SECTION 4.3 REMOVAL. Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the whole
Board of Directors, with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create any contract rights.
SECTION 4.4 VACANCIES. A vacancy in any office by reason of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 4.5 DELEGATION OF DUTIES OF OFFICERS. In case of the absence of any
officer of the Company, or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may temporarily delegate the power or
duties of an officer to any other officer or to any other person.
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SECTION 4.6 THE CHAIRMAN; CHIEF EXECUTIVE OFFICER. If the Board of Directors
shall elect a Chairman, that person when present shall preside at all meetings
of the stockholders and of the Board of Directors. The Chairman shall also have
the power to vote shares of stock registered in the name of the Company and
shall exercise such other powers and duties as from time to time may be provided
in these By-Laws or as may be prescribed by the Board of Directors. If the
Chairman shall be designated as Chief Executive Officer of the Company, he or
she shall have the general management and direction, subject to the authority of
the Board of Directors, of the Company's business and affairs and its officers
and employees, with the power to appoint and to remove and discharge any and all
employees of the Company not elected or appointed directly by the Board. The
Chief Executive Officer shall, upon consultation with the Governance and
Compensation Committee of the Board, fix the salaries and bonuses (if any) of
all officers and executive employees of the Company and its subsidiaries other
than himself.
SECTION 4.7 THE PRESIDENT. If the Board of Directors shall elect a President,
that person when present and in the absence of a Chairman shall preside at all
meetings of the stockholders and of the Board of Directors. If there is no
Chairman, or if the Board of Directors shall designate the President as the
Chief Executive Officer of the Company, the President shall have all of the
powers of the Chief Executive Officer enumerated in the preceding Section. The
President shall also have the power to vote shares of stock registered in the
name of the Company, and shall exercise such other powers and duties as from
time to time may be provided in these By-Laws or as may be prescribed by the
Board of Directors.
SECTION 4.8 VICE CHAIRMAN, EXECUTIVE VICE PRESIDENT, SENIOR VICE PRESIDENT, VICE
PRESIDENT. Each Vice Chairman, Executive Vice President, Senior Vice President
or Vice President of the Company shall perform such duties as may from time to
time be assigned by the Chief Executive Officer or the Board of Directors. The
Chief Executive Officer or the Board of Directors may add words signifying the
function or position to the title of any Vice Chairman, Executive Vice
President, Senior Vice President or Vice President appointed by the Board. The
persons holding the foregoing positions shall each have the power to vote shares
of stock registered in the name of the Company where such ownership interest
constitutes less than 20% of the total voting interest of the corporation
issuing the stock.
SECTION 4.9 THE SECRETARY. The Secretary shall record all of the proceedings of
the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall perform like duties for the standing committees, when
requested; shall have custody and care of the corporate seal, records, minutes
and stock books of the Company; shall keep a suitable record of the addresses of
stockholders and of directors, and shall, except as may be otherwise required by
statute or these By-Laws, issue all notices required for meetings of
stockholders and of the Board of Directors and
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committees thereof. The Secretary shall have authority to cause the seal of the
Company to be affixed to all papers requiring the seal, to attest the same, and
to attest any instruments signed by an officer of the Company. The Secretary
shall perform such other duties as from time to time may be assigned by the
Chairman, the President or the Board of Directors.
SECTION 4.10 THE TREASURER. The Treasurer shall have charge of the safekeeping
of the Company's funds, and shall perform such other duties as may from time to
time be assigned by the Chief Executive Officer or the Board of Directors. The
Treasurer may be required to give bond to the Company, at the Company's expense,
for the faithful discharge of his or her duties in such form and in such amount
and with such sureties as shall be determined by the Board of Directors.
SECTION 4.11 THE CONTROLLER. The Controller shall have charge of the general
accounting department of the Company, and shall see that correct accounts of the
Company's business are properly kept. He or she shall perform such other duties
as from time to time may be assigned by the Chief Executive Officer or the Board
of Directors. The Controller may be required to give bond to the Company, at the
Company's expense, for the faithful discharge of his or her duties in such form
and in such amount and with such sureties as shall be determined by the Board of
Directors.
SECTION 4.12 GENERAL COUNSEL. The General Counsel shall be the chief legal
officer of the Company and shall be responsible for the management of the legal
affairs of the Company. The General Counsel shall perform such other duties as
from time to time may be assigned by the Chief Executive Officer or the Board of
Directors.
SECTION 4.13 DEPUTY GENERAL COUNSEL, ASSISTANT CONTROLLER, ASSISTANT SECRETARY,
ASSISTANT TREASURER AND ASSISTANT VICE PRESIDENT. The Deputy General Counsel
shall assist the General Counsel in such manner and perform such duties as may
be designated from time to time by the General Counsel. Each Assistant Vice
President shall have such duties as may from time to time be assigned by the
Vice President or Vice Presidents to whom he or she reports. Each Assistant
Controller, Assistant Secretary and Assistant Treasurer shall assist the
Controller, the Secretary or the Treasurer, as the case may be, in the
performance of the respective duties of such principal officers. Each Assistant
Secretary shall have the authority to affix the corporate seal to any instrument
requiring it, to attest the same, and to attest any instrument signed by an
officer of the Company. The powers and duties of the Controller, the Secretary,
the Treasurer and the General Counsel, respectively, shall in case of the
absence, disability, death, resignation, or removal from office of such
principal officer, and except as otherwise ordered by the Board of Directors,
temporarily devolve upon the first appointed deputy or assistant who is able to
serve. Deputy or assistant officers shall perform such other duties as may be
assigned to them from time to time. The
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Chief Executive Officer or the Board of Directors may add words signifying
function or position to the title of any deputy or assistant officer.
ARTICLE V
CAPITAL STOCK
SECTION 5.1 CERTIFICATES FOR SHARES. Subject to the provisions of Section 5.2,
every holder of fully paid stock in the Company shall be entitled to have a
certificate or certificates signed in the name of the Company by the Chairman,
the President or any Vice President and by the Secretary or an Assistant
Secretary of the Company, representing and certifying the number of shares of
the Company's capital stock owned by such holder. Any or all of the signatures
on each certificate may be facsimile. In case any officer, transfer agent or
registrar whose signature or facsimile signature appears on a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Company with the same effect as
if such person were such officer, transfer agent or registrar at the date of
issue.
SECTION 5.2 CERTIFICATES FOR FRACTIONAL SHARES. The Board of Directors may
provide that, with respect to classes or series of stock as to which the
issuance and ownership of fractional shares are permitted in accordance with the
Amended and Restated Certificate of Incorporation, the ownership of fractional
interests shall be evidenced by scrip certificates in lieu of the certificates
referred to in Section 5.1 of these By-Laws. Any or all of the signatures on
each scrip certificate may be facsimile. The Board of Directors may specify from
time to time, with respect to any series or class of stock, particular fractions
in which ownership will be permitted and recognized and as to which certificates
will be issued.
SECTION 5.3 REGISTRATION AND TRANSFER OF SHARES. The Company will maintain or
cause to be maintained a register for the registration of shares of its capital
stock. Transfers of shares and exchanges of stock certificates shall be recorded
on the books of the Company only at the request of the holder of record thereof
or by his legal representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Company, and only upon the
surrender for cancellation of the certificate or certificates for such shares.
SECTION 5.4 ONLY HOLDER OF RECORD ENTITLED TO RECOGNITION. The Company shall be
entitled to treat the holder of record of any share or shares as the owner
thereof for all purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
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SECTION 5.5 FIXING RECORD DATE. For the purpose of determining 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 a date as the record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which shall not
be more than sixty nor less than ten days (or, in the case of a meeting to vote
on a merger or consolidation, not more than sixty nor less than twenty days)
before the date of such meeting, nor more than sixty days prior to any other
action. The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be as provided by law. The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. When a determination of stockholders entitled to
notice of or to vote at any meeting of stockholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 5.6 LOST CERTIFICATES. If an outstanding certificate of stock shall be
lost, destroyed or stolen, the holder thereof may have a new certificate issued
to him or her upon producing evidence satisfactory to the Company of such loss,
destruction, or theft, and also upon furnishing to the Company a bond of
indemnity deemed sufficient by the Secretary to protect the Company and any
registrar or transfer agent against claims under the certificate alleged to be
lost, destroyed or stolen; provided, however, that upon good cause shown the
Board of Directors may waive the furnishing of such bond of indemnity.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 EXECUTION OF INSTRUMENTS. Contracts and other written documents of
the Company shall be executed as the Board of Directors may from time to time
direct. In the absence of specific directions by the Board, the officers of the
Company shall duly execute all necessary contracts and other written instruments
properly coming within the scope of their respective powers and duties. When the
execution of any contract or other written instrument of the Company has been
authorized by the Board of Directors without specification of the executing
officers, the Chairman, the President, any Vice Chairman or any Vice President
may execute the same in the name and on behalf of the Company and the Secretary
or any Assistant Secretary may attest the same and affix the corporate seal
thereto.
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SECTION 6.2 LOANS. No loans (except loans for current expenses) shall be
incurred on behalf of the Company and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board of Directors
or a duly authorized committee thereof. Such authority may be general or
confined to specific instances. No loans shall be made by the Company to any
director or officer except upon the affirmative vote of a majority of the
disinterested directors.
SECTION 6.3 BANK DEPOSITS AND CHECK AUTHORIZATION. The funds of the Company
shall be deposited to its credit in such banks, trust companies or other
financial institutions as may be determined from time to time by the Chairman or
President and the Secretary of the Company, evidenced by joint written action.
By such joint written action, filed with the minutes of the Board of Directors,
the Chairman or President together with the Secretary may authorize (a) the
opening of one or more deposit accounts at any such institution and (b) the
designation of, or a change in the designation of, the officers or employees
upon whose signature checks may be written or funds withdrawn on any Company
account at any such institution, provided that the signature of one person other
than the Chairman, President and Secretary shall be required therefor. By the
adoption of this Section 6.3 of these By-Laws the Board of Directors adopts the
form of any resolution or resolutions requested by or acceptable to any
financial institution in connection with the foregoing actions, provided that
the Secretary of the Company (x) believes that the adoption of such resolution
or resolutions is necessary or advisable and (y) files such resolution or
resolutions with the minutes of the Board of Directors.
SECTION 6.4 FISCAL YEAR. The fiscal year of the Company shall begin on the first
Monday after the last Sunday in December of each year and end on the last Sunday
in the following December.
SECTION 6.5 SEAL. The corporate seal shall be in the form of a circle and shall
have inscribed thereon the name of the Company and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, printed or otherwise reproduced. The Board of Directors may
give general authority to any officer to affix the seal of the Company and to
attest the fixing by his or her signature.
SECTION 6.6 WAIVER OF NOTICE. Whenever any notice whatever is required to be
given by statute, by the Amended and Restated Certificate of Incorporation of
the Company, by these By-Laws or otherwise, in connection with any meeting of
stockholders, directors or members of a committee of directors, a written waiver
thereof, signed by the person entitled to such notice, whether before or after
the event as to which such notice is required, shall be deemed equivalent to
such required notice. In addition, attendance by a person at a meeting shall
constitute a waiver of notice of such meeting,
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except when the person attends a meeting for the express purpose of objecting,
at the beginning of such meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice.
ARTICLE VII
AMENDMENTS OF BY-LAWS
SECTION 7.1 Except as otherwise provided in Article VIII hereof, these By-Laws
may be altered, amended or repealed and new by-laws may be made (a) by the
stockholders as provided in the Amended and Restated Certificate of
Incorporation or (b) by the affirmative vote of a majority of the whole Board of
Directors at any regular or special meeting thereof.
ARTICLE VIII
CT DIRECTORS
SECTION 8.1 EFFECTIVENESS AND INTERPRETATION. This Article VIII shall be in
effect from the Effective Time of the Merger, as such terms are defined in the
Agreement and Plan of Merger, dated March 13, 2000, between the Company and The
Times Mirror Company (the "Merger Agreement"), until the earlier of (a) the end
of the term currently provided for in Chandler Trust I and Chandler Trust II
(collectively, the "CTs") without giving effect to any extension thereof or any
amendment of the CTs following the date of the Merger Agreement, and (b) the
sale, distribution or other disposition by the CTs of more than 15% of the
aggregate number of shares of common stock of the Company issued to the CTs in
the Merger. Upon the earlier to occur of the events set forth in clauses (a) and
(b) of the foregoing sentence (the "Article VIII Termination Date"), the terms
and provisions of this Article VIII shall immediately and automatically
terminate and no longer have any force or effect. Upon the termination of
Article VIII pursuant to this Section 8.1, the provisions of these By-Laws,
other than Article VIII, shall be the By-Laws of the Company until amended,
modified or repealed in accordance with the terms hereof. In the event of any
conflict between the provisions of this Article VIII and any other provisions of
these By-Laws or, to the extent that any of the provisions of this Article VIII
overlap with and/or are more specific or more restrictive than any other
provisions contained in these By-Laws, the provisions of this Article VIII shall
govern.
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SECTION 8.2 CT NOMINATING COMMITTEES. There is hereby established a committee of
the Board of Directors to be known as the CT Nominating Committee. The CT
Nominating Committee shall be comprised exclusively of the CT Directors. "CT
Directors" means (i) the three directors designated as such in Schedule 6.8 of
the Merger Agreement and (ii) each other director nominated or appointed by the
CT Nominating Committee in accordance with this Article VIII.
SECTION 8.3 CT NOMINATING PROCEDURES.
SECTION 8.3.1 Prior to each meeting of the stockholders of the Company at which
directors are to be elected, in addition to any other persons nominated by the
Board of Directors or another committee, the CT Nominating Committee shall
nominate such number of persons, if any, as may be necessary to ensure that,
assuming the election of such person or persons nominated by the CT Nominating
Committee, there will be three CT Directors on the Board of Directors following
such election. So long as the Board of Directors shall remain classified into
three classes, one CT Director shall serve in each class. Neither the Board of
Directors nor any other committee thereof shall nominate any person in
opposition to the person or persons nominated by the CT Nominating Committee.
SECTION 8.3.2 At each meeting of the stockholders at which directors are to be
elected, in addition to presenting nominees for other directorships, the officer
of the Company presiding at such meeting shall present for election, on behalf
of the CT Nominating Committee, any person or persons nominated by the CT
Nominating Committee in accordance with paragraph 8.3.1 above, and such
nomination shall be deemed for purposes of Section 3.2.2 hereof to be made at
the direction of the Board of Directors.
SECTION 8.4 CT DIRECTOR VACANCIES. If any CT Director is removed from the Board
of Directors, resigns, retires, dies or otherwise cannot continue to serve as a
member of the Board of Directors, then the remaining members of the CT
Nominating Committee shall have the exclusive authority to appoint a person to
fill such vacancy, and the person so appointed shall become a member of the CT
Nominating Committee.
SECTION 8.5 CT DIRECTOR SERVICE ON BOARD COMMITTEES. Subject to the CT Director
meeting applicable independence criteria for service on audit and compensation
committees, at least one CT Director shall serve on each of the committees of
the Board of Directors, unless otherwise agreed by the CT Nominating Committee.
SECTION 8.6 ARTICLE VIII AMENDMENT. No provision of this Article VIII (for so
long as such Article VIII is in effect) may be altered, amended or repealed, nor
may any provision inconsistent therewith be adopted, including by means of
merger, consolidation, asset transfer or other transaction with any affiliated
entity in which the Company is not the surviving or continuing entity, except by
the affirmative vote of all
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of the holders of the outstanding stock of the Company entitled to vote or all
of the members of the Board of Directors.
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