Exhibit 3.13
CERTIFICATE OF INCORPORATION
OF
FUNK & WAGNALLS ACQUISITION CORPORATION
The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law, hereby certifies that:
FIRST: The name of the Corporation is Funk &
Wagnalls Acquisition Corporation.
SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
THIRD: The purpose of the Corporation is to
engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of stock that
the Corporation is authorized to issue is 1,000 shares of
Common Stock par value $.01 each.
FIFTH: The name and address of the incorporator
is Beverly C. Chell, 717 Fifth Avenue, New York City,
New York 10022.
SIXTH: The Board of Directors of the Corporation
acting by majority vote, may alter, amend or repeal the By-
laws of the Corporation.
SEVENTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article SEVENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on November 28, 1990.
------------------------------
Beverly C. Chell
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FUNK & WAGNALLS ACQUISITION CORPORATION
* * * * * * *
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE
* * * * * * *
Funk & Wagnalls Acquisition Corporation a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (hereinafter called the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by
unanimous written consent of its members, filed with the minutes of the Board,
duly adopted resolutions setting forth a proposed amendment to the Certificate
of Incorporation of said Corporation, declaring said amendment to be advisable
and proposing such amendment to the sole stockholder of said Corporation for
such stockholder's consideration. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of
the Corporation be amended by deleting Article FIRST thereof
in its entirety and substituting
in lieu of said Article the following
new Article: FIRST: The name of the
Corporation is Funk & Wagnalls
Corporation".
SECOND: That thereafter, upon written waiver of notice any by
written consent, filed with the minutes of the Corporation, the sole stockholder
approved said amendment as proposed by the Board of Directors.
THIRD: The amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Funk & Wagnalls Acquisition
Corporation has caused this Certificate to be signed by Charles G. McCurdy, its
President, and attested by Beverly C. Chell, its Secretary, the 13th day of
June, 1991.
Funk & Wagnalls Acquisition
Corporation
--------------------------------------
Charles G. McCurdy
Vice President
ATTEST:
By: __________________
Beverly C. Chell
Secretary
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FUNK & WAGNALLS CORPORATION
* * * * * * *
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE
Funk & Wagnalls Corporation, a corporation organized and
existing under and by virtue of the Delaware General Corporation Law
(hereinafter called the "Corporation"). DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the Board duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
proposing such amendment to the sole stockholder of the Corporation for such
stockholder's consideration. The resolution setting forth the proposed amendment
as follows:
"RESOLVED, that the Board of Directors hereby deems it
advisable and in the best interests of the Corporation and its
stockholders that the Certificate of Incorporation of the Corporation
(the "Charter") be amended by deleting Article FIRST thereof in its
entirety and by substituting, in lieu of said Article, the following
new Article:
FIRST: The name of the Corporation is K-III Reference Corporation; and
RESOLVED, that the foregoing amendment to the Charter be, and
the same hereby is, approved and adopted, subject to the approval of
such amendment by the sole stockholder of the Corporation; and further
RESOLVED, that the submission of the
foregoing amendment for approval by the sole
stockholder of the Corporation be, and the same
hereby is, approved."
SECOND: That thereafter, by written consent filed with the minutes of
the Corporation, the sole stockholder approved said amendment as adopted by the
Board of Directors.
THIRD: That the above amendment was duly adopted in accordance with the
provisions of Section 242 General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Funk & Wagnalls Corporation has caused this
certificate to be signed by Curtis A. Thompson, Vice President, and attested by
Beverly C. Chell, Secretary, this 19th day of December, 1995.
Funk & Wagnalls Corporation
By:
-------------------------
Curtis A. Thompson
Vice President
ATTEST:
By:
-----------------------------
Beverly C. Chell
Secretary
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
K-III REFERENCE CORPORATION, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly
adopted resolutions setting forth and declaring advisable a proposed amendment
to the Certificate of Incorporation of said Corporation:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by changing the First Article so that,
as amended, said Article shall be and read as follows: "The
name of the Corporation is PRIMEDIA Reference Inc."
SECOND: That by written consent, filed with the minutes of the
Corporation, the sole stockholder approved said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment to the Corporation's
Certificate of Incorporation was duly adopted in accordance with the applicable
provisions of Section 242 and Section 228 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said K-III Reference Corporation has caused this
certificate to be executed by BEVERLY CHELL, its authorized officer, on this
14th day of November, 1997
By__________________________
Name: Beverly C. Chell
Title: Vice Chairman & Secretary
2
CERTIFICATE OF AMENDMENT
to the
CERTIFICATE OF INCORPORATION
of
PRIMEDIA REFERENCE INC.
PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
PRIMEDIA Reference Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"),
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST. That the Board of Directors of the Corporation by unanimous
written consent duly executed in accordance with Section 141(f) of the General
Corporation Law of the State of Delaware has duly adopted a resolution setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring such amendment to be advisable and declaring that it is
advisable that the stockholders of the Corporation adopt resolutions approving
such amendment. Pursuant to the proposed amendment, ARTICLE I of the Certificate
of Incorporation of the Corporation shall be amended to read in its entirety as
follows:
"ARTICLE I
The name of the corporation (the "Corporation") is World Almanac
Education Group, Inc."
SECOND. That thereafter the foregoing amendment was approved by a
majority of the stockholders of the Corporation.
THIRD. That said amendment was duly adopted in accordance with the
provisions of Sections 228 and 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment has been made under the
seal of the Corporation and has been signed by the undersigned, Charles L.
Laurey, Secretary of the Corporation, this 23rd day of December 1999.
---------------------------
Name: Charles L. Laurey
Title: Secretary
2