Exhibit 3.15
CERTIFICATE OF INCORPORATION
OF
FP REAL ESTATE CORPORATION
The undersigned, incorder to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law,
FIRST: The name of the Corporation is FP Real Estate 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 Delware.
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 tis
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
exisiting at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on November 28, 1990.
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Beverly C. Chell
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FP REAL ESTATE CORPORATION
* * * * * * *
Pursuant to Section 242 of the General Corporation
Law of the State of Delaware
* * * * * * *
FP Real Estate 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
Yearbook Corp."
2
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 FP Real Estate Corporation has caused
this certificate to be signed by Charles G. McCurdy, its President, and attested
by Beverly C. Chell, its Secretary, the 16th day of January, 1991.
K-III MANAGEMENT CORPORATION,
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Charles G. McCurdy
Vice President
Attest:
By
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Beverly C. Chell
Secretary