<Page>
EXHIBIT 3.15
ARTICLES OF INCORPORATION OF EDUCATIONAL COMMUNICATIONS, INC.
WITH ALL AMENDMENTS (f/k/a MERIT PUBLISHING COMPANY)
<Page>
- --------------------------------------------------------------------------------
STATEMENT FOR CORPORATION No. 952 GEO E Cole & Co. Chicago
FOR PECUNIARY PROFIT-Illinois (Revised July 1949) Legal Blanks
================================================================================
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ
CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE.)
STATE OF ILLINOIS, )
) ss.
COOK COUNTY. )
- ---------------------
We, the undersigned,
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------
Address
Name Number Street City State
- --------------------------------------------------------------------------------------------------------------
Paul C. Krouse 6417 N. Damen Chicago, Illinois
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</Table>
being natural persons of the age of twenty-one years or more and subscribers to
the shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State of
Illinois, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: MERIT PUBLISHING COMPANY
------------------------------------------
ARTICLE TWO
The ADDRESS of its initial registered office in the State of Illinois is:
69 W. WASHINGTON ST., Street, in the CITY of CHICAGO (60602) County of COOK and
- --------------------- ---- ------- ----
the NAME of its initial Registered Agent at SAID ADDRESS is: PAUL C. KROUSE
--------------------
2
<Page>
ARTICLE THREE
The duration of the corporation is: PERPETUAL
---------------------------------
Secretary of State
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To publish and cause to be produced written literature of all types
for the purpose of resale; but not to act, in any way, as a printing company.
And to hold, buy or sell real estate or other property in furtherance
of the corporate business.
ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is
authorized to issue is 500, divided into ONE classes. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:
<Table>
<Caption>
Series Number of Par value per share or statement that
Class (if any) Shares shares are without par value
Common None 500 no par value
</Table>
Paragraph 2. The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
NONE
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
<Table>
<Caption>
Total consideration to be
Class of shares Number of shares received therefor:
Common 500 $1000.00
$
$
</Table>
3
<Page>
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the shareholders
is: TWO.
ARTICLE NINE
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ NONE
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $ NONE
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ 5000.00
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $ 5000.00
X /s/ Paul C. Krouse
-------------------------------
-------------------------------
-------------------------------
------------------------------- Incorporators.
-------------------------------
-------------------------------
-------------------------------
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS, )
) ss.
COOK COUNTY. )
- -------------
I, LAWRENCE ROCHELL, a Notary Public do hereby certify that on the
-------------------
4 day of MAY ,1967,
- ---------- --------- ---------------------------------------
(Names of Incorporators)
PAUL C. KROUSE
- --------------------------------------------------------------------------------
personally appeared before me and being first duly sworn by me severally
acknowledged that they signed signed the foregoing document in the respective
capacities therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
4
<Page>
Place /s/ Lawrence Rochell
--------------------------------------
NOTARIAL SEAL Notary Public.
Here
FORM BCA-55
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MERIT PUBLISHING COMPANY
(Exact Corporate Name)
To JOHN W. LEWIS
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
MERIT PUBLISHING COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
THAT THE NAME OF THE CORPORATION BE AMENDED TO "EDUCATIONAL
COMMUNICATIONS, INC."
<Table>
(Disregard separation into ARTICLE THIRD: the number of shares of the
classes if class voting does
not apply to the amendment corporation outstanding at the time of the adoption of said
voted on.)
amendment or amendments was FIVE HUNDRED; and the
number of shares of each class entitled to vote as a class on the
adoption of said amendments or amendments, and the designation
</Table>
5
<Page>
<Table>
of each such class were as follows:
Class Number of Shares
(Disregard separation into ARTICLE FOURTH: The number of shares voted for
classes if class voting does
not apply to the amendment said amendment or amendments was FIVE HUNDRED; and the
voted on.) -------------
number of shares voted against said amendment
amendments was NONE. The number of shares of each class entitled to vote
----
or as a class voted for and against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
(Disregard these items Item 1. On the date of the adoption of this amendment, restating
unless the amendment
restates the articles of the articles of incorporation, the corporation had ______ shares
incorporation.)
issued, itemized as follows:
Class Series Number of Par value per share or
(If Any) Shares statement that shares are
without par value
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated capital
of $_______ and a paid-in surplus of $________ or a total of
$____________.
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment
contains no such reclassification, or cancellation of issued shares, or a reduction of
provisions.)
the number of authorized shares of any class below the number of
issued shares of that class, provided for in, or effected by, this
amendment, is as follows:
</Table>
6
<Page>
<Table>
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not
affect stated capital or paid- said amendment or amendments effect a change in the amount of
in surplus.)
stated capital or the amount of paid-in surplus, or both, is as
follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in
where amendment does not
affect stated capital or paid- surplus as changed by this amendment are as follows:
in surplus.)
<Caption>
Before Amendment After Amendment
Stated capital........... $1000.00 $ 1,000.00
Paid-in surplus.......... $ NONE $ NONE
</Table>
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be executed in its name by its _______________
President, and its corporate seal to be hereto affixed, attested by its
__________________ Secretary, this 14th day of AUGUST, 1972.
---- ------- --
Place MERIT PUBLISHING COMPANY
CORPORATE SEAL (Exact Corporate Name)
Here
By: /s/ Paul C. Krouse
- ----------------------------- --------------------------------
Its Secretary Its President
STATE OF ILLINOIS )
---------------------
) ss.
COUNTY OF COOK )
--------------------
I VERONICA MAKOWSKI, a Notary Public, do hereby certify that on the 14 day
-------------------- ---
of AUGUST 1972, PAUL C. KROUSE personally appeared before me and, being first
-------- -- ---------------
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Veronica Makowski
Place ----------------------------------
NOTARIAL SEAL Notary Public.
Here
7
<Page>
FORM BCA-55
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EDUCATIONAL COMMUNICATIONS, INC.
(Exact Corporate Name)
To MICHAEL J. HOWLETT
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
EDUCATIONAL COMMUNICATIONS, INC.
ARTICLE SECOND: The following amendment or amendments were adopted
in the manner prescribed by "The Business Corporation Act" of the State of
Illinois: Article Five of the Articles of Incorporation shall be amended to read
as follows:
"Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 700 divided into two classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
<Table>
<Caption>
Class Series Number of Par value per share or
(If Any) Shares statement that shares are
without par value
Common stock None No par value
Preferred stock None $1,000 per share
</Table>
8
<Page>
"Paragraph 2: The preference and the stations, limitations, restrictions and the
special of relative rights in respect of on or set apart for the common shares.
Subject to the foregoing provisions, the preferred stock shall not be entitled
to payment from any other surplus or net profits of the corporation.
"In the event of any dissolution, liquidation or winding up of the corporation
or a sale of all its assets, or in the event of its insolvency, or upon any
distribution of its capital, there shall be paid to the holders of the preferred
stock its par value of One Thousand Dollars ($1,000.00) per share plus the
amount of all unpaid dividends accrued thereon without interest before any sum
shall be paid to or any assets distributed among the holders of the common
shares. After such payment to the holders of the preferred stock, the remaining
assets and funds of the corporation shall be divided among and paid to the
holders of the common shares in proportion to their holdings of such shares. For
purposes hereof the voluntary sale, lease, exchange or transfer (for cash shares
of stock, securities or other consideration) of all or substantially all its
property or assets to, or a consolidation or merger of the corporation with one
or more corporations shall not be deemed to be a liquidation, dissolution or
winding up of the corporation.
"The corporation may redeem the whole or any part of the preferred shares at the
option of the board of directors on any dividend date by paying therefor in cash
the sum of One Thousand Dollars ($1,000.00) per share in addition to an amount
equal to all dividends thereon declared but unpaid on the date fixed for such
redemption. At least forty days' previous notice in writing shall be given by
registered mail to the holders of such preferred stock at their addresses as set
forth in the records of the said corporation. On or before the date set in such
notice for such redemption, the holders of such preferred stock shall deliver
the certificates thereof to the treasurer of the said corporation at the place
designated in the notice and shall receive the price hereinbefore set forth for
such redemption. In the event that all of such stock is not so redeemed, new
certificates shall thereupon be issued to the holders thereof for the remaining
shares of such stock still held by them. In the event that any holder of such
preferred stock shall fail on or before the date fixed for redemption to deliver
arid surrender such certificate to the treasurer of such corporation for
redemption and to accept the amount to be paid therefor, funds necessary for
such redemption shall be set apart by the said corporation and held in a special
fund for the payment of such redemption price. The holder of such stock shall
thereafter be entitled at any time to deliver and surrender the shares of stock
held by him and to receive the amount so set aside for his benefit without any
interest thereon. After the making of such deposit, the said corporation shall
not be liable to pay to the holder of such stock any dividends as called for
therein for the period after the date of such deposit, and all rights of the
holder of such preferred stock as stated in this certificate of incorporation,
the bylaws or otherwise, shall at once cease and determine, and the holder of
such stock shall thereafter have only the right to receive the amount so
deposited, upon surrender of such stock. Any moneys so set aside by the
corporation and unclaimed at the end of six years from the date designated for
such redemption shall revert to the general funds of the corporation after which
reversion the holders of such stock so called for redemption shall look only to
the corporation for payment of the redemption price and such stock shall still
not be deemed to be outstanding.
"As long as any of the preferred stock is outstanding the corporation shall not,
without the affirmative vote or consent of the holders of at least 66-2/3% of
the preferred stock at the time outstanding (i) increase the authorized amount
of the preferred stock, (ii) create any other class
9
<Page>
of stock ranking prior to or on a parity with the preferred stock either as to
dividends or upon liquidation or increase the authorized number of shares of any
such other class of stock or (iii) amend, alter or repeal any of the provisions
hereof so as adversely to affect the preferences, rights or powers of the
preferred stock. At no time shall the corporation declare and pay dividends on
or otherwise make any distributions with respect to the common stock if at such
time the corporation shall be in default with respect to any dividend payable on
or any obligation to retire shares of the preferred stock."
the shares of each class are:
"The owners of the preferred stock shall be entitled to receive dividends
thereon at the rate of seven per cent (7%) per annum and no more payable out of
the surplus or net profits of the corporation quarterly, half-yearly or yearly,
as and when declared by the board of directors before any dividend shall be
declared, set apart for or paid upon the common stock of the corporation. The
dividends on the preferred stock shall be cumulative so that if the corporation
fails in any fiscal year to pay such dividends on all the issued and outstanding
preferred stock, such deficiencies and dividends shall be fully paid but without
interest before any dividends shall be paid
<Table>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does
not apply to the amendment corporation outstanding at the time of the adoption of said
voted on.)
amendment or amendments was 500; and the number
of shares of each class entitled to vote as a class on the adoption
of said amendment or amendments, and the designation of each
such class were as follows:
CLASS NUMBER OF SHARES
(Disregard separation into ARTICLE FOURTH: The number of shares voted for said
classes if class voting does
not apply to the amendment amendment or amendments was 500; and the number
voted on.)
of shares voted against said amendment or amendments was
______________. The number of shares of each class entitled to
vote as a class voted for and against said amendment
or amendments, respectively, was:
</Table>
10
<Page>
<Table>
CLASS NUMBER OF SHARES VOTED
FOR AGAINST
(Disregard these items Item 1. On the date of the adoption of this amendment, restating
unless the amendment
restates the articles of the articles of incorporation, the corporation had ______ shares
incorporation.)
issued, itemized as follows:
CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR
(IF ANY) SHARES STATEMENT THAT SHARES ARE
WITHOUT PAR VALUE
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated capital
of $_______ and a paid in surplus of $________ or a total of
$____________.
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment
contains no such reclassification, or cancellation of issued shares, or a reduction of
provisions.)
the number of authorized shares of any class below the number of
issued shares of that class, provided for in, or effected by, this
amendment, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not
affect stated capital or paid- said amendment or amendments effect a change in the amount of
in surplus.)
stated capital or the amount of paid-in surplus, or both, is as
follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in
where amendment does not
affect stated capital or paid- surplus as changed by this amendment are as follows:
in surplus.)
</Table>
11
<Page>
<Table>
<Caption>
BEFORE AMENDMENT AFTER AMENDMENT
Stated capital........... $ \ $ \
Paid-in surplus.......... $ $
</Table>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its _______________ President, and
its corporate seal to be hereto affixed, attested by its __________________
Secretary, this 16TH day of DECEMBER, 1974.
-------- --
EDUCATIONAL COMMUNICATIONS, INC.
Place (Exact Corporate Name)
CORPORATE SEAL
Here
By: /s/ Paul C. Krouse
- --------------------------------- -------------------------------
Its Secretary Its President
(Jerald A. Lavin) (Paul C. Krouse)
STATE OF ILLINOIS, )
-------------
) ss.
COUNTY OF COOK )
------------
I CHRISTINE A. BAKER, a Notary Public, do hereby certify that on the 16TH
------------------ -----
day of DECEMBER 1974, PAUL C. KROUSE personally appeared before me and, being
-------- -- ---------------
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Christine A. Baker
Place -----------------------------------
NOTARIAL SEAL Notary Public.
Here
12
<Page>
FORM BCA-55
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EDUCATIONAL COMMUNICATIONS, INC.
(Exact Corporate Name)
To MICHAEL J. HOWLETT
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
EDUCATIONAL COMMUNICATIONS, INC.
ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois: Article Five of the Articles of Incorporation shall be amended to read
as follows:
"Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 950 divided into two classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
<Table>
<Caption>
Class Series Number of Par value per share or
(If Any) Shares statement that shares are
without par value
Common Sock None 500 No par value
Preferred Sock None 450 $1,000 per share
</Table>
13
<Page>
"Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect apart for the common shares. Subject to
the foregoing provisions, the preferred stock shall not be entitled to payment
from any other surplus or net profits of the corporation.
"In the event of any dissolution, liquidation or winding up of the corporation
or a sale of all its assets, or in the event of its insolvency, or upon any
distribution of its capital, there shall be paid to the holders of the preferred
stock its par value of ONE THOUSAND DOLLARS ($1,000.00) per share plus the
amount of all unpaid dividends accrued thereon without interest before any sum
shall be paid to or any assets distributed among the holders of the common
shares. After such payment to the holders of the preferred stock, the remaining
assets and funds of the corporation shall be divided among and paid to the
holders of the common shares in proportion to their holdings of such shares. For
purposes hereof the voluntary sale, lease, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or substantially all
its property or assets to, or a consolidation or merger of the corporation with
one or more corporations shall not be deemed to be a liquidation, dissolution or
winding up of the corporation.
"The corporation may redeem the whole or any part of the preferred shares at the
option of the board of directors on any dividend date by paying therefor in cash
the sum of ONE THOUSAND DOLLARS ($1,000.00) per share in addition to an amount
equal to all dividends thereon declared but unpaid on the date fixed for such
redemption. At least forty days' previous notice in writing shall be given by
registered mail to the holders of such preferred stock at their addresses as set
forth in the records of the said corporation; or before the date set in such
notice for such redemption, the holders of such preferred stock shall deliver
the certificates thereof to the treasurer of the said corporation at the place
designated in the notice and shall receive the price hereinbefore set forth for
such redemption. In the event that all of such stock is not so redeemed, new
certificates shall thereupon be issued to the holders thereof for the remaining
shares of such stock still held by them. In the event that any holder of such
preferred stock shall fail on or before the date fixed for redemption to deliver
and surrender such certificate to the treasurer of such corporation for
redemption and to accept the amount to be paid therefor, funds necessary for
such redemption shall be set apart by the said corporation and held in a special
fund for the payment of such redemption price. The holder of such stock shall
thereafter be entitled at any time to deliver and surrender the shares of stock
held by him and to receive the amount so set aside for his benefit without any
interest thereon. After the making of such deposit, the said corporation shall
not be liable to pay to the holder of such stock any dividends as called for
therein for the period after the date of such deposit, and all rights of the
holder of such preferred stock as stated in this certificate of incorporation,
the bylaws of otherwise, shall at once cease and determine, and the holder of
such stock shall thereafter have only the right to receive the amount so
deposited, upon surrender of such stock. Any moneys so set aside by the
corporation and unclaimed at the end of six years from the date designated for
such redemption shall revert to the general funds of the corporation after which
reversion the holders of such stock so called for redemption shall look only to
the corporation for payment of the redemption price and such stock shall still
not be deemed to be outstanding.
"As long as any of the preferred stock is outstanding the corporation shall not,
without the affirmative vote or consent of the holders of at least 66-2/3% of
the preferred stock at the time outstanding (i) increase the authorized amount
of the preferred stock, (ii) create any other class
14
<Page>
of stock ranking prior to or on a parity with the preferred stock either as to
dividends or upon liquidation or increase the authorized number of shares of any
such other class of stock or (iii) amend, alter or repeal any of the provisions
hereof so as adversely to affect the preferences, rights or powers of the
preferred stock. At no time shall the corporation declare and pay dividends on
or otherwise make any distributions with respect to the common stock, if at such
time the corporation shall be in default with respect to any dividend payable on
or any obligation to retire shares of the preferred stock.
of the shares of each class are:
"The owners of the preferred stock shall be entitled to receive dividends
thereon at the rate of seven per cent (7%) per annum and no more payable out of
the surplus or net profits of the corporation quarterly, half-yearly of yearly,
as and when declared by the board of directors before any dividend shall be
declared, set apart for or paid upon the common stock of the corporation. The
dividends on the preferred stock shall be cumulative so that if the corporation
fails in any fiscal year to pay such dividends on all the issued and outstanding
preferred stock, such deficiencies and dividends shall be fully paid but without
interest before any dividends shall be paid on or set
<Table>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does
not apply to the amendment corporation outstanding at the time of the adoption of said
voted on.)
amendment or amendments was 700; and the number
------
of shares of each class entitled to vote as a class on the adoption
of said amendment or amendments, and the designation of each
such class were as follows:
Class Number of Shares
Common 500
Preferred 200
(Disregard separation into ARTICLE FOURTH: The number of shares voted for said
classes if class voting does
not apply to the amendment amendment or amendments was 700; and the number of
voted on.) ------
shares voted against said amendment or amendments was
NONE. The number of shares of each class entitled to vote as
</Table>
15
<Page>
<Table>
a class voted for and against said amendment or amendments,
respectively, was:
CLASS NUMBER OF SHARES VOTED
FOR AGAINST
(Disregard these items Item 1. On the date of the adoption of this amendment, restating
unless the amendment
restates the articles of the articles of incorporation, the corporation had ______ shares
incorporation.)
issued, itemized as follows:
CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR
(IF ANY) SHARES STATEMENT THAT SHARES ARE
WITHOUT PAR VALUE
Item 2. On the date of the adoption of this amendment restating
the articles of incorporation, the corporation had a stated capital
of $_______ and a paid-in surplus of $________ or a total of
$____________.
(Disregard this article ARTICLE FIFTH: The manner in which the exchange,
where the amendment
contains no such reclassification, or cancellation of issued shares, or a reduction of
provisions.)
the number of authorized shares of any class below the number of
issued shares of that class, provided for in, or effected by, this
amendment, is as follows:
(Disregard this paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not
affect stated capital or paid- said amendment or amendments effect a change in the amount of
in surplus.)
stated capital or the amount of paid-in surplus, or both, is as
follows:
</Table>
16
<Page>
<Table>
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in
where amendment does not
affect stated capital or paid- surplus as changed by this amendment are as follows:
in surplus.)
</Table>
<Table>
<Caption>
Before Amendment After Amendment
Stated capital.......... $ $
Paid-in surplus......... $ $
</Table>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its VICE President, and its corporate
------
seal to be hereto affixed, attested by its __________________ Secretary, this
27TH day of MARCH, 1978.
- ----- ------ --
Educational Communications, Inc.
Place --------------------------------
CORPORATE SEAL (Exact Corporate Name)
Here
ATTEST: By: /s/ Jerald A Lavin
------------------
- -----------------------
Its Secretary Its Vice President
(Jerald A. Lavin)
STATE OF ILLINOIS, )
----------
) ss.
COUNTY OF COOK )
---------
I _________________, a Notary Public, do hereby certify that on the 27th
----
day of MARCH 1978, JERALD A. LAVIN personally appeared before me and, being
----- -- ---------------
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Place ---------------------------------------
NOTARIAL SEAL Notary Public.
Here
17
<Page>
FORM BCA-69a
ARTICLES OF MERGER
OF DOMESTIC AND FOREIGN CORPORATION
(Strike Inapplicable Words)
-----------------
To Secretary of State,
The undersigned corporations, pursuant to Section 69a of "The Business
Corporation Act" of the State of Illinois, hereby execute the following articles
of merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
States under the laws of which such corporation are organized, are as follows:
<Table>
<Caption>
Name of Corporation State of Incorporation
Educational Communications Companies, Inc. Delaware
- ----------------------------------------------------------------- -----------------------------
Educational Communications, Inc. Illinois
- ----------------------------------------------------------------- -----------------------------
Educational Communications Real Estate and Investment Corporation Illinois
- ----------------------------------------------------------------- -----------------------------
Who's Who Among Black Americans, Inc. Delaware
- ----------------------------------------------------------------- -----------------------------
- ----------------------------------------------------------------- -----------------------------
</Table>
ARTICLE TWO
The laws of ILLINOIS AND DELAWARE the States under which such foreign
-----------------------
corporations are organized, permit such merger.
ARTICLE THREE
The name of the surviving corporation shall be EDUCATIONAL COMMUNICATIONS,
----------------------------
INC. and is shall be governed by the laws of the State of ILLINOIS
- ---- ---------
18
<Page>
ARTICLE FOUR
The plan of merger is as follows:
See attached Agreement and Plan of Merger attached hereto and by this
reference incorporated herein.
ARTICLE FIVE
As to each corporation, the number of shares outstanding, the number of
shares entitled to vote, and the number and designation of the shares of any
class entitled to vote as a class, are:
<Table>
<Caption>
Name of Corporation Total Total Designation Number
Number of Number of Class of Shares
Shares of Shares Entitled of Such
Outstanding Entitled to to Vote Class
Vote as a Class (if any)
(if any)
Educational Communications Companies, Inc. 450 450 -- --
- -------------------------------------------- ----------- --------- ----------- ---------
Preferred
Educational Communications, Inc. 855 855 Stock 405
- -------------------------------------------- ----------- --------- ----------- ---------
Educational Communications Real Estate and
Investment Corporation 1,000 1,000 -- --
- -------------------------------------------- ----------- --------- ----------- ---------
Who's Who Among Black Americans, Inc. 198 198 -- --
- -------------------------------------------- ----------- --------- ----------- ---------
</Table>
NOTE: On the date of adoption of the plan of merger an additional 117 shares
were held in treasury and not entitled to vote:
<Table>
<Caption>
Name of Corporation Class Number of Shares
Educational Communications, Inc. Preferred 45
Educational Communications, Inc. Common 50
Who's Who Among Black Americans, Inc. Common 22
</Table>
19
<Page>
ARTICLE SIX
As to each corporation, the number of shares voted for and against the
plan, respectively, and the number of shares of any class entitled to vote as a
class voted for and against the plan, are:
<Table>
<Caption>
Name of Corporation Total Total Class Shares Shares
Shares Shares Voted for Voted
Voted for Voted Against
Against
Educational Communications, Companies, Inc. 450 -0- -- -- --
- ------------------------------------------- --------- ------- ------- --------- -------
Educational Communications, Inc. 855 -0- Pref. 405 -0-
- ------------------------------------------- --------- ------- ------- --------- -------
Educational Communications Real Estate
and Investment Corporation 1,000 -0- -- -- --
- ------------------------------------------- --------- ------- ------- --------- -------
Who's Who Among Black Americans, Inc. 198 -0- --
- ------------------------------------------- --------- ------- ------- --------- -------
- ------------------------------------------- --------- ------- ------- --------- -------
</Table>
20
<Page>
ARTICLE SEVEN
All Provisions of the laws of the State of Illinois and the State of
DELAWARE applicable to the proposed merger have been complied with.
IN WITNESS WHEREOF each of the undersigned corporations has caused these
articles of merger to be executed in its name by its president or vice president
and its corporate seal to be hereunto affixed, attested by its secretary or
assistance secretary, this 28TH day of MARCH, 1984.
Place Corporate -Educational Communications Companies, Inc.
Seal Here
By: /s/ Paul C. Krouse
------------------------------------
Its President
ATTEST:
/s/ Ann W. Krouse
- ---------------------
Its Secretary
Place Corporate Educational Communications, Inc.
Seal Here
By: /s/ Paul C. Krouse
------------------------------------
Its President
ATTEST:
/s/ Ann W. Krouse
- ---------------------
Its Secretary
See attached for signatures for the two additional merging corporations.
As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.
21
<Page>
EDUCATION COMMUNICATION REAL ESTATE
AND INVESTMENT CORPORATION
An Illinois corporation
(CORPORATE SEAL)
ATTEST:
/s/ Paul C. Krouse By: /s/ Ann W. Krouse
- --------------------- -------------------------------------
Secretary President
WHO'S WHO AMONG BLACK AMERICANS, INC. A
Delaware corporation
(CORPORATE SEAL)
ATTEST:
/s/ Ann W. Krouse By: /s/ Paul C. Krouse
- --------------------- -------------------------------------
Secretary President
22
<Page>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated the 28th day of March, 1984 pursuant to
Section 252 of the General Corporation Law of the State of Delaware and Section
69a of The Business Corporation Act of the State of Illinois among EDUCATIONAL
COMMUNICATIONS COMPANIES, INC., a Delaware corporation ("COMMUNICATIONS"),
EDUCATIONAL COMMUNICATIONS REAL ESTATE AND INVESTMENT CORPORATION, an Illinois
corporation ("REAL ESTATE"), WHO'S WHO AMONG BLACK AMERICANS, INC., a Delaware
corporation ("WHO'S WHO"), said corporations hereinafter sometimes referred to
jointly as the "Merged Corporations", and EDUCATIONAL COMMUNICATIONS, INC., an
Illinois corporation ("ECI" or the "Surviving Corporation"), all of said
corporations hereinafter sometimes referred to jointly as the "Constituent
Corporations".
PRELIMINARY RECITALS
1. The respective Boards of Directors of the Constituent Corporations
deem it advisable to merge the Merged Corporations into ECI as the surviving
corporation.
2. COMMUNICATIONS is authorized to issue 405 shares of Preferred Stock,
par value $1,000 per share, none of which is issued or outstanding, and 450
shares of Common Stock without par value, all of which are issued and
outstanding.
3. ECI is authorized to issue 450 Preferred Shares, par value $1,000 per
share, 405 of which are issued and outstanding, and 45 of which are held in
treasury, and 500 Common Shares without par value, 450 of which are issued and
outstanding and 50 of which are held in treasury. COMMUNICATIONS owns all of the
issued and outstanding Preferred and Common Shares of ECI.
4. REAL ESTATE is authorized to issue 10,000 Common Shares without par
value, 1,000 of which are issued and outstanding and owned by ECI.
5. WHO'S WHO is authorized to issue 220 shares of Common Stock without
par value, 198 of which are issued and outstanding and owned by ECI, and 22 of
which are held in treasury.
6. The registered office of both COMMUNICATIONS and WHO'S WHO in the
State of Delaware is located at number 100 West Tenth Street in the City of
Wilmington, County of New Castle, and the name of the registered agent of both
corporations at said address is The Corporation Trust Company. The registered
office of both ECI and REAL ESTATE in the State of Illinois is located at 208
South LaSalle Street, Suite 550, in the City of Chicago, County of Cook, and the
name of the registered agent of both corporations at said address is Michael E.
Fox.
NOW, THEREFORE, the Constituent Corporations, in consideration of the
mutual covenants, agreements and provisions hereinafter contained, do hereby
prescribe and AGREE to the terms and conditions of said merger and mode of
carrying the same into effect as follows:
23
<Page>
ARTICLE FIRST: The Constituent Corporations shall be merged into a single
corporation in accordance with the applicable provisions of the laws of the
State of Illinois and the State of Delaware by the Merged Corporations merging
into ECI, which shall be the surviving corporation and shall be governed by the
laws of the State of Illinois.
ARTICLE SECOND: The Articles of Incorporation of ECI shall be the Articles
of Incorporation of the Surviving Corporation, except that the same is hereby
amended upon effectiveness of the merger by changing Article Five thereof so as
to read in its entirety as follows:
"ARTICLE FIVE
Paragraph 1. The aggregate number of shares which the corporation is
authorized to issue is 1,000, divided into one class. The designation of
each class, the number of shares of each class, and the par value, if any,
of the shares of each class, or a statement that the shares of any class
are without par value, are as follows:
<Table>
<Caption>
Par value per share or
Series Number of statement that shares
Class (if any) Shares are without par value
Common None 1,000 without par value
</Table>
Paragraph 2. The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each class are:
NONE"
ARTICLE THIRD: The manner and basis of converting the shares of the
Constituent Corporations shall be as follows:
(a) Each of the 450 shares of Common Stock of COMMUNICATIONS which shall be
issued and outstanding immediately prior to effectiveness of the merger, and all
rights in respect thereof, shall, upon effectiveness of the merger, forthwith be
changed and converted, without any action on the part of the holder thereof,
into two and two-ninths (2-2/9) fully paid and non-assessable Common Shares,
without par value, of the Surviving Corporation, for a total of 1,000 Common
Shares, without par value.
(b) Upon effectiveness of the merger, the owner of the outstanding
certificate or certificates theretofore representing shares of Common Stock of
COMMUNICATIONS shall be entitled, upon surrender of such certificate or
certificates to the Surviving Corporation, to receive in exchange therefor a
certificate or certificates representing the number of Common Shares of the
Surviving Corporation into which the shares of Common Stock of COMMUNICATIONS
theretofore represented by the surrendered certificate or certificates shall
have been changed and converted as herein provided. Until so surrendered, the
outstanding certificates which had represented shares of Common Stock of
COMMUNICATIONS shall be
24
<Page>
deemed and treated for all corporate purposes to represent the ownership of
Common Shares of the Surviving Corporation as though said surrender and exchange
had taken place.
(c) Upon effectiveness of the merger:
(i) the 405 Preferred Shares and 450 Common Shares
theretofore issued and outstanding and the 45 Preferred Shares and 50 Common
Shares theretofore held in the treasury, of ECI;
(ii) the 1,000 Common Shares theretofore issued and
outstanding of REAL ESTATE; and
(iii) the 198 shares of Common Stock theretofore issued and
outstanding and the 22 shares of Common Stock theretofore held in the treasury,
of WHO'S WHO,
shall be retired and cancelled, and no shares of stock or other securities or
property shall be issued in respect thereto.
ARTICLE FOURTH: Further terms and conditions of the merger are as follows:
a) Upon effectiveness of the merger, the by-laws of ECI as they
shall exist immediately prior to effectiveness of the merger shall be and remain
the by-laws of the Surviving Corporation until the same shall be altered,
amended or repealed as therein provided.
b) Upon effectiveness of the merger, the directors and officers of
ECI immediately prior thereto shall be the directors and officers of the
Surviving Corporation and shall hold office until their successors shall have
been elected and qualified. If, immediately prior to effectiveness of the
merger, a vacancy shall exist in the Board of Directors or in any of the offices
of ECI, such vacancy may thereafter be filled in the manner provided in the
by-laws of the Surviving Corporation.
c) The merger shall become effective upon the filing of this
Agreement and Plan of Merger with the Secretary of State of Delaware and the
issuance of a certificate of merger by the Secretary of State of the State of
Illinois.
d) Upon effectiveness of the merger:
(i) The separate existence of the Merged Corporations shall
cease, and the Surviving Corporation shall have all the rights, privileges,
immunities and powers and be subject to all the duties and liabilities of a
corporation organized under the Illinois Business Corporation Act;
(ii) The Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, powers and franchises as well of
a public as of a private nature, of each of the Constituent Corporations; and
all property, real, personal, and mixed, and all debts due on whatever account,
including subscriptions to shares, and all other choses in action, and all and
every other interest, of or belonging to or due to each of the Constituent
25
<Page>
Corporations, shall be taken and deemed to be transferred to and vested in or
shall continue to be vested in the Surviving Corporation without further act or
deed; and the title to all real estate, or any interest therein, vested in any
of the Constituent Corporations shall not revert or be in any way impaired by
reason of the merger; and
(iii) The Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of each of the
Constituent Corporations; and any claim existing ~or action or proceeding
pending by or against any of the Constituent Corporations may be prosecuted to
judgment as if the merger had not taken place, or the Surviving Corporation may
be substituted in its place, and neither the rights of creditors nor any liens
upon the property of any of the Constituent Corporations shall be impaired by
the merger.
e) If at any time the Surviving Corporation shall consider or be
advised that any further assignments or assurances in law or any other things
are necessary or desirable to vest, perfect or confirm in the Surviving
Corporation the title or possession to any property or rights of the Merged
Corporations, the Merged Corporations and their respective proper officers and
directors are hereby authorized, directed and empowered, if and when requested
by the Surviving Corporation or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all deeds, assignments, assurances
and other instruments, and to take or cause to be taken such further or other
action, as the Surviving Corporation may deem necessary or desirable to thus
vest, perfect or confirm such property or rights in the Surviving Corporation,
and otherwise to carry out the purposes of this Agreement and Plan of Merger,
and the proper officers of the Surviving Corporation are fully authorized in the
name of the Merged Corporations or otherwise to take any and all such action.
f) Upon effectiveness of the merger, the stated capital of the
Surviving Corporation shall be $451,000 and the paid-in surplus of the Surviving
Corporation shall be equal to the sum of the paid-in surplus of ECI and the
stated capital and paid-in surplus of COMMUNICATIONS immediately prior to
effectiveness of the merger.
g) The Surviving Corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of
COMMUNICATIONS or WHO'S WHO as well as for enforcement of any obligation of the
Surviving Corporation arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as determined in appraisal
proceedings pursuant to the provisions of Section 262 of Title 8 of the Delaware
Code of 1953; and the Surviving Corporation does hereby irrevocably appoint the
Secretary of State of Delaware as its agent to accept service of process in any
such suit or other proceedings. The address to which a copy of such process
shall be mailed by the Secretary of State of Delaware is
Educational Communications, Inc.
721 North McKinley Road
Lake Forest, Illinois 60045
Attention: President
until the Surviving Corporation shall have hereafter designated in writing to
the said Secretary of State a different address for such purpose. In the event
of such service upon the Secretary of
26
<Page>
State in accordance with Subsection (d) of Section 252 of Title 8 of the
Delaware Code of 1953, the Secretary of State shall forthwith notify the
Surviving Corporation by letter, certified mail, return receipt requested,
directed to the Surviving Corporation at the above address, unless the Surviving
Corporation shall have designated in writing to the Secretary of State a
different address for such purpose, in which case it shall be mailed to the last
address so designated. Such letter shall enclose a copy of the process and any
other papers served on the Secretary of State pursuant to the foregoing
Subsection (d).
ARTICLE FIFTH: Anything herein or elsewhere to the contrary
notwithstanding, this Agreement and Plan of Merger may be terminated and
abandoned by appropriate resolution of the board of directors of any of the
Constituent Corporations at any time prior to the filing of this Agreement and
Plan of Merger with the Secretary of State of Delaware and the issuance of a
certificate of merger by the Secretary of State of Illinois, notwithstanding
approval of the agreement by the stockholders of all or any of the Constituent
Corporations.
ARTICLE SIXTH: This Agreement and Plan of Merger may be executed in
multiple counterparts, each of which shall be deemed to be and shall constitute
an original hereof.
27
<Page>
IN WITNESS WHEREOF, the parties to this agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective boards of
directors, have caused these presents to be executed by their respective
Presidents, and their corporate seals to be hereunto affixed and attested by
their respective Secretaries, on the day and year first above written.
(CORPORATE SEAL) EDUCATION COMMUNICATIONS COMPANIES, INC.
ATTEST: A Delaware corporation
/s/ Ann W. Krouse By:/s/ Paul C. Krouse
- ------------------- -------------------------------------
Secretary President
EDUCATION COMMUNICATION, INC.
(CORPORATE SEAL) An Illinois corporation
ATTEST:
/s/ Ann W. Krouse By:/s/ Paul C. Krouse
- ------------------- -------------------------------------
Secretary President
EDUCATION COMMUNICATION REAL ESTATE
AND INVESTMENT CORPORATION
(CORPORATE SEAL) An Illinois corporation
ATTEST:
/s/ Paul C. Krouse By:/s/ Ann W. Krouse
- ------------------- -------------------------------------
Secretary President
WHO'S WHO AMONG BLACK AMERICANS, INC.
(CORPORATE SEAL) A Delaware corporation
ATTEST:
/s/ Ann W. Krouse By: /s/ Paul C. Krouse
- ------------------- -------------------------------------
Secretary President
28
<Page>
SECRETARY'S CERTIFICATES
The undersigned, ANN W. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS
COMPANIES, INC., one of the Constituent Corporations mentioned in the foregoing
Agreement and Plan of Merger, on behalf of said corporation certifies as
follows:
The foregoing Agreement and Plan of Merger has been consented to in writing
by all of the stockholders of the corporation entitled to vote on a merger and
consolidation.
IN WITNESS WHEREOF, I have signed this certificate this 28th day of March,
1984.
/s/ Ann W. Krouse
----------------------------------------
Secretary of Educational
Communications Companies, Inc.
The undersigned, ANN W. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS,
INC., one of the Constituent Corporations mentioned in the foregoing Agreement
and Plan of Merger, on behalf of said corporation certifies as follows:
The foregoing Agreement and Plan of Merger has been consented to in writing
by all of the stockholders of the corporation entitled to vote on a merger and
consolidation.
IN WITNESS WHEREOF, I have signed this certificate day of March, 1984.
/s/ Ann W. Krouse
----------------------------------------
Secretary of Educational
Communications, Inc.
29
<Page>
SECRETARY'S CERTIFICATES
The undersigned, PAUL C. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS
REAL ESTATE AND INVESTMENT CORPORATION, one of the Constituent Corporations
mentioned in the foregoing Agreement and Plan of Merger, on behalf of said
corporation certifies as follows:
The foregoing Agreement and Plan of Merger has been consented to in writing
by all of the stockholders of the corporation entitled to vote on a merger and
consolidation.
IN WITNESS WHEREOF, I have signed this certificate this 28th day of March,
1984.
/s/ Paul C. Krouse
----------------------------------------
Secretary of Educational
Communications Real Estate and
Investment Corporation
The undersigned, ANN W. KROUSE, Secretary of WHO'S WHO AMONG BLACK
AMERICANS, INC., one of the Constituent Corporations mentioned in the foregoing
Agreement and Plan of Merger, on behalf of said corporation certifies as
follows:
The foregoing Agreement and- Plan of Merger has been consented to in
writing by all of the stockholders of the corporation entitled to vote on a
merger and consolidation.
IN WITNESS WHEREOF, I have signed this certificate this 28th day of March,
1984.
/s/ Ann W. Krouse
----------------------------------------
Secretary of Who's Who Among
Black Americans, Inc.
30