Exhibit 3.22
Page 1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "FUNK & WAGNALLS CORPORATION", CHANGING ITS NAME FROM "FUNK & WAGNALLS
CORPORATION" TO "K-III REFERENCE CORPORATION", FILED IN THIS OFFICE ON THE
TWENTIETH DAY OF DECEMBER, A.D. 1995, AT 3 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
2247702 8100 AUTHENTICATION: 7764562
950302568 DATE: 12-22-95
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: /s/ Curtis A. Thompson
-----------------------------
Curtis A. Thompson
Vice President
ATTEST:
By: /s/ Beverly C. Chell
-----------------------------
Beverly C. Chell
Secretary
State of Delaware
[LOGO]
Office of Secretary of State
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF FUNK & WAGNALLS ACQUISITION CORPORATION FILED IN THIS OFFICE ON THE
FOURTEENTH DAY OF JUNE, A.D. 1991, AT 10 O'CLOCK A.M.
/s/ Michael Harkins,
------------------------------------
Michael Harkins, Secretary of State
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE
AUTHENTICATION: 3079951
721165021 DATE: 06/14/1991
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
/s/ Charles G. McCurdy
-----------------------------------
Charles G. McCurdy
Vice President
ATTEST:
By /s/ Beverly C. Chell
- -----------------------------------
Beverly C. Chell
Secretary
State of Delaware
[LOGO]
Office of Secretary of State
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF FUNK & WAGNALLS ACQUISITION CORPORATION FILED IN THIS OFFICE ON
THE TWENTY-EIGHTH DAY OF NOVEMBER, A.D. 1990, AT 11 O'CLOCK A.M.
/s/ Michael Harkins,
------------------------------------
Michael Harkins, Secretary of State
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE
AUTHENTICATION: 2868437
720332086 DATE: 11/28/1990
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.
/s/ Beverly C. Chell
-----------------------------
Beverly C. Chell