Exhibit 3(ii)
THE NEW YORK TIMES COMPANY
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By-Laws
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As Amended by the
Board of Directors
October 21, 1968, February 26, 1969, March 24, 1971,
March 29, 1972, March 28, 1973, May 30, 1973, November
28, 1973, March 27, 1974, March 31, 1976, April 26,
1977, January 30, 1978, October 25, 1978, April 3,
1979, July 23, 1979, March 20, 1980, May 15, 1980,
March 19, 1981, March 18, 1982, February 17, 1983,
April 28, 1983, February 16, 1984, July 18, 1985,
February 20, 1986, April 30, 1986, October 16,
1986, February 19, 1987, February 18, 1988, March 16,
1989, February 15, 1990, February 21, 1991, February
20, 1992, February 18, 1993, October 21, 1993,
December 16, 1993, February 17, 1994 and February 16,
1995.
As Ratified by the
Class B Stockholders
April 22, 1969
and the Class A and Class B Stockholders
(Article XI only)
April 19, 1988
BY-LAWS
OF
THE NEW YORK TIMES COMPANY
As Amended by the As Ratified by the
Board of Directors Class B Stockholders
October 21, 1968 April 22, 1969
February 26, 1969 and the Class A and
March 24, 1971 Class B Stockholders
March 29, 1972 (Article XI only)
March 28, 1973 (April 19, 1988)
May 30, 1973
November 28, 1973
March 27, 1974
March 31, 1976
April 26, 1977
January 30, 1978
October 25, 1978
April 3, 1979
July 23, 1979
March 20, 1980
May 15, 1980
March 19, 1981
March 18, 1982
February 17, 1983
April 28, 1983
February 16, 1984
July 18, 1985
February 20, 1986
April 30, 1986
October 16, 1986
February 19, 1987
February 18, 1988
March 16, 1989
February 15, 1990
February 21, 1991
February 20, 1992
February 18, 1993
October 21, 1993
December 16, 1993
February 17, 1994
February 16, 1995
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I N D E X
PAGE
ARTICLE I. Stockholders............................................. 1
1. Annual Meeting.................................... 1
2. Special Meetings.................................. 1
3. Notice of Meetings................................ 1
4. Quorum............................................ 1
5. Voting............................................ 1
ARTICLE II. Closing Transfer Books; Setting Record Date.............. 2
1. Qualification of Voters........................... 2
2. Determination of Stockholders of Record for Other
Purposes......................................... 2
ARTICLE III. Board of Directors....................................... 2
1. Number, Classification, Election and
Qualifications................................... 2
2. Vacancies......................................... 2
3. Regular Meetings.................................. 3
4. Special Meetings.................................. 3
5. Quorum............................................ 3
6. Committees........................................ 4
7. Salaries.......................................... 4
8. Resignation....................................... 4
9. Telephonic Meetings............................... 4
ARTICLE IV. Officers................................................. 4
1. Appointment....................................... 4
2. Term of Office.................................... 4
3. The Chairman of the Board......................... 5
4. The Vice Chairman of the Board.................... 5
5. The President..................................... 5
6. Vice Presidents................................... 5
7. The Secretary..................................... 5
8. The Treasurer..................................... 5
9. Duties of Officers may be Delegated............... 6
ARTICLE V. Stock Certificates....................................... 6
1. Issuance of Stock Certificates.................... 6
2. Lost Stock Certificates........................... 6
3. Transfers of Stock................................ 6
4. Regulations....................................... 6
ARTICLE VI. Seal..................................................... 7
ARTICLE VII. Checks................................................... 7
ARTICLE VIII. Books of Account and Stock Book.......................... 7
ARTICLE IX. Fiscal Year.............................................. 7
ARTICLE X. Voting Securities........................................ 7
ARTICLE XI. Indemnification.......................................... 7
ARTICLE XII. Interest of Directors and Officers in Contracts with the
Company................................................. 8
ARTICLE XIII. Notices.................................................. 8
ARTICLE XIV. Amendment................................................ 9
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THE NEW YORK TIMES COMPANY
BY-LAWS
ARTICLE I
STOCKHOLDERS
1. Annual Meeting.
The Annual Meeting of Stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held on the third Tuesday in April, at such time and place either within or
without the State of New York as may be specified by the Board of Directors.
2. Special Meetings.
Special meetings of the stockholders, to be held at such place either within
or without the State of New York and for the purpose or purposes as may be
specified in the notices of such meetings, may be called by the Chairman of the
Board or the President and shall be called by the President or the Secretary at
the request of a majority of the Board of Directors or of stockholders owning 25
per cent or more of the shares or stock of the Company issued and outstanding
and entitled to vote on any action proposed by such stockholders for such
meetings. Such request shall be in writing and shall state the purpose or
purposes of the proposed meeting.
3. Notice of Meetings.
Notice of the time, place and purpose or purposes of every meeting of
stockholders shall be in writing, signed by the President or the Secretary, and
shall be mailed by the Secretary, or the person designated by him to perform
this duty, at least ten, and not more than fifty, days before the meeting, to
each stockholder of record entitled to vote at such meeting and to each
stockholder of record who would be entitled to have his stock appraised if the
action proposed at such meeting were taken. Such notice shall be directed to a
stockholder at his address as it appears on the stock book, unless he shall have
filed with the Secretary a written request that notices intended for him be
mailed to some other address, in which case it will be mailed to the address
designated in such request.
4. Quorum.
The holders of record of a majority of the shares of stock issued and
outstanding and entitled to vote thereat, present in person or by proxy, shall
be requisite and shall constitute a quorum at each meeting of stockholders for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws; provided that, when any
specified action is required to be voted upon by a class of stock voting as a
class, the holders of a majority of the shares of such class shall be requisite
and shall constitute a quorum for the transaction of such specified action. If,
however, there shall be no quorum, the officer of the Company presiding as
chairman of the meeting shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present, when any business may be transacted which might have been
transacted at the meeting as first convened had there been a quorum.
5. Voting.
Each stockholder entitled to vote on any action proposed at a meeting of
stockholders shall be entitled to one vote in person or by proxy for each share
of voting stock held of record by him. Every proxy must be executed in writing
by the stockholder or by his duly authorized attorney. No proxy shall be valid
after the expiration of eleven months from the date of its execution, unless the
person executing it shall have specified therein its duration.
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The vote for directors shall be by ballot, and the election of each director
shall be decided by a plurality vote. Except as otherwise provided by law, by
the Certificate of Incorporation, by other certificate filed pursuant to law or
by these By-laws, votes on any other matters coming before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
shares represented at such meeting, in person or by proxy, and entitled to vote
on the specific matter. Except as required by law, by the Certificate of
Incorporation, by other certificate filed pursuant to law or by these By-laws,
the chairman presiding at any meeting of stockholders may rule on questions of
order or procedure coming before the meeting or submit such questions to the
vote of the meeting, which vote may at his direction be by ballot. The chairman
shall submit any such questions to the vote of the meeting at the request of any
stockholder entitled to vote present in person or by proxy at the meeting, which
vote shall be by ballot.
ARTICLE II
CLOSING TRANSFER BOOKS; SETTING RECORD DATE
1. Qualification of Voters.
The Board of Directors may prescribe a period, not exceeding fifty days
prior to the date of any meeting of the stockholders or prior to the last day on
which the consent or dissent of stockholders may be effectively expressed for
any purpose without a meeting, as the time as of which stockholders entitled to
notice of and to vote at such a meeting or whose consent or dissent is required
or may be expressed for any purpose, as the case may be, shall be determined,
and all persons who were holders of record of voting stock at such time and no
others shall be entitled to notice of and to vote at such meeting or to express
their consent or dissent, as the case may be.
2. Determination of Stockholders of Record for Other Purposes.
The Board of Directors may fix a time, not exceeding forty days preceding
the date fixed for the payment of any dividend or for the making of any
distribution or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of capital stock, as
a record time for the determination of the stockholders entitled to receive any
such dividend, distribution, rights or interests, and in such case only
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, rights or interests.
ARTICLE III
BOARD OF DIRECTORS
1. Number, Classification, Election and Qualifications.
The affairs of the Company shall be managed by a Board of Directors
consisting of fifteen members. For the purpose of election of directors only,
and not for any other purpose, the fifteen directors shall be divided into two
classes, the five directors whom the holders of Class A Common Stock are
entitled to elect, to be designated the Class A directors, and the ten directors
whom the Class B Common Stock are entitled to elect, to be designated the Class
B directors. The directors shall, except as provided in Section 2 of this
Article III, be elected by the classes of shares entitled to elect them, by
ballot at each annual meeting of stockholders, and shall hold office until the
next annual meeting of stockholders and until their successors shall be elected
and qualify. All directors must be of full age and at least one shall be a
citizen of the United States and a resident of New York State.
2. Vacancies.
Any vacancy in the Board of Directors, whether caused by resignation, death,
increase in the number of directors, disqualification or otherwise, may be
filled by a majority of the directors in office
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after the vacancy has occurred, although less than a quorum. A director so
elected shall hold office for the unexpired term in respect of which such
vacancy occurred.
3. Regular Meetings.
A regular meeting of the Board shall be held in each year immediately
following the Annual Meeting of Stockholders or if such meeting be adjourned,
the final adjournment thereof at the same place as such meeting of stockholders.
No notice of such meeting shall be necessary to the newly elected directors in
order to legally constitute the meeting. Other regular meetings of the Board may
be held at such time and place, either within or without the State of New York,
as shall from time to time be determined by a resolution of the Board. Any
business may be transacted at any regular meeting at which a quorum is present.
The time and place of any such regular meeting may be changed (i) at the
preceding regular meeting; or (ii) subsequent to the adjournment of the
preceding regular meeting by consent in writing signed by a majority of the
whole Board; provided, however, that in either case notice of such change be
served on each director personally or by telegram two days or by mail five days
prior to the date originally designated for such regular meeting.
4. Special Meetings.
A special meeting of the Board of Directors may be held at the time fixed by
resolution of the Board or upon call of the Chairman of the Board, the President
or any two directors and may be held at any place within or without the State of
New York. Except as otherwise provided by law, by the Certificate of
Incorporation, by other certificate filed pursuant to law or by these By-laws,
notice of the time and place of any special meeting of the Board shall be given
by the Secretary or other person designated by him to perform this duty by
serving the same personally or by telegram on each director at his post office
address as the same shall appear on the books of the Company at least two days
previous to such meeting or by mailing a copy of such notice, postage prepaid,
to each director at such address at least five days previous to such meeting,
provided, however, that no notice need be given to any director if waived by him
either before or after the meeting or if he shall be present at such meeting,
and any meeting of the Board may be held at any time without notice if all the
directors then in office shall be present thereat.
Any such notice shall also state the items of business which are expected to
come before the meeting, and the items of business transacted at any special
meeting of the Board shall be limited to those stated in such notice, unless all
the directors are present at the meeting, or all those absent consent in writing
either before or after the meeting, to the transaction of an item or items of
business not stated in such notice.
5. Quorum.
At all meetings of the Board, the presence of any five of the directors in
office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and, except as otherwise required by law, by the
Certificate of Incorporation, by other certificate filed pursuant to law or by
these By-laws, the affirmative vote of a majority of the directors present at
any meeting at which a quorum is present shall be necessary for the adoption of
any business or resolution which may come before the meeting; provided, however,
that in the absence of a quorum a majority of the directors present or any
director solely present may adjourn any meeting from time to time until a quorum
is present. No notice of any adjournment to a later hour on the date originally
designated for the holding of a meeting need be given, but immediate telegraphic
notice shall be given by the Secretary or other person designated by him to
perform this duty to all directors of any adjournment to any subsequent date,
and such notice shall be deemed sufficient, though less than the notice required
by Section 3 if such meeting be an adjourned regular meeting of the Board, or by
Section 4 if such meeting be an adjourned special meeting of the Board.
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6. Committees.
The Board of Directors may by resolution or resolutions passed by a majority
of the whole Board designate one or more committees, each committee to consist
of three or more of the directors, which, to the extent provided in said
resolution or resolutions, shall have and may exercise powers of the Board of
Directors in the management of the business and affairs of the Company and may
have power to authorize the seal of the Company to be affixed to all papers
which may require it. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors. All committees so appointed shall keep regular minutes of the
business transacted at their meetings.
7. Salaries.
Directors, as such, shall not receive any stated salary for their services,
but by resolution of the Board may receive an annual retainer and, in addition,
a fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting, or adjourned session thereof, of the Board;
provided that nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity and receiving
compensation therefor. Members of committees may be allowed such compensation as
may be fixed from time to time by the Board for attending committee meetings.
8. Resignation.
Any director may, at any time, resign, such resignation to take effect upon
receipt of written notice thereof by the President or the Secretary, unless
otherwise stated in the resignation.
9. Telephonic Meetings.
One or more directors may participate in a meeting of the Board of
Directors, or a committee designated pursuant to Section 6 of this Article III,
by a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear and speak to each other.
Participation in a meeting pursuant to this provision shall constitute actual
attendance at such meeting.
ARTICLE IV
OFFICERS
1. Appointment.
The Board of Directors at its first meeting after the Annual Meeting of
Stockholders, or as soon as practicable after the election of directors in each
year, may appoint from their number a Chairman of the Board and one or more Vice
Chairmen of the Board. The Board of Directors shall appoint a President, a
Secretary and a Treasurer and may also appoint one or more Vice Presidents, none
of whom need be members of the Board, and may from time to time appoint such
other officers as they may deem proper. Any two of the aforesaid offices, except
those of President and Vice President, or President and Secretary, may be filled
by the same person. The compensation of all officers of the Company shall be
fixed by the Board.
2. Term of Office.
The officers of the Company shall hold office at the pleasure of the Board
of Directors. Any officer elected or appointed by the Board may be removed from
office at any time for or without cause by the affirmative vote of a majority of
the whole Board of Directors. Any officer may resign his office at any time,
such resignation to take effect upon receipt of written notice thereof by the
Company, unless otherwise stated in the resignation. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board.
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3. The Chairman of the Board.
The Chairman of the Board shall be the chief executive officer of the
Company. He shall preside at all meetings of the Board of Directors and all
meetings of the stockholders. He shall have final authority subject to the
control of the Board of Directors over the general policy and business of the
Company, and shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors.
4. The Vice Chairman of the Board.
Each Vice Chairman of the Board shall have such powers and duties as may
from time to time be prescribed by the Board of Directors or by the Chairman of
the Board. In the absence or inability to act of the Chairman of the Board, a
Vice Chairman of the Board, in order of seniority or priority established by the
Board, shall preside at all meetings of the Board of Directors and all meetings
of the stockholders.
5. The President.
The President shall be the chief operating officer of the Company and as
such shall have the general control and management of the business and affairs
of the Company subject, however, to the control of the Chairman of the Board.
The President shall have the power, subject to the control of the Chairman of
the Board, to appoint or discharge and to prescribe the duties and to fix the
compensation of such agents and employees of the Company as he may deem
necessary. He shall have, as does the Chairman of the Board, the authority to
make and sign bonds, mortgages and other contracts and agreements in the name
and on behalf of the Company, except when the Board of Directors by resolution
instructs the same to be done by some other officer or agent. He shall see that
all orders and resolutions of the Board of Directors are carried into effect and
shall perform all other duties necessary to his office or properly required of
him by the Board of Directors, subject, however, to the right of the directors
to delegate any specific powers, except such as may by statute be exclusively
conferred upon the President, to any other officer or officers of the Company.
In the absence or inability to act of the Chairman of the Board, the President
shall have the duties prescribed for the Chairman of the Board subject, however,
to Section 4 of this Article IV.
6. Vice Presidents.
Each Vice President shall have such powers and perform such duties as may be
assigned to him from time to time by the Chairman of the Board or the President.
7. The Secretary.
The Secretary shall attend all sessions of the Board and all meetings of the
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose, and shall perform like duties for committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors or the President. He
shall keep in safe custody the seal of the Company and shall see that it is
affixed to all documents, the execution of which, on behalf of the Company,
under its seal, is necessary or proper, and when so affixed may attest the same.
8. The Treasurer.
The Treasurer shall, if required by the Board of Directors, give a bond for
the faithful discharge of his duties in such amount and with such surety or
sureties as the Board of Directors may determine; the cost of any such bond, and
any expenses incurred in connection therewith, shall be borne by the Company. He
shall have the custody of the corporate funds and securities, except as
otherwise provided by the Board, and shall cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositaries as may be designated by the Board of
Directors. He
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shall disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
the directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the Company.
9. Duties of Officers may be Delegated.
In the case of the absence of any officer, or for any other reason that the
Board may deem sufficient, the President or the Board may delegate for the time
being the powers or duties of such officer to any other officer or to any
director.
ARTICLE V
STOCK CERTIFICATES
1. Issuance of Stock Certificates.
The Capital Stock of the Company shall be represented by certificates signed
by the Chairman or the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with
the seal of the Company. Such seal may be a facsimile, engraved or printed and
where any such certificate is signed by a transfer agent or transfer clerk and
by a registrar the signatures of any officers appearing thereon may be
facsimiles, engraved or printed.
2. Lost Stock Certificates.
The Board of Directors may by resolution adopt, from time to time, such
regulations concerning the issue of any new or duplicate certificates for lost,
stolen or destroyed stock certificates of the Company as shall not be
inconsistent with the provisions of the laws of the State of New York as
presently in effect or as they may hereafter be amended.
3. Transfers of Stock.
Transfers of stock shall be made only on the stock transfer books of the
Company, and, except in the case of any such certificate which has been lost,
stolen or destroyed, in which case the resolutions of the Board then in effect
respecting lost, stolen or destroyed stock certificates shall be complied with,
such transfer shall only be made upon surrender to the Company of a certificate
for shares for cancellation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer. Upon the issue of a new
certificate to the person entitled thereto, the Company shall cancel the old
certificate and record the transaction upon its books.
4. Regulations.
Except to the extent that the exercise of such power shall be prohibited or
circumscribed by these By-laws, by the Certificate of Incorporation, or other
certificate filed pursuant to law, or by statute, the Board of Directors shall
have power to make such rules and regulations concerning the issuance,
registration, transfer and cancellation of stock certificates as it shall deem
appropriate.
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ARTICLE VI
SEAL
The seal of the Company shall be circular in form, shall bear the legend:
"The New York Times Company-1851 Inc. 1896" and shall contain in the center the
letters NYT.
ARTICLE VII
CHECKS
All checks or demands for money and notes of the Company shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
ARTICLE VIII
BOOKS OF ACCOUNT AND STOCK BOOK
The Company shall keep at its principal office correct books of account of
all its business and transactions. A book to be known as the stock book,
containing the names alphabetically arranged, of all persons who are
stockholders of the Company, showing their places of residence, the number of
shares of stock held by them respectively, the times when they respectively
became the owners thereof, and the amount paid thereon, shall be kept at the
principal office of the Company or its transfer agent.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company shall be the calendar year unless otherwise
provided by the Board of Directors.
ARTICLE X
VOTING SECURITIES
Unless otherwise ordered by the Board of Directors, the President, or, in
the event of his absence or inability to act, the Vice Presidents, in order of
seniority or priority established by the Board or by the President, unless and
until the Board shall otherwise direct, shall have full power and authority on
behalf of the Company to attend and to act and to vote, or to execute in the
name and on behalf of the Company a proxy authorizing an agent or
attorney-in-fact for the Company to attend and to act and to vote at any
meetings of security holders of corporations in which the Company may hold
securities, and at such meetings he or his duly authorized agent or
attorney-in-fact shall possess and may exercise any and all rights and powers
incident to the ownership of such securities, and which as the owner thereof the
Company might have possessed and exercised, if present. The Board of Directors
by resolution from time to time may confer like powers upon any other person or
persons.
ARTICLE XI
INDEMNIFICATION
1. Directors and Officers. The Company shall, to the fullest extent
permitted by applicable law as the same exists or may hereafter be in effect,
indemnify any person who is or was made or threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Company to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
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any other entity, which any director or officer of the Company is serving, has
served or has agreed to serve in any capacity at the request of the Company, by
reason of the fact that such person or such person's testator or intestate is or
was or has agreed to become a director or officer of the Company, or is or was
serving or has agreed to serve such other corporation, partnership, joint
venture, trust, employee benefit plan or other entity in any capacity, against
judgments, fines, amounts paid or to be paid in settlement, taxes or penalties,
and costs, charges and expenses, including attorneys' fees, incurred in
connection with such action or proceeding or any appeal therein; provided,
however, that no indemnification shall be provided to any such person if a
judgment or other final adjudication adverse to the director or officer
establishes that (i) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material to
the cause of action so adjudicated or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled.
2. Non-Exclusivity. Nothing contained in this Article XI shall limit the
right to indemnification and advancement of expenses to which any person would
be entitled by law in the absence of this Article, or shall be deemed exclusive
of any other rights to which such person seeking indemnification or advancement
of expenses may have or hereafter may be entitled under law, any provision of
the Certificate of Incorporation, or By-laws, any agreement approved by the
Board of Directors, or a resolution of stockholders or directors; and, the
adoption of any such resolution or entering into of any such agreement approved
by the Board of Directors is hereby authorized.
3. Continuity of Rights. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article XI shall (i) apply with
respect to acts or omissions occurring prior to the adoption of this Article XI
to the fullest extent permitted by law and (ii) survive the full or partial
repeal or restrictive amendment hereof with respect to events occurring prior
thereto.
ARTICLE XII
INTEREST OF DIRECTORS AND OFFICERS IN CONTRACTS WITH THE COMPANY
A director or officer of the Company shall not be disqualified by his office
from dealing or contracting with the Company either as a vendor, purchaser or
otherwise, nor shall any transaction or contract of the Company be void or
voidable by reason of the fact that any director or officer or any firm of which
any director or officer is a member or any corporation of which any director or
officer is a shareholder, officer or director, is in any way interested in such
transaction or contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either (1) by a vote of a majority of a
quorum of the Board of Directors, without counting in such majority or quorum
any director so interested or member of a firm so interested, or a shareholder,
officer or director of a corporation so interested, or (2) by the written
consent, or by the vote at any stockholders' meeting of the holders of record of
a majority of all the outstanding shares of stock of the Company entitled to
vote on such transaction or contract; nor shall any director or officer be
liable to account to this Company for any profits realized by or from or through
any such transaction or contract of the Company authorized, ratified or approved
as aforesaid by reason of the fact that he, or any firm of which he is a member
or any corporation of which he is a shareholder, officer or director, was
interested in such transaction or contract. Nothing herein contained shall
create liability in the events above described or prevent the authorization,
ratification or approval of such transactions or contracts in any other manner
permitted by law.
ARTICLE XIII
NOTICES
Whenever, under the provisions of these By-laws, notice is required to be
given to any director, officer, or stockholder, it shall not be construed to
mean personal notice, but unless otherwise expressly stated in these By-laws,
such notice may be given in writing by depositing the same in a post office or
letter box in a postpaid sealed wrapper, addressed to such stockholder, officer
or director, at such
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address as appears on the books of the Company, and such notice shall be deemed
to have been given at the time when the same was thus mailed.
ARTICLE XIV
AMENDMENT
These By-laws may be amended, altered, changed, added to or repealed by a
majority vote of all the Class B Common Stock issued and outstanding and
entitled to vote at any annual or special meeting of the stockholders, provided
that such amendments are not inconsistent with any provisions of the Company's
Certificate of Incorporation.
The Board of Directors, at any regular or at any special meeting, by a
majority vote of the whole Board, may amend, alter, change, add to or repeal
these By-laws, provided that such amendments are not inconsistent with any
provisions of the Company's Certificate of Incorporation, and provided further
that if any By-law regulating an impending election of directors is adopted or
amended or repealed by the Board, there shall be set forth in the notice of the
next stockholders meeting for the election of directors the By-laws so adopted
or amended or repealed, together with a concise statement of the changes made.
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