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EXHIBIT 3.24
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VIDEO DIGEST, INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
First: The name of the corporation is:
VIDEO DIGEST, INC.
Second: The corporation hereby amends its Certificate of Incorporation
as follows:
Paragraph FIRST of the Certificate of Incorporation, relating to
the corporate title of the corporation, is hereby amended to read as
follows:
"FIRST: The name of the corporation is
STAR EDITORIAL, INC."
Third: The amendment affected herein was authorized by the consent in
writing, setting forth the action so taken, unanimously signed by the
holders of all the outstanding shares entitled to vote thereon pursuant to
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this
twenty-second day of June, 1990.
VIDEO DIGEST INC.
/s/ MANYARD RABINOWITZ
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MANYARD RABINOWITZ, Vice-President
ATTEST:
/s/ ANNA BLANCO
- ---------------------------------------------------------
ANNA BLANCO, Ass't. Secretary
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CERTIFICATE OF INCORPORATION
OF
VIDEO DIGEST, INC.
FIRST: The name of the corporation is:
VIDEO DIGEST, INC.
SECOND: The address of its registered office in the State of Delaware is
4305 Lancaster Pike, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is Corporation Service Company.
THIRD: The nature of the business of purpose to be conducted or promoted
is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To conduct a general publishing business, and, in connection
therewith, to engage in writing, editing, printing, publishing,
distributing and dealing in one or more magazines, periodicals, circulars,
letters, pamphlets, advertising, data bases and information products of
every kind.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is two hundred (200) shares of common stock, all of
which are without par value. All such shares are of one class.
FIFTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Jerome S. Traum.......................................... Janklow & Traum 598
Madison Avenue New York,
New York 10022
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and its
directors and stockholders:
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in, the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or vote
of the stockholders to make, alter, amend, change, add to or repeal the
by-laws of the corporation.
(3) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be
exercised or done by the corporation; subject, nevertheless, to the
provisions of the statutes of Delaware, of this certificate, and to any
by-laws from time to time made by the directors or stockholders; provided,
however, that no by-laws so made shall invalidate any prior act of the
directors which would have been valid if such by-law had not been made.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the
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creditors or class of creditors and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this Corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
NINTH: No director shall have any personal liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director
other than liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of this Title, or (iv) for any transaction from which the director
derived and improper personal benefit.
TENTH: The corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, as amended from time to time, indemnify
all persons whom it my indemnify pursuant thereto.
ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.
The undersigned, the incorporator hereinbefore named, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 8th day of August, 1986.
/s/ JEROME S. TRAUM
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Jerome S. Traum
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
BE IT REMEMBERED that on this 8th day of August, A.D. 1986, personally came
before me, a notary public for the State of New York, JEROME S. TRAUM, the party
to the foregoing Certificate of Incorporation, known to me personally to be
such, and acknowledge the said certificate to be his act and deed and that the
facts therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ SAMUEL R. NEWBORN
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Notary Public
(Notarial Seal)
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