AMENDED AND RESTATED
BYLAWS
OF
ATWOOD CONVENTION PUBLISHING, INC.
(a Missouri corporation)
August 3, 1990
ARTICLE I
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings. All meetings of the shareholders shall be held
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at the principal office of the corporation or at such other place within or
without the State of Maryland as may be determined upon and set forth in the
respective notices, or waivers of notice thereof, or proxies to represent
shareholders thereat.
Section 2. Annual Meeting of Shareholders. The Annual Meeting of the
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shareholders of the corporation for the election of Directors and the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date and at such time as the Board of
Directors shall each year designate, which date shall be within thirteen (13)
months subsequent to the date of the last annual meeting of the stockholders.
Such Annual Meeting shall be called in the same manner as herein provided in
respect of special meetings of the shareholders, except that the purposes of
such meeting need be enumerated in the notice and proxies of such meeting only
to the extent required by law in the case of Annual Meetings.
Section 3. Special Meetings of Shareholders. Special meetings of the
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shareholders may be called by the Board of Directors or as otherwise allowed by
law. Business transacted at all special meetings shall be confined to the object
stated in the call.
Section 4. Notice of Meeting of Shareholders. Written or printed notice
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stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
mailed not less than ten (10) nor more than sixty (60) days before the date of
the meeting, by or at the direction of the Chairman, President, the Secretary or
the officer or person calling the meeting, to each shareholder of record
entitled to vote at such meeting. Each notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at such
shareholder's address as it appears on the stock transfer books of the
corporation, with postage prepaid thereon.
Section 5. Quorum. The holders of a majority of the shares issued and
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outstanding, and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
law, by the Articles of Incorporation or by these Bylaws (provided that in no
event shall a quorum consist of the holders of less than one-third (1/3) of the
shares entitled to vote and be thus represented at such meeting). If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting, until the holders of the
requisite amount of voting shares shall be present or represented. At such
adjourned meeting at which the requisite amount of voting shares shall be
present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The vote of the holders of a majority of the shares entitled to vote
and there represented at a meeting at which a quorum is present shall be the act
of the shareholders' meeting, unless the vote of a greater number is required by
law, the Articles of Incorporation or by these Bylaws.
Section 6. Voting and Proxies. At each meeting of the shareholders, every
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shareholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such shareholder and
bearing a date not more than eleven (11) months prior to said meeting unless
said instrument provides for a longer period. Each shareholder shall have one
vote for each share of stock having voting power registered in his name on the
books of the corporation.
Section 7. List of Shareholders Entitled to Vote. The Secretary shall make,
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at least ten (10) days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the principal office of the corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to inspection of any shareholder
during the whole time of meeting. Provided, however, that failure to comply with
the requirements of this Bylaw shall not affect the validity of any action taken
at such meeting.
Section 8. Closing of Transfer Books. For the purpose of determining
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shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for
a stated period, but not to exceed in any case thirty (30) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case not to be more than sixty (60) days nor less than ten (10) days prior
to the meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Article, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.
Section 9. Registered Shareholders. The corporation shall be entitled to
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treat the holder of record of any share or shares of stock as the holder in fact
thereof for all purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of Missouri.
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Section 10. Actions of Shareholders. Any action which might be taken at
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a meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the actions taken shall be signed by all shareholders having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which all shares entitled to vote were present, in acordance with the
provisions of Missouri law.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number, Election, Qualification and Vacancies. The property and
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business of the corporation shall be managed by its Board of Directors. The
number of Directors to constitute the Board shall be not less than three (3) nor
more than fifteen (15), with the exact number to be elected each year to be
detemined by the Board prior to the mailing of the notice of the annual meeting
of shareholders, at any regular or special meeting of the Board. No decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director.
A Director shall serve for one (1) year from the date of the Annual Meeting
of shareholders at which he was elected and until his successor shall be elected
and qualified.
Any vacancy occurring or created in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an Annual Meeting or at a special meeting of the shareholders called
for that purpose, unless the vacancy was created by the shareholders, in which
case it may be filled by the Directors as in the case of any other vacancy.
Directors need not be residents of the State of Missouri.
Section 2. Powers of Board of Directors. In addition to the powers and
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authorities by these Bylaws expressly conferred upon it, the Board may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders.
Section 3. Compensation of Directors. Directors, as such, may receive a
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stated salary for their services, as determined by resolution of the Board; in
addition, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board or committee
thereof; provided, however, that noting herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 4. Place of Meetings. The Directors may hold their meetings and
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keep the books of the corporation at the office of the corporation at the office
of the corporation in the city of Overland Park, Kansas, or at such other place
or places either within or without the State of Oklahoma as they may, from time
to time, determine.
Section 5. First Meeting of New Board of Directors. The first meeting of
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each newly elected Board, for the purpose of organization or otherwise, may be
held at such time and place as shall be fixed by the vote of the shareholders
at the Annual Meeting,
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and no notice of such meeting to the newly elected Directors shall be necessary
in order to legally constitute the meeting, provided a majority of the whole
Board shall be present; or they may meet at such place and time as shall be
fixed by the consent in writing of all of the Directors.
Section 6. Regular Meetings. Regular meetings of the Board may be held
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without notice at such time and place as shall from time to time be determined
by the Board.
Section 7. Special Meetings and Notice. Special meetings of the Board may
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be called by the Chairman or President by notice of the time and place of
meeting served personally upon each Director, or mailed, telegraphed or cabled
to his address upon the books of the corporation, at least forty-eight (48)
hours before the meeting; special meetings shall be called by the Chairman,
President or Secretary in like manner and on like notice on the written request
of a majority of the Directors. Each special meeting of the Board shall be held
at such a place as shall be specified in the notice of such meeting.
Section 8. Attendance and Waiver of Notice. Attendance of a Director at any
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meeting shall constitute a waiver of notice of such meeting except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Neither the business to be transacted at nor the purpose of
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.
Section 9. Quorum. At all meetings of the Board a majority of the Directors
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shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the Directors present at any meeting at
which there is a quorum, shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws; provided, however, that whenever any meeting
of the Board of Directors shall be held outside of the United States of America,
no action taken at such meeting shall be effective unless concurred in by a
majority of the entire Board of Directors.
Section 10. Committees Appointed by Board of Directors. The Board of
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Directors may, by resolution, provide for such standing or special committee as
it deems desirable, and discontinue the same at pleasure. Each such committee
shall have such powers and perform such duties, not inconsistent with law, as
may be assigned to it by the Board of Directors. If provision be made for any
such committee, the members thereof shall be appointed by the Board of Directors
and shall serve during the pleasure of the Board of Directors. Vacancies in such
committees shall be filled by the Board of Directors.
Section 11. Directors' Statements. When requested to do so by the holders
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of at least one-third (1/3) of the outstanding shares of the corporation, the
Board of Directors shall present written reports of the financial condition and
the general condition of the corporation and may present such reports at such
other times as they deem advisable.
Section 12. Appointment of Executive Committee. The Board of Directors may,
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by resolution adopted by a majority of the entire Board, designate an Executive
Committee composed of not less than three (3) of the Directors. The Executive
Committee shall have and may exercise all of the powers of the Board of
Directors in the management of the busines affairs of the corporation and
may otherwise act in all respects as the Board of Directors between meetings of
the Board, except that, without specific approval or direction from the Board of
Directors, the Executive Committee may not:
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(a) Approve the dissolution of the corporation, the merger or consolidation
of the corporation with another company or companies, or the sale of
substantially all of the assets of the corporation.
(b) Authorize the issuance, purchase or redemption of any capital stock of
the corporation.
(c) Terminate the employment of any officer of the corporation or change the
title, duties or compensation of any officer.
(d) Approve any changes to any employment contract with any officer of the
corporation or any of its subsidiaries.
(e) Declare any dividends, other than dividends due with respect to
preferred stock of the corporation which has been issued pursuant to approval of
the Board of Directors.
(f) Approve an amendment to the Bylaws or Certificate of Incorporation of
the corporation or any of its subsidiaries.
(g) Make any expenditure or approve any action which will result in the
expenditure, as to any one matter, in excess of $50,000, other than
expenditures approved in or in conformity with any operating or capital
expenditure budget for the corporation approved by the Board of Directors.
(h) Approve any borrowings on behalf of the corporation other than (i)
purchase money mortgages for acquisitions of assets within the limits set in (g)
above, or (ii) as authorized by or in conformity with any operating or capital
expenditure budget approved by the Board of Directors.
(i) Invest in any other business not presently being conducted by the
corporation or its subsidiaries except as specifically budgeted by the Board of
Directors and, in any event, only to the extent that each such investment is
less than $50,000.
Section 13. Actions of Directors. Any action which might be taken at a
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meeting of the Board of Directors may be taken without a meeting if a record or
memorandum thereof be made, in writing, and signed by all of the members of the
Board.
ARTICLE III
OFFICERS
Section 1. Number, Qualification and Vacancies. The Board of Directors shall
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appoint, as executive officers, a Chairman of the Board, a President, one or
more Executive Vice Presidents, Senior Vice Presidents or Vice Presidients, a
Secretary and a Treasurer and in addtion the Board of Directors may appoint such
other officers, including without limitation, a Vice Chairman of the Board, as
the Board of Directors deems appropriate. The Chairman of the Board and
the President shall be chosen from among the Directors. The executive officers
shall be elected annually by the Board of Directors at its first meeting
following the Annual Meetings of shareholders, and each
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such officer shall hold office until the corresponding meeting in the next year
or until he shall have resigned or shall have been removed in the manner
provided in Section 11 of this Article III. Any vacancy in any of the offices
shall be filled for the unexpired portion of the term by the Board of Directors
at any regular or special meeting. A resignation shall be deemed to take effect
upon its receipt by the Secretary, unless otherwise specified therein.
Section 2. Chairman of the Board. The Chairman of the Board shall preside at
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all meetings of the Board of Directors of the corporation and may preside at
meetings of the shareholders. He shall be an ex-officio member of all standing
committees and shall see that all orders and resolutions of the Board are
carried into effect. He shall, with powers concurrent with the President, have
authority to execute, with the Secretary or an Assistant Secretary, certificates
of shares of the corporation and sign and execute in the name of the corporation
authorized deeds, mortgages, bonds, contracts or other instruments, except in
cases in which the signing and execution thereof shall have been expressly
delegated to some other officer or agent of the corporation.
Section 3. President. Either the Chairman or the President shall be
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designated by the Board of Directors as Chief Executive officer of the
corporation. The Chief Executive Officer shall have direct charge and
supervision of the business of the corporation. If the President is not
designated as the Chief Executive Officer, he shall be designated as the Chief
Operating Officer, in which case he shall have the day-to-day responsibility for
the operation of the corporation and, generally, shall perform all duties
incident to the office of a President of a corporation and such other duties as,
from time to time, may be assigned to him by the Chief Executive Officer or the
Board of Directors. The President may preside at meetings of the shareholders
and at meetings of the Board of Directors at which the Chairman of the Board is
not present. He may sign with the Secretary or an Assistant Secretary,
certificates of shares of the corporation; he may sign and execute, in the name
of the corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases of which the signing and execution thereof shall
have been expressly delegated to some other officer or agent of the corporation.
Section 4. Vice President. If an Executive Vice President be elected, he
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shall be the senior vice president of the Company and shall act as President in
the absence or incapacity of the President. The duties and authority of any
other vice presidents shall be as determined by the Board of Directors.
Section 5. Secretary. The Secretary shall keep the minutes of the meetings
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of the shareholders and of the Board of Directors in books provided for the
purpose, and shall see that all notices are duly given in accordance with the
provisions of these Bylaws, or as required by law; he or she shall be custodian
of the records and of the separate seal or seals of the corporation; he or she
shall see that the corporate seal is affixed to all documents, the execution of
which, on behalf of the corporation, under its seal, in duly authorized, and
when so affixed may attest the same; and, in general, he or she shall perform
all duties incident to the office of a Secretary of a corporation and such other
duties as, from time to time, may be assigned to him or her by the Board of
Directors. The Secretary may sign, with the Chairman, President or a Vice
President, certificates of stock of the corporation.
Section 6. Treasurer. The Treasurer shall have charge of and be responsible
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for all funds, securities, receipts and disbursements of the corporation and
shall deposit or cause to be deposited, in the name of the corporation all
monies or other valuable effects in
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such banks, trust companies or other depositories as shall, from time to time,
be selected by the Board of Directors; he shall render to the Chairman,
President and the Board of Directors whenever requested an account of the
financial condition of the corporation; and, in general, shall perform all the
duties incident to the office of a Treasurer of a corporation, and such other
duties as may be assigned to him by the Board of Directors.
The Treasurer shall give the corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the Board for
the faithful performance of the duties of his office, and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 7. Assistant Officers. The Board of Directors may elect one or more
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Assistant Secretaries and one or more Assistant Treasurers. Each Assistant
Secretary, if any, and each Assistant Treasurer if any, shall hold office for
such period as the Board of Directors may prescribe.
Any Assistant Secretary may, in the absence or the disability of the
Secretary, perform the duties and exercise the powers of the Secretary and any
Assistant Treasurer may, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer. Each of such officers shall
perform such other duties as the Board of Directors shall prescribe.
Section 8. Subordinate Officers. The Board of Directors may elect such
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subordinate or other officers as it may deem desirable. Each such officer shall
hold office for such period, have such authority and perform such duties as the
Board of Directors shall prescribe. The Board of Directors may, from time to
time, authorize any officer to appoint and remove subordinate officers and
prescribe the powers and duties thereof.
Section 9. Officers Holding Two(2) or More Offices. Any two (2) or more
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offices may be held by the same person except that the President and Secretary
shall not be the same person.
Section 10. Compensation of Officers. The Board of Directors shall have the
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power to fix the compensation of all officers of the corporation. It may
authorize any officer upon whom the power of appointing subordinate officers may
have been conferred to fix the compensation of such subordinate officers.
Section 11. Removal of Officers. Any officer of the corporation may be
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removed, with or without cause, by a vote of a majority of the entire Board of
Directors at a meeting called for that purpose, or (except in case of an officer
elected by the Board of Directors) by an officer upon whom such power of removal
may have been conferred.
Section 12. Delegation of Duties. In case of the absence of any officer of
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the corporation or for any other reason that the Board may deem sufficient, the
Board may delegate, for the time being, the powers or duties, or any of them, of
such officer to another officer, or to any Director, provided a majority of the
entire Board concurs therein.
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ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and officers shall be as provided for in the
corporation's Articles of Incorporation.
ARTICLE V
CAPITAL STOCK
Section 1. Certificates of Shares. The certificates of shares of the
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corporation shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the Chairman, the President or a Vice President
and the Secretary or an Assistant Secretary, and may be sealed with the seal of
the corporation or a facsimile thereof. The designations, preferences and
relative participating options or other special rights of each class of shares
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificates which the corporation shall issue to represent such
class or series of shares.
The signatures of the Chairman, President or Vice President and the
Secretary or Assistant Secretary upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent, or registered by a registrar
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be an officer before such certificate is
issued, it may be issued by the corporation with the same affect as if he were
such officer at the date of its issuance.
Section 2. Transfers of Certificates of Shares. Transfers of shares shall be
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made on the books of the corporation only by the person named in the
certificate, or by attorney, lawfully constituted in writing and upon surrender
of the certificate therefor. The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue and registration of certificates of shares and may appoint
transfer agents and/or registrars thereof.
Section 3. Lost or Destroyed Certificates. The Board of Directors may
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direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificates of shares to be lost, and the Board of
Directors, when authorizing such issue of a new certificate or certificates, may
at its discretion and as a condition precedent to the issuance thereof, require
the owner of such lot or destroyed certificate or certificates, or his legal
representatives, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation.
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ARTICLE VI
GENERAL PROVISIONS
Section 1. Corporate Seal. The corporate seal shall be circular in form with
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the name of the corporation appearing around the margin with the words
"Corporate Seal" in the center.
Said seal may be used by causing it, or a facsimile thereof, to be impressed
or affixed or reproduced or otherwise.
Section 2. Inspection of Books and Records by Shareholders. The Secretary
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shall keep at the corporation's registered office or principal place of
business, or at the office of the corporation's transfer agent or registrar (if
there be such a transfer agent or registrar), a record of the corporation's
shareholders, the names and addresses of all shareholders and the number and
class of shares held by each. Any person who is a shareholder of record of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine in person or by agent or attorney, at any reasonable time or
times, for any proper purpose, its books and records of accounts, minutes, and
record of shareholder actions and shall be entitled to make extracts therefrom.
Section 3. Signature on Checks, Drafts and Notes. All checks, drafts, notes
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or other obligations of the corporation shall be signed by the following
officers, to-wit: Chairman, President or Vice President and Treasurer or any
Assistant Treasurer, or by any person or persons thereunto authorized by the
Board of Directors. Such signatures may be manual, or, if so authorized by the
Board of Directors, may be facsimile.
Section 4. Signatures on Endorsements, Assignments, Transfers and
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Securities. All endorsements, assignments, transfers, stock powers or other
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instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by the Chairman,
President or a Vice President and the Secretary or an Assistant Secretary, or by
any officers thereunder authorized by the Board of Directors.
Section 5. Signatures and Proxies of Stock owned by Corporation. The
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Chairman of the corporation, or in his absence or disability, the President of
the corporation, may authorize from time to time the signature and issuance of
proxies to vote upon shares of stock of other companies standing in the name of
the corporation; all such proxies shall be signed in the name of the corporation
by the President or Chairman and the Secretary or an Assistant Secretary.
Section 6. Fiscal Year. The fiscal year of the corporation shall and on the
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thirty-first (31st) day of December in each year, or on such other day as may be
fixed from time to time by the Board of Directors.
Section 7. Dividends. Dividends upon the capital stock of the corporation,
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subject to the provisions of the Articles of Incorporation and applicable
provisions of law, may be declared by the Board of Directors at any regular or
special meeting. Dividends may be paid in cash, in property or in shares of the
capital stock.
Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the Directors from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for
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equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Directors shall think conducive to
the interest of the corporation, and the Directors may abolish any such reserve
in the manner in which it was created.
Section 8. Notices. Whenever any notice is required to be given to any
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shareholder or Director under the provisions of these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice.
ARTICLE VII
AMENDMENTS TO BYLAWS
Section 1. Procedure to Amend. These Bylaws may be altered or repealed or
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new Bylaws may be made either by:
(a) The affirmative vote of the holders of record of a majority of the
outstanding shares of the corporation entitled to vote thereon, given at any
annual or special meeting of the shareholders, provided that notice of the
proposed alteration, repeal or the proposed new bylaw or bylaws be included
in the notice of such meeting or waiver thereof; or
(b) The affirmative vote of a majority of the members of the Board of
Directors given at any annual or regular meeting of the Board, or any
special meeting thereof, provided that notice of the proposed alteration,
repeal or the proposed new bylaws or bylaws be included in the notice of
such special meeting or waiver thereof, or all of the Directors at the time
in office be present at such special meeting; provided, however, that the
Board of Directors shall not adopt or alter any bylaw fixing their number,
qualifications, classifications or term of office.
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