EXHIBIT 3.2

THE NEW YORK TIMES COMPANY
BY-LAWS
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, February 16, 1995, March 20, 1997 and
October 16, 1997.

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
Board of Directors

October 21, 1968 As Ratified by the
February 26, 1969 Class B Stockholders
March 24, 1971 April 22, 1969
March 29, 1972 and the Class A and
March 28, 1973 Class B Stockholders
May 30, 1973 (Article XI only)
November 28, 1973 April 19, 1988
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
March 20, 1997
October 16, 1997

INDEX

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................................................................... 2
4. Special Meetings................................................................... 3
5. Quorum............................................................................. 3
6. Committees......................................................................... 3
7. Salaries........................................................................... 3
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.......................................................... 4
4. The Vice Chairman of the Board..................................................... 4
5. The President...................................................................... 4
6. Vice Presidents.................................................................... 5
7. The Secretary...................................................................... 5
8. The Treasurer...................................................................... 5
9. Duties of Officers may be Delegated................................................ 5

ARTICLE V. STOCK CERTIFICATES.................................................................... 5
1. Issuance of Stock Certificates..................................................... 5
2. Lost Stock Certificates............................................................ 5
3. Transfers of Stock................................................................. 5
4. Regulations........................................................................ 6

ARTICLE VI. SEAL.................................................................................. 6

ARTICLE VII. CHECKS................................................................................ 6

ARTICLE VIII. BOOKS OF ACCOUNT AND STOCK BOOK....................................................... 6

ARTICLE IX. FISCAL YEAR........................................................................... 6

ARTICLE X. VOTING SECURITIES..................................................................... 6

ARTICLE XI. INDEMNIFICATION....................................................................... 7
1. Directors and Officers............................................................. 7
2. Non-Exclusivity.................................................................... 7

PAGE
-----

3. Continuity of Rights............................................................... 7

ARTICLE XII. INTEREST OF DIRECTORS AND OFFICERS IN CONTRACTS WITH THE COMPANY...................... 7

ARTICLE XIII. NOTICES............................................................................... 8

ARTICLE XIV. AMENDMENT............................................................................. 8

iii

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 Friday in May, 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.

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 qualified. 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 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.

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 may appoint from their number a
Chairman of the Board and a Vice Chairman 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.

3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board 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. The 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, the Vice Chairman of 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 executive 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 depositories as may be designated by the Board of
Directors. He 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.

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 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 the 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 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.