CONFIDENTIAL
EXHIBIT 3.133
RESTATED
ARTICLES OF INCORPORATION
OF
PICTORIAL, INC.
This corporation ("Corporation") is governed by the applicable provisions
of the Indiana Business Corporation Law (the "Act").
ARTICLE I
NAME
The name of the Corporation is Pictorial, Inc.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are to conduct and
transact any and all lawful business for which corporations may be incorporated
under the Act.
ARTICLE III
SHARES
SECTION 3.1. NUMBER. The total number of shares which the Corporation is
authorized to issue is twenty-five thousand (25,000) shares.
SECTION 3.2. CLASSES. There shall be one (1) class of shares of the
Corporation, which shall be designated as "Common Shares".
SECTION 3.3. RELATIVE RIGHTS, PREFERENCES, LIMITATIONS AND RESTRICTIONS OF
SHARES.
(a) COMMON SHARES. There shall be two series of Common Shares, with no par
value, subject to the following limitations:
(i) Two Thousand (2,000) Common Shares shall have general voting
rights as to all matters ("Voting Common Shares"); and
(ii) Twenty-three thousand (23,000) Common Shares shall have no voting
rights, except as may be required by the Act ("Non-Voting Common
Shares").
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SECTION 3.4. Voting Rights of Certain Common Shares. Each holder of Voting
Common Shares shall be entitled to one (1) vote for each Voting Common Share
owned of record on the books of the Corporation on each matter submitted to a
vote of the holders of Common Shares. No holder of Non-Voting Common Shares
shall be entitled to vote on any matters submitted to a vote of the holders of
the Common Shares.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
SECTION 4.1. Registered Office. The post office address of the principal
office of the Corporation is 8081 Zionsville Road, Indianapolis, Indiana 46268.
SECTION 4.2. Registered Agent. The name and address of the Resident Agent
in charge of the Corporation's principal office is Alexander C. Lange, 8081
Zionsville Road, Indianapolis, Indiana 46268.
ARTICLE V
INDEMNIFICATION
SECTION 5.1. Rights to Indemnification and Advancement of Expenses.
(a) The Corporation shall indemnify as a matter of right every person made
a party to a proceeding because such person is or was
(i) a member of the Board of Directors of the Corporation,
(ii) an officer of the Corporation, or
(iii) while a director or officer of the Corporation, serving at the
Corporation's request as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, whether for
profit or not,
(each an "Indemnitee") against all liability incurred by such person in
connection with the proceeding; provided that it is determined in the specific
case that indemnification of such person is permissible in the circumstances
because such person has acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that the person's conduct was unlawful. The
Corporation shall pay for or reimburse the reasonable expenses incurred by an
Indemnitee in connection with any such proceeding in advance of final
disposition thereof in accordance with the procedures and subject to the
conditions specified in the Act. The Corporation
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shall indemnify as a matter of right an Indemnitee who is wholly successful, on
the merits or otherwise, in the defense of any such proceeding, against
reasonable expenses incurred by the Indemnitee in connection with the proceeding
without the requirement of a determination as set forth in the first sentence of
this paragraph.
(b) Any indemnification made hereunder shall be made at the discretion of
the Corporation, but only if the Board of Directors, acting by a quorum
consisting of directors who are not parties to or who have been wholly
successful with respect to such claim, action, suit, or proceeding, shall find
that a director, officer, employee or agent has met the standards of conduct set
forth in section (a).
(c) The indemnification provided under this Article shall apply to any
proceeding arising from acts or omissions occurring before or after the adoption
of this Article.
SECTION 5.2. Other Rights Not Affected. Nothing contained in this Article
shall limit or preclude the exercise or be deemed exclusive of any right under
the law, by contract or otherwise, relating to indemnification of or advancement
of expenses to any individual who is or was a director, officer, employee or
agent of the Corporation, or the ability of the Corporation to otherwise
indemnify or advance expenses to any such individual. It is the intent of this
Article to provide indemnification to directors and officers to the fullest
extent now or hereafter permitted by law consistent with the terms and
conditions of this Article. Therefore, indemnification shall be provided in
accordance with this Article irrespective of the nature of the legal or
equitable theory upon which a claim is made, including without limitation
negligence, breach of duty, mismanagement, corporate waste, breach of contract,
breach of warranty, strict liability, violation of federal or state securities
laws, violation of the Employee Retirement Income Security Act of 1974, as
amended, or violation of any other state or federal laws.
SECTION 5.3. Definitions. For purposes of this Article:
(a) The term "director" means an individual who is or was a member of the
Board of Directors of the Corporation or an individual who, while a director of
the Corporation, is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not. A director is considered to be serving an
employee benefit plan at the Corporation's request if the director's duties to
the Corporation also impose duties on, or otherwise involve services by, the
director to the plan or to participants in or beneficiaries of the plan. The
term "director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
(b) The term "expenses" includes all direct and indirect costs (including
without limitation counsel fees, retainers, court costs, transcripts, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, all other
disbursements or out-of-pocket expenses) actually incurred in connection with
the investigation,
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defense, settlement or appeal of a proceeding or establishing or enforcing a
right to indemnification under this Article, applicable law or otherwise.
(c) The term "liability" means the obligation to pay a judgment,
settlement, penalty, fine, excise tax (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred with
respect to a proceeding.
(d) The term "party" includes an individual who was, is or is threatened to
be made a named defendant or respondent in a proceeding.
(e) The term "proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
This instrument was prepared by Kristine M. Camron, Attorney at Law, ICE MILLER
DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana
46282-0002.