RESTATED BY-LAWS
of
HANSON PUBLISHING GROUP, INC.
TABLE OF CONTENTS
Section Page
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SHAREHOLDERS 1
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1.01 Place of Meetings
1.02 Regular Meetings
1.03 Special Meetings
1.04 Meetings Held Upon Shareholder Demand
1.05 Adjournments
1.06 Notice of Meetings; Business Transacted
1.07 Waiver of Notice
1.08 Quorum; Acts of Shareholders
1.09 Voting Rights
1.10 Proxies
1.11 Action Without a Meeting
DIRECTORS 3
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2.01 Number; Qualifications
2.02 Tenant
2.03 Vacancies
2.04 Place of Meetings
2.05 Regular Meetings
2.06 Special Meetings
2.07 Waiver of Notice; Previously Scheduled Meetings
2.08 Quorum; Acts of Board
2.09 Electronic Communications
2.10 Absent Directors
2.11 Action Without a Meeting
2.12 Committees
2.13 Removal of Directors
2.14 Compensation
OFFICERS 6
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3.01 Number and Designation
3.02 Chief Executive Officer
3.03 Chief Operating Officer
3.04 Chief Financial Officer
3.05 President
3.06 Vice Presidents
3.07 Secretary
3.08 Treasurer
3.09 Authority and Duties
3.10 Term
3.11 Salaries
3.12 Notice of Changes in Directors and Officers
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Section Page
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INDEMNIFICATION 7
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4.01 Indemnification
4.02 Insurance
4.03 Other Corporations
SHARES 8
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5.01 Certificated Shares
5.02 Declaration of Dividends and Other Distributions
5.03 Transfer of Shares
5.04 Record Date
MISCELLANEOUS 9
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6.01 Execution of Instruments
6.02 Advances
6.03 Corporate Seal
6.04 Fiscal Year
6.05 Amendments
Table of Contents is not part of the By-Laws of the Corporation It is
intended merely to aid in the utilization of the By-Laws.
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RESTATED BY-LAWS
of
HANSON PUBLISHING GROUP, INC.
SHAREHOLDERS
------------
Section 1.01 . Place of Meetings. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other place
as may be designated by the Board of Directors, Chief Executive Officer or Chief
Operating Officer; provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the county where the
principal executive office of the Corporation is located.
Section 1.02. Regular Meetings. Regular meetings of the shareholders shall
be held on an annual basis at a date and time determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a substitute annual meeting may be called
in the same manner as in the case of a special meeting.
Section 1.03 Social Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the President or Chief
Executive Officer, by the Board of Directors or by one or more shareholders
holding not less than ten percent of the voting power of all shares of the
Corporation entitled to vote, who shall demand such special meeting by written
notice given to the President or Chief Executive Officer of the Corporation
specifying the purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. After the President or
Chief Executive Officer of the Corporation receives a demand from any
shareholder or shareholders entitled to call a meeting of the shareholders, the
President shall call a special or regular meeting of shareholders, as the case
may be, to be held no later than fifteen days after such demand has been
received for the purposes specified in such demand, and shall give notice
thereof as provided herein.
Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned
from time to time to another date, time and place by the holders of a majority
of the voting power of the shares entitled to vote represented at the meeting.
If any meeting of the shareholders is so adjourned, no notice as to such
adjourned meeting need be given if the date, time and place at which the meeting
will be reconvened are announced at the time of adjournment.
Section 1.06 Notice of Meetings; Business Transacted. Written notice of
each meeting of the shareholders, stating the date, time any place and, in the
case of a special meeting, the purpose or purposes, shall be given at least
seven days and not more than fifty days prior to the meeting to every holder of
shares entitled to vote at such meeting. The business transacted at a special
meeting of shareholders is limited to the purposes stated in the notice of the
meeting. Any matter relating to the affairs of the Corporation may be brought up
for action at an annual meeting of shareholders, provided, however, that unless
stated in the notice of the meeting, (1) no by-law may be brought up for
adoption, amendment or repeal,
and (2) no matter, other than election of directors, may be brought up which
expressly requires the vote of shareholders pursuant to the Connecticut Stock
Corporation Act (the "Act").
Section 1.07 Waiver and Notice. A shareholder may waive notice of the date,
time, place and purpose or purposes of a meeting of shareholders. A waiver of
notice by a shareholder entitled to notice is effective whether given before, at
or after the meeting, and whether given in writing or by attendance. Attendance
by a shareholder at a meeting is a waiver of notice of that meeting, unless the
shareholder objects prior to or at the commencement of the meeting to the
transaction of business because the meeting is not lawfully called or convened
due to a lack of proper notice.
Section 1.08 Quorum; Acts of Shareholders. The holders of a majority of the
voting power of the shares entitled to vote at a shareholders' meeting are a
quorum for the transaction of business. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number of
the shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. Except as otherwise required by law or
specified in the Certificate of Incorporation of the Corporation, the
shareholders shall take action by the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote at a
duly held meeting of shareholders.
Section 1.09 Voting Rights. Subdivision 1. Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders unless and except to the extent that voting
rights of shares of any class are specified, increased, limited or denied by the
Certificate of Incorporation of the Corporation. Except as otherwise required by
law, a holder of shares entitled to vote may vote any portion of such shares in
any way the shareholder chooses. If a shareholder votes without designating the
proportion or number of shares voted in a particular way, the shareholder is
deemed to, have voted all of the shares in that way.
Subdivision 2. The Board of Directors may fix a date not more than seventy
days and not less than ten days before the date of a meeting of shareholders as
the date for the determination of the holders of shares entitled to notice of
and entitled to vote at the meeting. When a date is so fixed, only shareholders
on that date are entitled to notice of and permitted to vote at that meeting of
shareholders.
Section 1.10 A shareholder may cast or authorize the casting of a vote by
filing a written appointment of a proxy, signed and dated, with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective. Such proxy shall be invalid after eleven months from its date of
execution unless it specifies the length of time for which it is to continue in
force or limits its use to a particular meeting not yet held.
Section 1.11 Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written consent, setting forth the action so taken or to be
taken, signed by all of the shareholders entitled to vote
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on that action, or by their duly authorized attorneys. The written action is
effective when it has been signed by all of those shareholders, unless a
different effective time is provided in the written action. All such
resolutions, waivers, consents and approvals shall be recorded in the minute
books of the Corporation.
DIRECTORS
Section 2.01 Number; Qualifications. Except as provided in the certificate
of incorporation, the business, property and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors. Directors shall be
natural persons. The Corporation shall have a Board of Directors not less than
three or more than seven directors. However, if at any time there are less than
three shareholders, the minimum number of directors shall be the same as the
number of shareholders. The number of directors shall be determined, within the
limits stated above, from time to time, by the shareholders entitled to vote.
Directors need not be shareholders or residents of Connecticut.
Section 2.02 Term. Each director shall serve for a term that expires at the
next annual meeting of the shareholders. A director shall hold office until a
successor is elected and has qualified or until the earlier death, resignation,
removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors resulting from
the death, resignation, removal or disqualification of a director may be filled
by the affirmative vote of a majority of the remaining members of the Board,
though less than a quorum. Vacancies on the Board resulting from newly created
directorships may be filled by the affirmative vote of a majority of the
directors serving at the time such directorships are created. Each person
elected to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next regular meeting or at any special
meeting duly called for that purpose.
Section 2.04 Place of Meetings. Each meeting of the Board of Directors
shall be held at the principal executive office of the Corporation or at such
other place as may be designated from time to time by a majority of the members
of the Board.
Section 2.05 Regular Meetings. Regular meetings of the Board of Directors
for the election of officers and the transaction of any other business shall be
held without notice at the place determined by a majority of the members of the
Board.
Section 2.06 Special Meetings. A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the Board
by giving not less than two days' notice to all directors of the date, time and
place of the meeting, provided that when notice is mailed, at least four days'
notice shall be given. The notice need not state the purpose of the meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings. Subdivision
1. A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board of Directors. A waiver of notice
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by a director entitled to notice is effective whether given before, at or after
the meeting, and whether given in writing, orally or by attendance. Attendance
by a director at a meeting is a waiver of notice of that meeting, unless the
director objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened due to a lack of proper
notice.
Subdivision 2. If the day or date, time and place of a Board of Directors
meeting have been provided herein or announced at a previous meeting of the
Board, no notice is required. Notice of an adjourned meeting need not be given
other than by announcement at the meeting at which adjournment is taken of the
date, time and place at which the meeting will be reconvened.
Section 2.08 Quorum; Acts of Board. The presence in person of a majority of
the directors currently holding office shall be necessary to constitute a quorum
for the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly held meeting is
convened, the directors present may continue to transact business until
adjournment, even though the withdrawal of a number of the directors originally
present leaves less than the proportion or number otherwise required for a
quorum. Except as otherwise required by law or specified in the Certificate of
Incorporation of the Corporation, the Board of Directors shall take action by
the affirmative vote of a majority of the directors present at a duly held
meeting.
Section 2.09 Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear each
other during the conference constitutes a Board of Directors meeting or a
meeting of a committee of the Board of Directors, if the same notice is given of
the conference as would be required for a meeting, and if the number of
directors participating in the conference would be sufficient to constitute a
quorum at a meeting. A director may participate in a Board meeting not described
in the immediately preceding sentence by any means of communication through
which the director, other directors so participating and all directors
physically present at the meeting may simultaneously hear each other during the
meeting. Participation in a meeting by any means referred to in this Section
2.09 constitutes presence in person at the meeting.
Section 2.10 Absent Directors. A director of the Corporation may give
advance written consent or opposition to a proposal to be acted on at a Board of
Directors meeting. If the director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.
Section 2.11 Action Without a Meeting. Any action required or permitted to
be taken at a Board of Directors meeting or at a meeting of a committee of the
Board of Directors may be taken without a meeting by
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written consent signed by all of the directors, if the number of such directors
or members signing constitutes a quorum for such action, and such action shall
be a valid corporate action as though it had been authorized at a meeting of the
Board of Directors or committee, as the case may be. The written action is
effective when signed by the required number of directors, unless a different
effective time is provided in the written action. When written action is
permitted to be taken by less than all directors, all directors shall be
notified immediately of its text and effective date. The secretary shall file
such consents with the minutes of the meetings of the Board of Directors.
Section 2.12 Committees. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board of Directors may establish
committees having the authority of the Board in the management of the business
of the Corporation only to the extent provided in the resolution. Committees
shall be subject at all times to the direction and control of the Board.
Subdivision 2. A committee shall consist of one or more natural persons,
who shall be directors, appointed by affirmative vote of a majority of the
directors present at a duly held Board of Directors meeting.
Subdivision 3. Sections 2.04 to 2.11 hereof shall apply to committees and
members of committees to the same extent as those sections apply to the Board of
Directors.
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee.
Section 2.13 Removal of Directors. Any one or more directors may be removed
either with or without cause at any time, by a vote of the shareholders holding
a majority of the stock entitled to vote at any special meeting called for this
purpose. When any director is removed at any special meeting, a new director may
be elected at the same meeting of the shareholders for the unexpired term of the
director removed. If the shareholders fail to elect a person to fill the
unexpired term of the director removed, such unexpired term shall be considered
a vacancy on the board which may be filled by the remaining director or
directors as provided above.
Section 2.14 Compensation. The Board of Directors may fix the compensation,
if any, of directors.
OFFICERS
Section 3.01 Number and Designation. The Board of Directors shall elect a
President, such Vice Presidents as may be deemed necessary or appropriate in its
discretion, a Treasurer and a Secretary, and it shall elect or appoint, from
time to time, such other officers and assistant officers as may be deemed
necessary or appropriate in its discretion. Any two or more offices may be held
by the same person, except the offices of President and Secretary.
Section 3.02 Chief Executive Officer. Unless otherwise determined by the
Board of Directors, the Chief Executive Officer (a) shall,
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when present, preside at all meetings of the Board of Directors; (b) shall see
that all orders and resolutions of the Board are carried into effect; (c) may
maintain records of and certify proceedings of the Board and shareholders; and
(d) shall perform such other duties as may be prescribed by the Board of
Directors from time to time.
Section 3.03 Chief Operating Officer. Unless otherwise determined by the
Board of Directors, the Chief Operating Officer shall have general active
management of the Corporation, may supervise all operating aspects of the
Corporation and shall perform such other duties as may be prescribed by the
Board of Directors from time to time.
Section 3.04 Chief Financial Officer. Unless otherwise determined by the
Board of Directors, the Chief Financial Officer (a) shall keep accurate
financial records for the Corporation; (b) shall deposit all monies, drafts and
checks in the name of and to the credit of the Corporation in such banks and
depositories as the Board shall designate from time to time; (c) shall endorse
for deposit all notes, checks and drafts received by the Corporation as ordered
by the Board, making proper vouchers therefor; (d) shall disburse corporate
funds and issue checks and drafts in the name of the Corporation, as ordered by
the Board; (e) shall render to the Chief Executive Officer or Chief Operating
Officer and the Board, whenever requested, an account of all of such officer's
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Operating Officer from time to time.
Section 3.05 President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer or Chief Operating
Officer of the Corporation. The President shall perform such duties as may be
prescribed by the Board from time to time, including presiding at all meetings
of the shareholders and, in the absence of the Chairman of the Board, at
meetings of the Board.
Section 3.06 Vice Presidents. Any one or more Vice Presidents, if any, may
be designated by the Board as Executive Vice Presidents or Senior Vice
Presidents. During the absence or disability of the President, it shall be the
duty of the highest ranking Executive Vice President, and, in the absence of any
such Vice President, it shall be the duty of the highest ranking Senior Vice
President or other Vice President, who shall be present at the time and able to
act, to perform the duties of the President. The determination of who is the
highest ranking of two or more persons holding the same office shall, in the
absence of specific designation of order of rank by the Board, be made on the
basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.
Section 3.07 Secretaries. Unless otherwise determined by the Board of
Directors, the Secretary shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.
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Section 3.08 Treasurer. Unless otherwise determined by the Board of
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board.
Section 3.09 Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.10 Term. Subdivision 1. All officers of the Corporation shall
hold office until their respective successors are chosen and have qualified or
until their earlier death, resignation or removal.
Subdivision 2. An officer may resign at any time by giving written notice
to the Corporation. The resignation is effective without acceptance when the
notice is given to the Corporation, unless a later effective date is specified
in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board of Directors meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may be filled for the unexpired portion
of the term by the Board of Directors.
Section 3.11 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the Chief Executive Officer if
authorized by the Board.
Section 3.12 Notice of Changes in Directors and Officers. Whenever a
director or officer of the Corporation (a) ceases to be in office because of
death, resignation, removal, disqualification or otherwise, or (b) is appointed
or elected to the Board of Directors or to hold a corporate office, such
director or officer or the Corporation shall file as a matter of public record,
within 90 days following the date of such cessation, appointment or election, a
notice with the Secretary of State of the State of Connecticut. Such notice
shall be executed and filed as provided in Section 33-285 of the Act and shall
set forth (a) the name of the Corporation, (b) the name of the director or
officer to which the notice relates, (c) his or her respective office or former
office, and (d) the respective date when he or she was appointed or elected or
ceased to be in office.
INDEMNIFICATION
Section 4.01 Indemnification. The Corporation shall indemnify such persons,
for such expenses and liabilities, in such manner, under such
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circumstances, and to such extent, as required or permitted by Section 33-320a
of the Act, as amended from time to time, or as required or permitted by other
provisions of law.
Section 4.02 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.
Section 4.03 Other Corporations. Unless otherwise determined by the Board
of Directors, the President or such other officer of the Corporation duly
authorized by the President, shall have full power and authority on behalf of
the Corporation to attend and to vote at any meeting of the shareholders of any
corporation of which the Corporation may hold stock, and may exercise on behalf
of the Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of the Corporation in
connection with the exercise of the rights and powers incident to the ownership
of such stock.
SHARES
Section 5.01 Certificated Shares. Subdivision 1. The shares of the
Corporation shall be certificated shares. Each holder of duly issued
certificated shares is entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall be
signed by the Chief Executive Officer, the President or any Vice President, and
the Chief Financial Officer, the Secretary or any. Assistant Secretary, but when
a certificate is signed by a transfer agent or a registrar, the signature of any
such officer upon such certificate may be a facsimile, engraved or printed. If a
person signs or has a facsimile signature placed upon a certificate while an
officer, transfer agent or registrar of the Corporation, the certificate may be
issued by the Corporation, even if the person has ceased to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.
Subdivision 3. A certificate representing shares issued by the Corporation
shall, if the Corporation is authorized to issue shares of more than one class
or series, set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designations, preferences, limitations and
relative rights of the shares of each class or series authorized to be issued,
so far as they have been determined, and the authority of the Board of Directors
to determine the relative rights and preferences of subsequent classes or
series.
Section 5.02 Declaration of Dividends and Other Distributions. The Board of
Directors shall have the authority to declare dividends and other distributions
upon the shares of the Corporation to the extent permitted by law.
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Section 5.03 Transfer of Shares. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. Shares shall be transferred only upon
surrender and cancellation of certificates for a like number of shares. The
Board of Directors, however, may appoint one or more transfer agents and
registrars to maintain the share records of the Corporation and to effect
transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time, not
exceeding sixty days preceding the date fixed for the payment of any dividend or
other distribution, as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution, and in such
case only shareholders of record on the date so fixed shall be entitled to
receive payment of such dividend or other distribution, notwithstanding any
transfer of any shares on the books of the Corporation after any record date so
fixed.
MISCELLANEOUS
Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages,
bonds, checks, contracts and other instruments pertaining to the business and
affairs of the Corporation shall be signed on behalf of the Corporation by the
Chief Executive Officer, or the Chief Operating Officer, or the President, or
any Vice President, or by such other person or persons as may be designated from
time to time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding different
offices or functions and one person holds such offices or exercises such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.
Section 6.02 Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
Section 6.03 Corporate Seal. The Corporation shall have no seal.
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall end on
the Saturday nearest the last day of March of each year.
Section 6.05 Amendments. The Board of Directors shall have the power to
adopt, amend or repeal the By-Laws of the Corporation, subject to the power of
the shareholders to change or repeal the same, provided, however, that no By-Lay
prescribing the vote required to amend the By-Laws or any provisions thereof
shall be amended by a lesser vote.
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