EMPIRE PRESS, INC.
ARTICLES OF AMENDMENT
(1) The name of this corporation is Empire Press, Inc.
(2) The following amendment to the Articles of Incorporation has been
adopted by the written action of the sole shareholder of the Corporation on
January 7, 1994: adopted by January.
RESOLVED, that Article I has been amended to read in its
entirety:
"ARTICLE I"
The name of this corporation is Cowles History Group, Inc."
EMPIRE PRESS INC.
By: /s/ JAMES J. VIERA
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James J. Viera
Its: Vice President
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EMPIRE PRESS, INC.
The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, states as follows:
ARTICLE I
The name of this Corporation is Empire Press. Inc.
ARTICLE II
This Corporation is authorized to issue an aggregate total of 1,000 shares,
all of which shall be designated Common Stock, having a par value of $.0l per
share.
ARTICLE III
This Corporation's initial registered office address is 5511 Staples Mill
Road, Richmond, VA 23228 and the registered office is located in the County of
Henrico.
ARTICLE IV
The name of this Corporation's initial registered agent, whose business
office is identical with the above registered office, is Edward R. Parker.
The initial registered agent is an individual who is a resident of Virginia
and a member of the Virginia State Bar.
ARTICLE V
The name and address of the incorporator of this Corporation is as follows:
Carmen M. Evers
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
ARTICLE VI
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE VII
No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase or acquire any shares of this Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.
The names of the first directors of this Corporation are:
David C. Cox
Christopher M. Little
James A. Alcott
ARTICLE IX
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation not needing approval by the shareholders under
Virginia Stock Corporation Act, may be taken by written action signed by the
number of directors that would be required to take such action at a meeting of
the Board of Directors at which all directors are present.
ARTICLE X
No director of this Corporation shall be personally liable to this
Corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to this
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Title 13.1-section 697 of the Code of Virginia, (iv) for any transaction from
which the director derived an improper personal benefit or (v) for any act or
omission occurring prior to the effective date of this Article. No amendment to
or repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of this Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
December, 1991
/s/ CARMEN R. EVERS
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Carmen R. Evers
Incorporator
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