Exhibit 3.154
BY-LAWS
of
CUMBERLAND PUBLISHING, INC.
TABLE OF CONTENTS
Section Page
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SHAREHOLDERS 1
1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 1
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Quorum; Acts of Shareholders 2
1.09 Voting Rights 2
1.10 Proxies 3
1.11 Action Without a Meeting 3
DIRECTORS 3
2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 3
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum; Acts of Board 4
2.09 Electronic Communications 5
2.10 Absent Directors 5
2.11 Action Without a Meeting 5
2.12 Committees 5
2.13 Special Litigation Committee 6
2.14 Compensation 6
OFFICERS 6
3.01 Number and Designation 6
3.02 President 6
3.03 Vice Presidents 7
3.04 Secretary 7
3.05 Treasurer 7
3.06 Authority and Duties 7
3.07 Term 7
3.08 Salaries 8
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Section Page
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INDEMNIFICATION 8
4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
5.01 Certificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
6.01 Execution of Instruments 9
6.02 Advances 9
6.03 Corporate Seal 10
6.04 Fiscal Year 10
6.05 Amendments 10
This 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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BY-LAWS
of
CUMBERLAND PUBLISHING. 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 or the President;
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. Annual meetings of the shareholders
may be held on an annual or other less frequent basis as determined by the Board
of Directors. At each regular meeting the shareholders shall elect qualified
successors for directors who serve for an indefinite term or whose terms have
expired or are due to expire within six months after the date of the meeting and
may transact any other business, provided, however, that no business with
respect to which special notice is required by law shall be transacted unless
such notice shall have been given.
Section 1.03 Special Meetings. A special meeting of the shareholders
may be called for any purpose or purposes at any time by the President; by the
Board of Directors or any person specified by the Board of Directors; or by one
or more shareholders holding not less than 25 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 of the Corporation specifying
the purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days
of receipt of a demand by the President from any shareholder or shareholders
entitled to call a meeting of the shareholders, it shall be the duty of the
Board of Directors of the Corporation to cause a special or regular meeting of
shareholders, as the case may be, to be duly called and held on notice not less
than 10 or more than 90 days after receipt of such demand. If the Board of
Directors fails to cause such a meeting to be called and held as required by
this Section, the shareholder or shareholders making the demand may call the
meeting by giving notice as provided in Section 1.06 hereof at the expense of
the Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be
adjourned from time to time to another date, time and place. 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. Except as otherwise specified in
Section 1.05 or required by law, written notice of each meeting of the
shareholders, stating the date, time and place and, in the case of a special
meeting, the purpose or purposes, shall be given at least ten days and not more
than 90 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.
Section 1.07 Waiver of 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, orally or by attendance.
Attendance by a shareholder at a meeting is a waiver of notice of that meeting,
unless the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
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 Articles 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. A shareholder shall have
one vote for each share held which is entitled to vote. Except as otherwise
required by law, a holder of shares entitled to vote may vote any portion of the
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 may fix a date not more than 90 days before
the date of a meeting of shareholders as the date for the determination of the
holders of shares entitled to
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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 Proxies. A shareholder may cast or authorize the
casting of a vote by filing a written appointment of a proxy with an officer of
the Corporation at or before the meeting at which the appointment is to be
effective.
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 action signed by all of the shareholders
entitled to vote on that action. 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.
DIRECTORS
Section 2.01 Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of three or
more directors, provided that if there is stock outstanding and so long as there
are less than three shareholders, the number of directors may be less than three
but not less than the number of shareholders. Directors shall be natural
persons. The shareholders at each regular meeting shall determine the number of
directors to constitute the Board, provided that thereafter the authorized
number of directors may be increased by the shareholders or the Board and
decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term
that expires at the next regular 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
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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 of and immediately after each regular
meeting of the shareholders.
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. A waiver of notice 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 and thereafter does not participate in the
meeting.
Subdivision 2. If the day or date, time and place of a Board 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 Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of a majority of the directors present at a
duly held meeting.
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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 meeting, 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 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. An action required or
permitted to be taken at a Board meeting may be taken without a meeting by
written action signed by all of the directors. The written action is effective
when signed by the required number of directors, unless a different effective
time is provided in the written action.
Section 2.12 Committees. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board 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, except as provided in Section
2.13.
Subdivision 2. A committee shall consist of two or more natural
persons who are directors, appointed by affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.11 hereof shall
apply to committees and members of committees to the same extent as those
sections apply to the Board and directors.
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Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.13 Special Litigation Committee. Pursuant to the procedure
set forth in Section 2.12, the Board may establish a committee composed of one
or more independent directors or other independent persons to determine whether
it is in the best interests of the Corporation to pursue a particular legal
right or remedy of the Corporation and whether to cause, to the extent permitted
by law, the dismissal or discontinuance of a particular proceeding that seeks
to assert a right or remedy on behalf of the Corporation. The committee, once
established, is not subject to the direction or control of, or termination by,
the Board. A vacancy on the committee may be filled by a majority vote of the
remaining committee members. The good faith determinations of the committee are
binding upon the Corporation and its directors, officers and shareholders to the
extent permitted by law. The committee terminates when it issues a written
report of its determinations to the Board.
Section 2.14 Compensation. The Board may fix the compensation, if
any, of directors.
OFFICERS
Section 3.01 Number and Designation. The Corporation shall have one
or more natural persons exercising the functions of the offices of President,
Secretary and Treasurer. The Board of Directors may elect or appoint such other
officers or agents as it deems necessary for the operation and management of the
Corporation, with such powers, rights, duties and responsibilities as may be
determined by the Board, including, without limitation one or more Vice
Presidents, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person, provided that a person may not serve concurrently as President and Vice
President of the same corporation.
Section 3.02 President. Unless provided otherwise by a resolution
adopted by the Board of Directors, the President (a) shall have general active
management of the business of the Corporation; (b) shall, when present, preside
at all meetings of the shareholders and Board of Directors; (c) shall see that
all orders and resolutions of the Board are carried into effect; (d) may
maintain records of and certify proceedings of the Board and shareholders; and
(e) shall perform such other duties as may from time to time be assigned by the
Board of Directors.
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Section 3.03 Vice Presidents. Any one or more Vice presidents, if
any, may be designated by the Board of Directors 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 of
Directors, 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 3.04 Secretary. The Secretary, unless otherwise determined
by the Board, shall attend all meetings of the shareholders and all meetings of
the Board of Directors, 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 of Directors.
Section 3.05 Treasurer. The Treasurer shall perform such duties as
may from time to time be assigned by the Board of Directors.
Section 3.06 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 3.07 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.
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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 meeting.
Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in
the office of Chief Executive Officer or Chief Financial Officer shall, be
filled for the unexpired portion of the term by the Board.
Section 3.05 Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or by the President if
authorized by the Board.
INDEMNIFICATION
Section 4.01 Indemnification. The Corporation shall indemnify such
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by the Maryland
General Corporation Law, 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.
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 President or any Vice President, and 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. It 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.
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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 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.
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. In the case of certificated shares, 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 90 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. 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
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.
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.
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Section 6.04 Corporate Seal. The Corporation shall have no corporate
seal.
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall
end on the Saturday nearest the last day of March.
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 the
Board shall not adopt, amend or repeal any By-Law fixing a quorum for meetings
of shareholders, prescribing procedures for removing directors or filling
vacancies in the Board, or fixing the number of directors or their
classifications, qualifications or terms of office, but may adopt or amend a
By-Law that increases the number of directors.
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