EXHIBIT 3.14
NEW BYLAWS DATED FEBRUARY 18, 1998
OF
GREAT WESTERN DIRECTORIES, INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the
Corporation shall be located at such place, within the State of Texas, as the
Board of Directors shall designate from time to time.
Section 2. Other Offices. The Corporation may also have offices
at such other places both within or without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
SHAREHOLDERS
Section 1. Place of Meetings. All meetings of the shareholders
shall be held within or without the State of Texas at such place as may be
designated from time to time by the Board of Directors.
Section 2. Annual Meetings. A meeting of shareholders shall be
held annually for the purpose of the election of directors and to transact such
other business as may be properly brought before the meeting shall be held at
10:00 a.m. on the 2nd Thursday of March. If such day is a legal holiday, then
the annual meeting will be held on the next business day.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting shall be given to each shareholder entitled to vote thereat not less
than ten (10) nor more than fifty (50) days before the day of the meeting.
Section 4. List of Shareholders Entitled to Vote. The officer who
has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of shareholders, a complete list of
shareholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
shareholder. Such list shall kept on file at the registered office or principal
place of business of the Corporation and shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the election. The list
shall be produced and kept at the time and place of election during the whole
time thereof, and shall be subject to the inspection of any shareholder who may
be present.
Section 5. Call of Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called at any time by the
president, or by the Board of Directors, or by any two (2) or more directors, or
by one or more shareholders, holding at least ten percent (10%) of the shares
entitled to vote at the meeting. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Notice of Special Meeting. Written notice of a special
meeting of shareholders, stating the time, place and object thereof, shall be
given to each shareholder entitled to vote thereat, not less than ten (10) nor
more than sixty (60) days before the date fixed for the meeting.
Section 7. Transactions at Special Meeting. Business transacted
at any special meeting of the shareholders shall be limited to the purposes
stated in the notice.
Section 8. Quorum. The holders of a majority of the capital stock
issued and outstanding and entitled to a vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the holder of a
majority of such shares entitled to vote thereat, present in person or
represented by proxy, 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 or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 9. Voting at Meetings of Shareholders. When a quorum is
present at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 10. Vote in Person or by Proxy. Each shareholder shall at
every meeting of the shareholders be entitled to one (1) vote in person or by
proxy for each share of the capital stock having voting power held by such
shareholder, but no proxy shall be voted on after eleven (11) years from its
date, unless the proxy provides for a longer period.
Section 11. Consent of Shareholders in Lieu of Meeting. Any
action required or permitted by the provisions of the statutes or of the
Articles of Incorporation to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting of such shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of all of the outstanding stock
entitled to vote thereon were present and voted.
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ARTICLE III
DIRECTORS
Section 1. Number and Qualifications. Three (3) directors shall
constitute the Board of Directors. Thereafter, the number of directors which
shall constitute the whole Board shall be determined by resolution of the Board
of Directors. Directors need not be shareholders.
Section 2. Election and Vacancies. At each annual meeting, the
shareholders shall elect by ballot the members of the Board of Directors. Each
person named in the Articles of Incorporation as a director shall hold office
until the first annual meeting of the shareholders or until his successor shall
have been elected by the shareholders, unless he shall have been removed by the
shareholders. Each director elected thereafter shall hold office for a term of
one (l) year and thereafter until his successor shall have been elected and
qualified, unless he shall be removed by action of the shareholders. Whenever
any vacancy on the Board of Directors shall occur for any reason, a majority of
the remaining directors then in office, even if that majority is less than a
majority of the entire Board of Directors, may fill the vacancy or vacancies so
created until a successor or successors shall be duly elected by the
shareholders and shall qualify.
Section 3. Power to Manage Corporation. The business of the
Corporation shall be managed by its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
Section 4. Creation of Committees. The Board of Directors may by
resolution passed by a majority of the Board create one or more committees, each
committee to consist of one or more directors of the Corporation. To the extent
provided by the Board of Directors, each committee may exercise all the powers
and authority of the Board so granted and may authorize the seal of the
Corporation to be affixed to all papers which so require. However, the
committee(s) may not be empowered to amend the Articles of Incorporation or the
Bylaws of the Corporation, adopt an agreement of consolidation or merger,
recommend to the shareholders the sale, lease, or exchange of all or
substantially all of the Corporation's assets, recommend to the shareholders a
dissolution or revocation of dissolution, declare a dividend, or authorize the
issuance of stock. In the absence or disqualification of a member of a
committee, the member(s) thereof present at the meeting and qualified to vote,
whether or not those present constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of the absent or
disqualified member.
Section 5. Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Texas.
Section 6. Organization Meeting. The first meeting of each newly
elected Board of Directors shall be held within or without the State of Texas,
at the call of a majority of the directors named in the Articles of
Incorporation, for the purpose of adopting bylaws, electing officers, and
transacting such other business as may come before the meeting. The directors
calling the meeting shall give at least three (3) days notice thereof by mail to
each director so named, stating the time and place of the meeting.
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Section 7. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board, but not less often than annually.
Section 8. Special Meetings. Special meetings of the Board may be
called by the president, or, if he is absent or unable or refuses to act, by any
Vice President or any two directors. Written notice of the special meeting,
stating the time, and in general terms the purpose or purposes thereof, shall be
mailed, telecopied or personally delivered to each director on one (1) day's
notice.
Section 9. Telephonic Meetings. Members of the Board of Directors
may participate in any regular or special meeting of the Board of Directors, or
of any committee of the Board, by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
9 will constitute presence in person at such meeting.
Section 10. Quorum. At all meetings of the Board, a majority of
the directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 11. Action Without Meeting. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or committee.
ARTICLE IV
NOTICES
Section 1. Notice to Shareholders. Notices to shareholders shall
be in writing and delivered, mailed or telecopied to the shareholders at their
addresses on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed, postage prepaid. Notice given
by telecopy shall be deemed to be given at the time the telecopy is dispatched.
Section 2. Notice to Directors. Notices to directors may be oral
or written, and if in writing must be delivered, mailed or telecopied to the
directors at their addresses appearing on the books of the Corporation. Notice
given by mail shall be deemed to be given at the time when the same shall be
mailed. Notice given by telecopy shall be deemed to be given at the time the
telecopy is dispatched. Notice may be given by telephone.
Section 3. Written Waiver of Notice. Whenever any notice is
required to be given under the provisions of the statutes or of the Articles of
Incorporation or of these Bylaws, a
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waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Officers Shall be Chosen by Directors. The officers of
the Corporation shall be elected by the Board of Directors and shall be a
president and a secretary. The Board of Directors may also choose a Chairman of
the Board of Directors, vice presidents, a treasurer, assistant secretaries and
assistant treasurers. Any two (2) or more offices may be held by the same
person.
Section 2. Election at Directors' Organization Meeting. The Board
of Directors at its first meeting and thereafter at its first meeting after each
annual meeting of shareholders shall elect a president and a secretary.
Section 3. Appointment of Other Officers. The Board of Directors
may appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.
Section 4. Compensation. The compensation of all officers and
agents of the Corporation shall be fixed by the Board of Directors.
Section 5. Tenure. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the members of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.
Section 6. Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Corporation and shall preside at all
meetings of the stockholders. The Chairman of the Board shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall have such authority and perform such duties as are normally exercised and
performed by the chief executive officer of a corporation. The Chairman of the
Board shall sign or countersign or authorize others to sign certificates,
contracts and other instruments of the Corporation. The Chairman of the Board
shall have the authority assigned herein to a treasurer unless the Board of
Directors elects a treasurer. In the absence of direction by the Board of
Directors to the contrary, the Chairman of the Board shall have the power to
vote all securities held by the Corporation and to issue proxies therefor.
Section 7. President. The president shall have general and active
management of the business of the Corporation. The president shall also perform
such duties as are delegated to him by the Chairman of the Board and the Board
of Directors.
Section 8. Vice President. A vice president shall have such
powers and perform such duties as may be assigned by the Board of Directors or
the president. In the absence or
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disability of the president, the vice president designated by the Board of
Directors or the president shall perform the duties and exercise the powers of
the president.
Section 9. The Secretary. The secretary shall be under the
supervision of the Board of Directors. The secretary shall attend all meetings
of the Board of Directors and all meetings of the shareholders and record all
the proceedings of the meetings of the shareholders and of the Board of
Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The secretary shall give, or cause to
be given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or president. The secretary shall have custody of the
corporate seal of the Corporation and the secretary, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it, and when
so affixed it may be attested by the signature of the secretary or of such
assistant secretary. The Board of Directors may give general authority to any
other officer or committee to affix the seal of the Corporation and to attest
the affixing by his signature.
Section 10. Assistant Secretaries. An assistant secretary shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 11. The Treasurer. The treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the treasurer shall give the Corporation
a bond, in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office
and for the restoration to the Corporation, in case of the death, resignation,
retirement or removal from office of the treasurer, of all books, papers,
vouchers, money and other property of whatever kind in the possession of or
under the control of the treasurer belonging to the Corporation.
Section 12. Assistant Treasurer. An assistant treasurer shall, in
the absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe. If required by
the Board of Directors, the assistant treasurer shall give the Corporation a
bond, in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office
and for the restoration to the Corporation, in case of the death, resignation,
retirement or removal from office of the assistant treasurer, of all books,
papers, vouchers, money and other property of whatever kind in the possession of
or under the control of the assistant treasurer belonging to the Corporation.
Section 13. Delegation of Power. In case of absence of any
officer of the
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Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board may delegate the powers or duties of such officer to any
other officer, director, or committee for the time being, provided a majority of
the entire Board concurs therein.
ARTICLE VI
CAPITAL STOCK
Section 1. Certificate of Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the president or a vice president and the secretary or an
assistant secretary of the Corporation certifying the number of shares owned by
him in the Corporation. Any or all of the foregoing signatures may be facsimile.
Section 2. Fixing Record Date. The Board of Directors may fix in
advance a date not exceeding sixty (60) nor less than ten (10) days preceding
the date of any meeting of shareholders, and not exceeding sixty (60) days
preceding the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of shareholders for any purpose, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividends, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 3. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Texas.
Section 4. Issuance of New Stock. The Corporation shall not have
authority to issue additional stock or bonds, notes or debentures convertible
into stock, or warrants or rights to subscribe to stock except in the quantity
and amount approved and to the person or persons to whom issuance is approved by
the affirmative vote of a majority of the members of the Board of Directors of
the Corporation, or by the affirmative vote of the holders of a majority of the
common stock outstanding.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock.
Section 2. Seal. Any seal of the Corporation may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments. These Bylaws may be made, altered, amended
or repealed, subject to the provisions of the Articles of Incorporation, at any
regular meeting of the shareholders or of the Board of Directors or at any
special meeting of the shareholders or of the Board of Directors if notice of
such making, alteration, amendment or repeal be contained in the notice of such
special meeting.
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