Exhibit 3.1
Amended and Restated as of December 12, 2007
BY-LAWS
of
SCHOLASTIC CORPORATION
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be
established and maintained at 1209 Orange Street, Wilmington, Delaware. The
Corporation Trust Company shall be the registered agent of this Corporation in
charge thereof.
Section 2. Principal Office. The principal office of the Corporation
shall be located at 555 Broadway, New York, New York 10012, or at such other
location in the State of New York as the Board of Directors may from time to
time determine.
Section 3. Other Offices. The Corporation may also have such other
offices, either within or without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings of Stockholders. All meetings of the
stockholders shall be held at the principal office of the Corporation in the
State of New York or at such other location, within or without the State, as
shall be fixed by the Board of Directors and specified in a notice of meeting or
waiver of notice thereof.
Section 2. Annual Meetings of Stockholders. Annual meetings of
stockholders shall be held at such times and on such dates as the Board of
Directors, by resolution, shall determine and as set forth in the notice of the
meeting.
Section 3. Special Meetings of Stockholders. Special meetings of the
stockholders may be called at any time by the President and shall be called by
the Corporate Secretary upon receipt of a written request therefor signed by a
majority of the Board of Directors or by the holders of record of at least
one-quarter of the outstanding shares of the Corporation entitled to vote on the
action proposed to be taken. Such written request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting
shall be limited to the business stated to be the purpose or purposes of the
meeting in such written request and the notice of the meeting or any waiver of
notice thereof.
Section 4. Notice of Meetings of Stockholders. There shall be written
notice of every meeting of stockholders, which shall state the place, date and
hour of the meeting and, unless it is the annual meeting, indicate that it is
being issued by or at the direction of the person or persons calling the
meeting. Notice of a special meeting shall also state the purpose or purposes
for which the meeting is called. A copy of the notice of any meeting shall be
given, personally or by mail, not less than ten nor more than sixty days before
the date of the meeting, to each stockholder entitled to vote at such meeting.
If mailed, such notice shall be deemed given when deposited in the United States
mail, with postage thereon prepaid, directed to the stockholder at such
stockholder's address as it appears on the record of stockholders, or, if such
stockholder shall have filed with the Corporate Secretary of the Corporation a
written request that notices be mailed to some other address, then directed to
such stockholder at such other address.
Section 5. Waivers of Notice of Meetings of Stockholders. Notice of
meeting need not be given to any stockholder who submits a signed waiver of
notice, in person or by proxy, whether before or after the meeting. The
attendance of any stockholder at a meeting, in person or by proxy, without
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened, shall constitute a
waiver of notice by such stockholder.
Section 6. Adjourned Meetings. The stockholders present at a meeting of
stockholders may adjourn the meeting despite the absence of a quorum. When a
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders has been made, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date for the adjourned
meeting. When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting the Corporation may transact
any business that might have been transacted on the original date of the
meeting. However, if the adjournment is for more than thirty days or if, at or
after the adjournment, the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 7. Quorum of Stockholders. The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business, provided that, when a
specified item of business is required to be voted on by a class or series,
voting as a class or series, the holders of a majority of such class or series
shall constitute a quorum for the transaction of such specified item of
business. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.
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Section 8. Fixing Record Date. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action. Such date, fixed as the record date, shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.
Section 9. List of Stockholders at Meeting. A complete list of the
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order, with the address of each and the number of shares held by
each, shall be opened to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list, which shall be certified by the Corporate Secretary or the transfer
agent, shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.
Section 10. Proxies. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be signed by
the stockholder or the stockholder's attorney-in-fact. No proxy shall be valid
after the expiration of three years from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
stockholder executing it, except in those cases where an irrevocable proxy is
provided by law.
Section 11. Inspectors at Meetings of Stockholders. The Board of
Directors, in advance of any meeting of stockholders, shall appoint one or more
inspectors to act at the meeting or any adjournment thereof and make a written
report thereof. In case any person appointed fails to appear or act, the vacancy
shall be filled by alternate appointment made by the Board of Directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of the inspector's duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine and retain for a reasonable period a record of the disposition of any
challenges determined by them, certify their determination of the number of
shares represented at the meeting and their count of all votes, ballots or
consents and otherwise do such acts as are proper to conduct the election or
vote with fairness to all stockholders. A report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote as certified
by them.
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Section 12. Voting. Subject to any limitations on the right to vote
contained in the Certificate of Incorporation of the Corporation, every
stockholder of record shall be entitled at every meeting of stockholders to one
vote for every share standing in the stockholder's name on the record of
stockholders. Subject to the Certificate of Incorporation of the Corporation and
Article III, Section 4 of these By-laws and except as otherwise required by law,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in the election. Any
other corporate action by vote of the stockholders shall, except as otherwise
required by law, be authorized by a majority of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote thereon.
Section 13. Action Without Meeting. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, 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 outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
DIRECTORS
Section 1. Board of Directors. The business of the Corporation shall be
managed by its Board of Directors.
Section 2. Qualifications of Directors. Each director shall be at least
18 years of age. Directors need not be stockholders.
Section 3. Number of Directors. The number of directors constituting
the entire Board of Directors shall be not less than three nor more than
fifteen, such number to be determined annually by the holders of the Class A
Stock.
Section 4. Election and Term of Directors. At each annual meeting of
stockholders the holders of the shares of the Corporation's Common Stock voting
as a class shall elect one-fifth of the members of the Board of Directors,
provided, however, that such holders, voting as a class, shall always be
entitled to elect at least one member of the Board of Directors, and the holders
of the shares of the Corporation's Class A Stock, voting as a class, shall elect
the remaining members of the Board of Directors. Each director shall hold office
until the next annual meeting and until such director's successor shall have
been elected and qualified or until such director's earlier resignation or
removal.
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Section 5. Vacancies. In the event of a vacancy occurring, for any
reason, in the seat of a director who has been or would be elected by the
holders of the Common Stock, such vacancy shall be filled solely by vote of a
majority of the remaining directors, though less than a quorum, who have been
elected by the holders of the Common Stock. In the event of a vacancy occurring,
for any reason, in the seat of a director who has been or would be elected by
the holders of the Class A Stock, such vacancy shall be filled solely by vote of
a majority of the remaining directors, though less than a quorum, who have been
elected by the holders of the Class A Stock. A director elected to fill a
vacancy shall hold office until the next meeting of stockholders at which the
election of directors is in the regular order of business and until such
director's successor shall have been elected and qualified.
Section 6. Removal of Directors. Any director may be removed for cause
or without cause by vote of the holders of the class of stock which elected such
director.
Section 7. Quorum of Directors. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business or of any
specified item of business.
Section 8. Action by the Board of Directors. The vote of a majority of
the directors present at a meeting of the Board of Directors at the time of the
vote, if a quorum is present at such time, shall, except as otherwise provided
by law, be the act of the Board of Directors.
Section 9. Action Without Meeting. 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 by written consent, setting forth the action so
taken, signed by all members of the Board of Directors or of such committee, as
the case may be.
Section 10. Participation by Conference Telephone. Any one or more
members of the Board or any committee thereof may participate in a meeting of
the Board or such committee by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 11. Place and Time of Meetings of the Board of Directors. The
first meeting of each newly elected Board of Directors shall be held immediately
following the annual meeting of stockholders and at the place thereof. Other
meetings of the Board of Directors, regular or special, may be held at any place
selected by the Board of Directors.
Section 12. Notice of Meetings of the Board of Directors. Regular
meetings of the Board of Directors may be held without notice if the time and
place of such meetings are fixed by these By-laws or the Board of Directors.
Special meetings of the Board of Directors may be called by the President and
shall be called by the Corporate Secretary upon receipt of a written request
therefor signed by any two directors and shall be held upon notice to the
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directors. The notice shall state the place, date and hour of the meeting and
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. The notice shall be given personally (including by
telephone) or by mail, telecopier, telegram, cable or other public
instrumentality, not less than three business days before the date of the
meeting, to each director. Such notice shall be deemed given, if mailed, when
deposited in the United States mail, with postage thereon prepaid, if
telecopied, upon confirmed receipt, or, if telegraphed, cabled or sent by other
pubic instrumentality, when given to the telegraph company, cable company or
other public instrumentality, directed to the director at such director's
business address, or, if such director shall have filed with the Corporate
Secretary of the Corporation a written request that notices to such director be
mailed, telegraphed, cabled or sent to some other address, then directed to such
director at such other address. A notice, or waiver of notice, need not specify
the purpose of any regular or special meeting of the Board of Directors.
Section 13. Waivers of Notice of Meetings of Directors. Notice of a
meeting need not be given to any director who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director.
Section 14. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board of Directors,
may designate from among its members an executive committee and other
committees, each of which shall consist of three or more directors, and each of
which, to the extent provided in the resolution or in these By-laws, shall have
all the powers and authority of the Board of Directors, except that no such
committee shall have the power or authority as to the following matters:
(1) Approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the Delaware General Corporation Law to
be submitted to stockholders for approval.
(2) The amendment or repeal of the By-laws or the adoption of new
By-laws.
The Board of Directors may designate one or more directors as
alternative members of any such committee, who may replace an absent or
disqualified member or members at any meeting of such committee. In addition,
the member or members of any committee present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any absent or disqualified member. Each such committee shall serve at
the pleasure of the Board of Directors.
Section 15. Reimbursement and Compensation of Directors. The Board of
Directors shall have authority to fix the compensation of directors for services
in any capacity. The directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director. No such
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payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of the executive committee
or any other committee may be allowed similar reimbursement and compensation for
their services as such.
ARTICLE IV
OFFICERS
Section 1. Number. The Board of Directors may elect or appoint a
Chairman of the Board, one or more Vice Chairmen of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Corporate Secretary and a
Treasurer, and such other officers as it may determine. Any two or more offices
may be held by the same person, except that the same person may not hold both
the offices of President and Corporate Secretary.
Section 2. Election and Term of Office. The officers of the Corporation
to be elected or appointed by the Board of Directors shall be elected or
appointed annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the stockholders. Each officer
shall hold office until the first meeting of the Board of Directors following
the next annual meeting of stockholders and until such officer's successor shall
have been elected or appointed and qualified or until such officer's earlier
resignation or removal.
Section 3. Chairman. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and shall have and perform
such other duties as from time to time may be assigned to the Chairman by the
Board of Directors or the executive committee.
Section 4. Vice Chairman. The Vice Chairman (or, if there shall be more
than one, the Vice Chairman designated by the Chairman) shall preside at the
meetings of the Board of Directors in the absence of the Chairman of the Board.
Each Vice Chairman shall otherwise have and perform such other duties as from
time to time may be assigned to such Vice Chairman by the Board of Directors or
the executive committee.
Section 5. Chief Executive Officer. The Chief Executive Officer shall
have direct charge of and general supervision over the affairs, property and
business of the Corporation, including the power to appoint and remove such
employees (other than those specifically mentioned in this Article IV) as the
business may require, shall have general supervision over all officers of the
Corporation, including the determination of their specific responsibilities and
duties, shall determine or approve all additions or changes in management
personnel and shall have such other duties as may be assigned to the Chief
Executive Officer from time to time by the Board of Directors.
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Section 6. President. The President shall have such general powers and
duties of supervision and management usually vested in the office of President
of the Corporation. The President shall preside at all meetings of the
stockholders if present thereat and, in the absence of the Chairman and Vice
Chairman of the Board of Directors, at all meetings of the Board of Directors.
Except as the Board of Directors shall authorize the execution thereof in some
other manner, the President shall execute bonds, mortgages and other contracts
on behalf of the Corporation and shall cause the seal to be affixed to any
instrument requiring it.
Section 7. Vice Presidents. Vice Presidents shall have seniority in
order designated by the Board of Directors, shall have such powers and shall
perform such duties as shall be assigned by the Board of Directors or the Chief
Executive Officer and may be designated by such further title descriptive of
their duties or seniority as the Board of Directors may approve. In the absence
or disability of the President, the Vice President designated by the Board of
Directors shall perform the duties and exercise the powers of the President.
Section 8. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The Treasurer
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries 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 or the President, taking proper vouchers for
such disbursements. The Treasurer shall render to the President and the Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his 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 for the faithful discharge of
his or her duties in such amount and with such surety as the Board shall
prescribe.
Section 9. Corporate Secretary. The Corporate Secretary shall give, or
cause to be given, notice of all meetings of stockholders and directors, and all
other notices required by law or by these By-laws. In case of the absence of or
refusal or neglect by the Corporate Secretary to do so, any such notice may be
given by any person thereunto directed by the President, or by the directors or
stockholders upon whose requisition the meeting is called as provided in these
By-laws. The Corporate Secretary shall record all the proceedings of the
meetings of the stockholders and of the Board of Directors in a book to be kept
for that purpose and shall perform such other duties as may be assigned to the
Corporate Secretary by the Board of Directors or the Chief Executive Officer.
The Corporate Secretary shall have the custody of the seal of the Corporation
and shall affix the same to all instruments requiring it, when authorized by the
Board of Directors or the President, and attest the same.
Section 10. Assistant Treasurers and Assistant Corporate Secretaries.
Assistant Treasurers and Assistant Corporate Secretaries, if any, shall be
elected and shall have such powers and shall perform such duties as shall be
assigned to them, respectively, by the Board of Directors or the Chief Executive
Officer.
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Section 11. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors with or without cause, but
such removal without cause shall be without prejudice to the contract rights, if
any, of the person so removed.
Section 12. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
Section 13. Compensation of Officers. The compensation of the officers
shall be fixed from time to time by the Board of Directors or any committee
thereof to which such authority has been delegated, and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument or other document in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES, RECORD
OF STOCKHOLDERS, TRANSFER OF SHARES
Section 1. Certificates Representing Shares. Any or all classes or
series of the capital stock of the Corporation may be certificated or
uncertificated, as provided under the General Corporation Law of the State of
Delaware from time to time. Certificates, if any, for shares of capital stock,
shall be in such form as shall be determined by the Board of Directors. All
share certificates shall be consecutively numbered or otherwise identified,
shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or
the President or a Vice-President and the Corporate Secretary or an Assistant
Corporate Secretary or the Treasurer or an Assistant Treasurer and may, but need
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not, be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue. Each certificate shall state upon the face
thereof: (1) that the Corporation is formed under the laws of the State of
Delaware; (2) the name of the person or persons to whom issued; and (3) the
number and class of shares and the designation of the series, if any, which such
certificate represents.
Section 2. Lost, Destroyed or Wrongfully Taken Certificates. The Board
of Directors may direct a new certificate or certificates or an uncertificated
share or uncertificated shares to be issued in place of any certificate or
certificates theretofore issued by the Corporation, alleged to have been lost,
apparently destroyed or wrongfully taken, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost, apparently
destroyed or wrongfully taken. When authorizing such issue of a new certificate
or certificates or an uncertificated share or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, apparently destroyed or wrongfully
taken certificate or certificates, or the owner's legal representative, to
advertise the same in such a manner as it shall require and/or give the
Corporation a bond in such sum and with such surety or sureties as it may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, apparently destroyed or
wrongfully taken.
Section 3. Record of Stockholders. The Corporation shall keep a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof. The Corporation shall be protected in treating the persons in
whose names shares stand on the record of stockholders as the owners thereof for
all purposes.
Section 4. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate, if such shares are
certificated, representing shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer or, if such shares
are uncertificated, upon appropriate instructions from the holder thereof or any
attorney duly authorized, it shall be the duty of the Corporation to issue a new
certificate or uncertificated share to the person entitled thereto, and cancel
the old certificate, if any, and every such transfer of shares shall be entered
on the record of stockholders of the Corporation.
ARTICLE VII
INDEMNIFICATION
No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director of the Corporation; provided, however, that the
foregoing is not intended to eliminate or limit the liability of a director of
the Corporation for (i) any breach of a director's duty of loyalty to the
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Corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) a
violation of Section 174 of the General Corporation Law of the State of Delaware
or (iv) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article VII shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment. The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as that Section may be amended and supplemented from time to time,
indemnify any director or officer of the Corporation (and any director, trustee
or officer of any corporation, business trust or other entity to whose business
the Corporation shall have succeeded) which it shall have power to indemnify
under that Section against any expenses, liabilities or other matter referred to
in or covered by that Section. The indemnification provided for in this Article
(a) shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-law, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such office, (b)
shall continue as to a person who has ceased to be a director or officer and (c)
shall inure to the benefit of the heirs, executors and administrators of such a
person. To assure indemnification under this Article of all such persons who are
determined by the Corporation or otherwise to be or to have been "Fiduciaries"
of any employee benefit plan of the Corporation which may exist from time to
time and which is governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974," as amended from time to time, such Section 145
shall, for the purposes of this Article, be interpreted as follows: an "other
enterprise" shall be deemed to include such an employee benefit plan; the
Corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines;" and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.
Any person made, or threatened to be made, a party to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation or any other
corporation of any type or kind, domestic or foreign, or of any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the Corporation served in any capacity at the request of
the Corporation, by reason of the fact that such person, or such person's
testator or intestate, was a director or officer of the Corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity at the request of the Corporation, shall be
indemnified by the Corporation to the fullest extent permitted by law.
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The right to indemnification conferred in this Article VII in respect
of directors and officers shall also include the right to be paid by the
Corporation the expenses (including attorneys' fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or proceeding in
advance of its final disposition, provided that any such advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer shall
only be made upon delivery to the Corporation of an undertaking, by or on behalf
of such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this Article, the Certificate of Incorporation of the Corporation or
otherwise.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on June 1 of each year.
ARTICLE X
SEAL
The Board of Directors shall provide a suitable seal containing the
name of the Corporation, which seal shall be in the charge of the Corporate
Secretary. The Corporation may use the seal by causing it or a facsimile to be
affixed or impressed or reproduced in any other manner.
ARTICLE XI
AMENDMENT AND REPEAL
These By-laws may be amended or repealed by vote of the holders of the
shares of the Corporation's Class A Stock. These By-laws may also be amended or
repealed by the Board of Directors.
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