EXHIBIT 10.2
BYLAWS
OF
DOW JONES & COMPANY, INC.
(Amended and Restated as of April 21, 2003)
OFFICES AND RECORDS
1. The corporation shall maintain a registered office in Delaware, and may
maintain such other offices and keep its books, documents and records at such
places within or without Delaware as may from time to time be designated by the
board of directors or the business of the corporation may require.
MEETINGS OF STOCKHOLDERS
2. All meetings of the stockholders shall be held at such place within or
without Delaware as the board of directors shall designate. The place at which
any given meeting is to be held shall be specified in the notice of such
meeting.
3. An annual meeting of the stockholders of the corporation for the
election of directors and for the transaction of any other proper business shall
be held either (i) at 11:00 a.m. on the third Wednesday in April, unless such
day is a legal holiday, in which event the meeting shall be held at the same
time on the next business day, or (ii) at such other time and date as the board
of directors shall designate.
4. Except as otherwise provided by the laws of Delaware or by the
certificate of incorporation, a quorum for the transaction of business at
meetings of the stockholders, other than the election of directors to be elected
by the holders of common stock voting separately as a class, shall consist of
the holders of a majority of the votes of the shares of stock entitled to vote
thereat, present in person or represented by proxy. A quorum for the election of
directors to be elected by the holders of common stock voting separately as a
class shall consist of the holders of a majority of the shares of common stock
entitled to vote thereat, present in person or represented by proxy. Whether or
not a quorum is present, the holders of a majority of the votes of the shares of
stock present in person or by proxy at any duty called meeting and entitled to
vote thereat may adjourn the meeting from time to time to another time or place,
at which time, if a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally scheduled. Notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than thirty days or a new record date is fixed for the
adjourned meeting, in which event a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
5. Every stockholder having the right to vote at a meeting of stockholders
shall be entitled to exercise such vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder or by his duly authorized
attorney-in-fact. At every meeting of the stockholders every holder of common
stock shall be entitled to one (1) vote in person or by proxy for each share of
common stock standing in his name on the stock transfer records of the
corporation and every holder of class B common stock shall be entitled to ten
(10) votes in person or by proxy for each share of class B common stock standing
in his name on the stock transfer records of the corporation, provided that at
every meeting of the stockholders called for the election of directors the
holders of common stock, voting separately as a class, shall be entitled to
elect one-third (1/3) of the number of directors to be elected at such meeting
and if one- third (1/3) of such number of directors is not a whole number, then
the holders of common stock, voting separately as a class, shall be entitled to
elect the next higher whole number of directors to be elected at such meeting,
and the holders of class B common stock shall have no voting rights with respect
to the election of such directors. Except as otherwise provided by the laws of
Delaware, by the certificate of incorporation or by these bylaws, all elections
shall be determined and all questions decided by a plurality of the votes cast
in respect thereof, a quorum being present. Every reference in these bylaws to a
majority or other proportion of shares of stock shall refer to such majority or
other proportion of the votes of such shares of stock.
6. The secretary shall prepare and make, at least ten days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open 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
meeting, or, if not so specified, at the place where the meeting is to be held.
The list 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.
7. Notice of each meeting of the stockholders shall be given by the
secretary, not less than ten nor more than sixty days before the meeting, to
each stockholder entitled to vote at such meeting. Such notice shall set forth
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes thereof, and the business transacted at any special
meeting shall be confined to the purposes stated in such notice. No such notice
of any given meeting need be given to any stockholder who files a written waiver
of notice thereof with the secretary, either before or after the meeting.
Attendance of a person at a meeting of stockholders, in person or by proxy,
shall constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
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BOARD OF DIRECTORS
8. The business of the corporation shall be managed by its board of
directors. The number of directors shall be not less than sixteen nor more than
eighteen, and, subject to such limitation, shall be fixed from time to time by
majority vote of the whole board of directors. Resignations of directors must be
in writing and shall be effective upon the date of receipt thereof by the
secretary or upon an effective date specified therein, whichever date is later,
unless acceptance is made a condition of the resignation, in which event it
shall be effective upon acceptance by the board. Except for directors who were
in office on October 31, 1977, no director who is an employee of the corporation
or any of its subsidiaries at the time of his election as a director shall be
eligible for reelection as a director after the termination of his employment.
9. The board of directors may by resolution request any retired director
to serve in an advisory capacity. Service in an advisory capacity shall be at
the pleasure of the board and upon such terms and conditions and for such
compensation as the board may determine. A retired director serving in such an
advisory capacity may attend meetings of the board and take part in discussions
thereat but may not vote upon any matter thereat and shall not be considered a
director as that term is used in these bylaws or in the certificate of
incorporation.
10. The board of directors may exercise all such powers of the corporation
and do all such lawful acts and things as are not by the laws of Delaware, by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD
11. The first meeting of the board of directors after the annual meeting
of stockholders may be held without notice, either immediately after said
meeting of stockholders, or at such other time and at such place, whether within
or without Delaware, as shall be determined by the board.
12. Regular meetings of the board may be held without notice at such time
and place, whether within or without Delaware, as shall from time to time be
determined by the board.
13. Special meetings of the board of directors shall be called by the
secretary at the request in writing of the chairman of the board or the
president or of any two directors. Such request shall state the purpose or
purposes of the proposed meeting. Such meetings may be held at any place,
whether within or without Delaware. Notwithstanding the provisions of section 40
of these bylaws, notice of each such meeting shall be given by the secretary or
the chairman of the board to each director at least four hours before the
meeting; such notice may be given by telephone. Such notice shall set forth the
time and place at which the meeting is to be held and the purpose or purposes
thereof. No such notice of any given meeting need be given to any director who
files a written waiver of notice
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thereof with the secretary, either before or after the meeting.
14. At meetings of the board of directors, a majority of the directors
then in office shall constitute a quorum for the transaction of business unless
there is an even number of directors in office in which event one-half thereof
shall constitute such a quorum; provided, however that in no event shall such a
quorum consist of less than one-third of the total number of directors
determined by the board of directors under section 8. In the absence of a quorum
at any duly scheduled or duly called meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present, at which time any
business may be transacted which might have been transacted at the meeting as
originally scheduled.
15. 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 committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.
EXECUTIVE COMMITTEE
16. An executive committee of three or more directors may be designated
by resolution passed by a majority of the whole board. The board may designate
one or more directors as alternate members of the executive committee, who may
replace any absent or disqualified member at any meeting of the executive
committee. During the intervals between meetings of the board the executive
committee shall advise and aid the officers of the corporation in all matters
concerning its interests and the management of its business, and generally
perform such duties as may be directed by the board of directors from time to
time. The executive committee shall possess and may exercise all the powers of
the board while the board is not in session, except power to amend the bylaws
and to fill newly created directorships and vacancies on the board or the
executive committee. Unless he resigns, dies or is removed prior thereto, each
member of the executive committee shall continue to hold office until the first
meeting of the board of directors after the annual meeting of stockholders next
following his designation, and until his successor has been designated.
Resignations of members of the executive committee must be in writing and shall
be effective upon the date of receipt thereof by the secretary or upon the
effective date specified therein, whichever date is later, unless acceptance is
made a condition of the resignation, in which event it shall be effective upon
acceptance by the board. Any member of the executive committee may be removed at
any time, with or without cause, by a majority vote of the whole board. Regular
meetings of the executive committee may be held without notice at such time and
place as shall from time to time be determined by the executive committee.
Special meetings of the executive committee shall be called by the secretary at
the request of the chairman of the board or of the president or of any two
members of the committee. Notice of each special meeting of the executive
committee shall be given by the secretary to each member of the committee. No
such notice of any given meeting need be given to any member of the
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executive committee who attends the meeting or who files a written waiver of
notice thereof with the secretary, either before or after the meeting.
17. A quorum for the transaction of business at meetings of the executive
committee shall consist of a majority of the members of the committee then in
office. If the board has not designated alternate members of the executive
committee, or if all such alternates are absent or disqualified, the members of
the committee present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may n the absence or disqualification of any
member of the committee unanimously appoint another member of the board of
directors to act at the meeting in the place of such absent or disqualified
member.
18. The executive committee shall keep regular minutes of its proceedings
when any action is taken other than recommendations to the board and report the
same to the board also.
COMPENSATION OF DIRECTORS
19. The directors as such, and as members of any special or standing
committee, may receive such compensation for their services as may be fixed from
time to time by resolution of the board. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
OFFICERS
20. The officers of the corporation shall be chosen by the board of
directors. The principal officers shall be a chairman of the board, a president,
a vice chairman, one or more vice presidents (one or more of whom may be
designated as executive or senior vice presidents or by other designations), a
secretary and a treasurer. Two or more offices may be held by the same person.
The chairman of the board, the president and the vice chairman shall be chosen
by the directors from their own number. The salaries of the principal officers
of the corporation shall be fixed by the board.
21. The board may appoint such other officers, assistant 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 by
the board.
22. Unless he resigns, dies or is removed prior thereto, each officer of
the corporation shall hold office until his successor has been chosen and has
qualified. Any person elected or appointed by the board of directors may be
removed at any time, with or without cause, and all vacancies (however arising)
may be filled at any time, by the affirmative vote of a majority of the
directors then in office. Any other employee of the corporation may be removed
at any time, with or without cause, by the chairman of the board or the
president or by any superior of such employee to whom the power of removal has
been delegated by the chairman of the board or the president.
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CHAIRMAN OF THE BOARD
23. (a) The chairman of the board shall preside at all meetings of the
stockholders and directors.
(b) He shall be the chief executive officer and have general
supervision and direction of the business of the corporation, shall see that all
resolutions of the board are carried into effect, and shall be a member of all
committees of the board except any audit or compensation committee appointed by
the board.
(c) He shall have all the general powers and duties usually vested in
the chief executive officer of a corporation, and in addition shall have such
other powers and perform such other duties as may be prescribed from time to
time by the board of directors.
PRESIDENT
24. (a) The president shall be the chief operating officer of the
corporation.
(b) He shall be vested with all the powers and perform all the duties
of the chairman of the board in the absence or disability of the chairman of the
board.
VICE CHAIRMAN AND VICE PRESIDENTS
25. The vice chairman and each vice president shall have such powers and
perform such duties as may be prescribed from time to time by the board of
directors, the chairman of the board or the president. In the absence or
disability of the chairman of the board and the president, the vice chairman
shall be vested with all the powers and perform all the duties of said officers,
and the performance of any act or the execution of any instrument by the vice
chairman in any instance in which such performance or execution would
customarily have been accomplished by the chairman of the board or the president
shall constitute conclusive evidence of the absence or disability of the
chairman of the board and the president.
SECRETARY
26. The secretary shall attend all meetings of the stockholders and record
all votes and the minutes of all proceedings in a book to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and all meetings of directors when notice is required by these
bylaws. He shall have custody of the seal of the corporation and, when
authorized by the board of directors, or when any instrument requiring the
corporate seal to be affixed shall first have been signed by the chairman of the
board, the president, the vice chairman or a vice president, shall affix the
seal to such instrument and shall attest the same by his signature. He shall
have such other powers and perform
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such other duties as may be prescribed from time to time by the board of
directors or the chairman of the board or the president.
ASSISTANT SECRETARY
27. If the board appoints one or more assistant secretaries, each
assistant secretary shall be vested with all the powers and authorized to
perform all the duties of the secretary in his absence or disability. The
performance of any act or the execution of any instrument by an assistant
secretary in any instance in which such performance or execution would
customarily have been accomplished by the secretary shall constitute conclusive
evidence of the absence or disability of the secretary. Each assistant secretary
shall perform such other duties as may be prescribed from time to time by the
board of directors or the chairman of the board or the president or the
secretary.
TREASURER
28. (a) The treasurer shall have custody of the corporate funds and
securities, 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
depositaries as may be designated by the board of directors.
(b) He shall disburse the funds of the corporation as ordered by the
board, taking proper vouchers for such disbursements, and shall render to the
chairman of the board, the president and the board of directors, at the regular
meetings of the board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the corporation.
(c) If required by the board of directors, he shall give the
corporation a bond, in a sum and with one or more sureties satisfactory to the
board, for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
(d) He shall have such other powers and perform such other duties as
may be prescribed from time to time by the board of directors or the chairman of
the board or the president.
ASSISTANT TREASURERS
29. If the board appoints one or more assistant treasurers, each assistant
treasurer shall be vested with all the powers and authorized to perform all the
duties of the treasurer in his absence or disability. The performance of any act
or the execution of any instrument by an assistant treasurer in any instance in
which such performance or execution would customarily have been accomplished by
the treasurer shall constitute
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conclusive evidence of the absence or disability of the treasurer. Each
assistant treasurer shall perform such other duties as may be prescribed from
time to time by the board of directors or the chairman of the board or the
president or the treasurer.
DUTIES OF OFFICERS MAY BE DELEGATED
30. In the case of the absence of any officer of the corporation, or for
any other reason that the board may deem sufficient, the board may delegate for
the time being the powers or duties, or any of them, of such officer to any
other officer or to any director.
POWERS OF EXECUTION
31. (a) All checks and other demands for money and notes and other
instruments for the payment of money shall be signed on behalf of the
corporation by the treasurer or an assistant treasurer or by such other person
or persons as the board of directors or the chairman of the board or the
president and the treasurer jointly may from time to time designate.
(b) All contracts, deeds and other instruments to which the seal of
the corporation is affixed shall be signed on behalf of the corporation by the
chairman of the board, by the president, by the vice chairman, by any vice
president, or by such other person or persons as the board of directors may from
time to time designate, and shall be attested by the secretary or an assistant
secretary.
(c) All other contracts, deeds and instruments shall be signed on
behalf of the corporation by the chairman of the board, by the president, by the
vice chairman, by any vice president, or by such other person or persons as the
board of directors or the chairman may from time to time designate.
(d) All shares of stock owned by the corporation in other
corporations shall be voted on behalf of the corporation by such persons and in
such manner as shall be prescribed by the board of directors.
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
32. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to the full
extent permitted by the General Corporation Law of Delaware, upon such
determination having been made as to
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his good faith and conduct as is required by said General Corporation Law.
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized by these bylaws.
CERTIFICATES OF STOCK
33. The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by (i) the
chairman of the board or president or vice chairman or a vice president and (ii)
the treasurer or an assistant treasurer or the secretary or an assistant
secretary. Any or all of the signatures on any stock certificate may be a
facsimile. If any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a stock certificate shall cease to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such an
officer, transfer agent or registrar at the date of issue.
TRANSFERS OF STOCK
34. Transfers of stock shall be made on the books of the corporation only
by the person named in the certificate or by his attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.
DATE FOR DETERMINING STOCKHOLDERS OF RECORD
35. In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which 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.
REGISTERED STOCKHOLDERS
36. The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of Delaware.
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LOST CERTIFICATES
37. Any person claiming a certificate of stock to be lost, stolen or
destroyed shall make an affidavit of that fact in form satisfactory to the
corporation, and shall, if the board of directors so requires, give the
corporation a bond of indemnity, in form satisfactory to the corporation,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen or destroyed. The board
of directors in its discretion may, as a prerequisite to the issuance of a new
certificate, impose such additional lawful requirements as it sees fit.
DIVIDENDS
38. Dividends upon the capital stock of the corporation may be declared by
the board of directors at any regular or special meeting as provided by the laws
of Delaware and the certificate of incorporation. Before payment of any dividend
or making any distribution of profits, there may be set aside out of the surplus
or net profits of the corporation such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors shall
think conducive to the interests of the corporation.
SEAL
39. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal.
Delaware."
NOTICES
40. Whenever, under the provisions of these bylaws, notice is required to
be given to any director or stockholder, such notice may be given in writing (i)
by mail, by depositing the same in the United States mail, postage prepaid, or
(ii) by telegram, by delivering the same payment of the applicable tariff to a
telegraph company for transmission, in either case addressed to such director or
stockholder at such address as appears on the records of the corporation, and
such notice shall be deemed to be given at the time when the same shall be so
mailed or so delivered to a telegraph company.
AMENDMENTS
41. These bylaws may be altered or amended (i) at any regular meeting of
the stockholders by the affirmative vote of the holders of a majority of the
stock issued and outstanding and entitled to vote thereat or (ii) at any regular
meeting of the board of directors by the affirmative vote of a majority of the
directors then in office or (iii) at any special meeting of the stockholders or
of the directors by such votes if notice of the proposed alteration or amendment
shall have been contained in the notice of such meeting.
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FISCAL YEAR
42. The fiscal year of the corporation shall be the calendar year.
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