Javascript is disabled. Please enable Javascript to log in.
Published: 2008-03-26

Bylaws - Knight-Ridder Inc.




                                     BYLAWS
                                       OF

                               KNIGHT-RIDDER, INC.
                               -------------------

                        (As Amended Through May 12, 1999)

                                    ARTICLE I
                                  Shareholders
                                  ------------


         SECTION 1 - ANNUAL MEETING: The annual meeting of the shareholders of
the Company for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be held at the principal
office of the Company or at such other place as may be designated by the Board
of Directors and specified in the notice of such meeting, at such time and upon
such date during the months of April or May in each year as the Board of
Directors may determine.

         SECTION 2 - SPECIAL MEETING: Special meetings of the shareholders of
the Company may be held on any business day, when called by the Chairman of the
Board, the Vice Chairman of the Board, the President, or a Vice President, or by
the Board acting at a meeting, or by a majority of the directors acting without
a meeting, or by persons who hold ten percent (10%) of all shares outstanding
and entitled to vote thereat. Upon request in writing, delivered either in
person or by registered mail to the Chairman of the Board, the Vice Chairman of
the Board, the President, or the Secretary, by any persons entitled to call a
meeting of shareholders, which request shall state the objects for which the
meeting is to be called, and the business considered and transacted at any such
meeting called on the request of shareholders shall be confined to the objects
stated in such request, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than ten (10) nor more than sixty (60) days after the receipt of such request,
as such officer may fix. If such notice is not given within fifteen (15) days
after the delivery or mailing of such request, the persons calling the meeting
may fix the time of the meeting and give notice thereof in the manner provided
by law or as provided in these Bylaws, or cause such notice to be given by any
designated representative. Each special meeting shall be called to convene
between 9:00 o'clock A.M. and 4:00 o'clock P.M. and shall be at the principal
office of the Company in San Jose, California, unless the same is called by the
directors, acting with or without a meeting, in which case such meeting may be



                                       2

held at any place either within or without the State of Florida designated by
the directors and specified in the notice of such meeting.

         SECTION 3 - NOTICE OF MEETINGS: Not less than ten (10) nor more than
sixty (60) days before the date fixed for a meeting of shareholders, written
notice stating the time, place and purposes of such meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary, or any other person
or persons required or permitted by law to give such notice. The notice shall be
given by personal delivery or by first-class mail to each shareholder entitled
to notice of the meeting who is of record as of the day preceding the day on
which notice is given or, if a record date therefor is duly fixed, of record as
of said date, if mailed, the notice shall be addressed to the shareholders at
their respective addresses as they appear on the records of the Company. Notice
of the time, place and purpose of any meeting of shareholders may be waived in
writing, either before or after the holding of such meeting by any shareholder,
which writing shall be filed with or entered upon the records of the meeting.

         SECTION 4 - QUORUM: ADJOURNMENT: Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders, the
holders of shares entitling them to exercise a majority of the voting power of
the Company present in person or by proxy shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Bylaws to be authorized or taken by a designated proportion of the shares
of the Company may be authorized or taken by a lesser proportion; and, provided
further, that the holders of a majority of the voting shares represented
thereat, whether or not a quorum is present, may adjourn such meeting from time
to time; if any meeting is adjourned, notice of such adjournment need not be
given if the time and place which is adjourned are fixed and announced at such
meeting unless a new record date is established, in which event a new notice for
the adjourned meeting shall be given in accordance with Section 3 of this
Article.

         SECTION 5 - PROXIES: Any shareholder entitled to vote or express his
consent or dissent at a meeting of the shareholders may do so in person or may
be represented by proxy, appointed by an instrument in writing, signed by the
shareholder or by his duly authorized attorney-in-fact.

         SECTION 6 - APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND BOARD:
Except as otherwise provided by the Articles of Incorporation or by law, any



                                       3

contract, act, or transaction, prospective or past, of the Company, or of the
Board, or of the officers may be approved or ratified by the affirmative vote at
a meeting of the shareholders of the holders of shares entitling them to
exercise a majority of the voting power of the Company, and such approval or
ratification shall be as valid and binding as though affirmatively voted for by
every shareholder of the Company.'

         SECTION 7 - NOTIFICATION OF SHAREHOLDER BUSINESS: All business properly
brought before an annual meeting shall be transacted at such meeting. Business
shall be deemed properly brought only if it is (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (iii) brought before the meeting by a
shareholder of record entitled to vote at such meeting if written notice of such
shareholder's intent to bring such business before such meeting is delivered to,
or mailed, postage prepaid, and received by, the Secretary of the Company at the
principal office of the Company in San Jose, California not later than one
hundred twenty (120) days prior to the anniversary date of the Company's proxy
statement relating to the immediately preceding annual meeting. Each notice
given by such shareholder shall set forth: (A) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (B) the name and address of the shareholder who
intends to propose such business; (C) a representation that the shareholder is a
holder of record of stock of the Company entitled to vote at such meeting (or if
the record date for such meeting is subsequent to the date required for such
shareholder notice, a representation that the shareholder is a holder of record
at the time of such notice and intends to be a holder of record on the record
date for such meeting), setting forth the number and class of shares so held,
and intends to appear in person or by proxy at such meeting to propose such
business; and (D) any material interest of the shareholder in such business. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 7; and, if the Chairman should so
determine and declare, any such business not properly brought before the meeting
shall not be transacted.

                                   ARTICLE II
                                     Shares
                                     ------

         SECTION 1 - FORM OF CERTIFICATES AND SIGNATURES: The shares of the
Company shall be represented by certificates unless the Board shall by



                                       4

resolution provide that some or all of any class or series of stock shall be
uncertified shares. Any such resolution shall not apply to shares represented by
a certificate until the certificate is surrendered to the company.
Notwithstanding the adoption of any resolution providing for uncertificated
shares, each holder of shares is entitled to one or more certificates, signed by
the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President and by the Secretary or an Assistant Secretary of the Company,
which shall certify the number and class of shares held by him in the company,
but no certificate for shares shall be executed or delivered until such shares
are fully paid. When such a certificate is countersigned by an incorporated
transfer agent or registrar, the signature of any of said officers of the
Company may be facsimile, engraved, stamped or printed. In case any officer who
signed or whose facsimile signature has been placed upon such 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 its issuance.

         SECTION 2 - TRANSFER OF SHARES: Shares of the Company shall be
transferable upon the books of the Company by the holders thereof, in person, or
by a duly authorized attorney, and, where represented by certificates, upon
surrender and cancellation of certificates for a like number of shares of the
same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
the signatures to such assignment and power of transfer as the Company or its
agents may reasonably require.

         SECTION 3 - LOST, STOLEN, OR DESTROYED CERTIFICATES: The Company may
issue a new certificate for shares in place of any certificate theretofore
issued by it and alleged to have been lost, stolen, or destroyed or claimed as
abandoned property by an appropriate governmental representative and the Board
may, in its discretion, require the owner or high legal representatives, to give
the Company a bond continuing such terms as the Board may require to protect the
Company or any person injured by the execution and delivery of a new
certificate.

         SECTION 4 - TRANSFER AGENTS AND REGISTRARS: The Board may appoint, or
revoke the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board shall have the authority to make all such



                                       5

rules and regulations as it may deem expedient concerning the issue, transfer,
and registration of certificates for shares of the Company.

         SECTION 5 - FIXING A RECORD DATE: For any lawful purpose, including
without limitation, the determination of the shareholders who are entitled to:

         (1)      Receive notice of or to vote at a meeting of shareholders,

         (2)      Receive payment of any dividend or distribution,

         (3)      Receive or exercise rights of purchase of or subscription for,
                  or exchange or conversion of, shares or other securities,
                  subject to contract rights with respect thereto, or

         (4)      Participate in the execution of waivers or releases,

the Board may fix a record date which shall not be more than sixty (60) days
(nor less than ten (10) days in the case provided by the clause (1) above)
preceding the date of the meeting of shareholders or the date fixed for the
payment of any dividend or distribution, or the date fixed for the receipt or
the exercise of rights, as the case may be. The record date for the purpose of
the determination of the shareholders who are entitled to receive notice of or
to vote at a meeting of shareholders shall continue to be the record date for
all adjournments of such meetings, unless the Board or the persons who shall
have fixed the original record date shall, subject to the limitations set forth
in this Article, fix another date and, in case a new record date is so fixed,
notice thereof and of the date to which the meeting shall have been adjourned
shall be given to shareholders of record as of such date in accordance with the
same requirements as those applying to a meeting newly called.

         SECTION 6 - CONTROL SHARE REDEMPTION: The Company is authorized to
redeem control shares acquired in a control-share acquisition to the fullest
extent permitted by Section 607.109 of the Florida General Corporation Act as
the same now exists or as it may be hereafter amended from time to time. Any
such redemption shall be made at the direction of, and in the manner prescribed
by, the Board of Directors. For purposes of this Section 6, the terms 'control
shares' and 'control-share acquisition' shall have the meanings ascribed to them
by Section 607.109 of the Florida General Corporation Act.



                                       6

                                   ARTICLE III
                               Board of Directors
                               ------------------

         SECTION 1 - AUTHORITY: Except where the law, the Articles of
Incorporation, or these Bylaws require action to be authorized or taken by the
shareholders, all of the authority of the Company shall be exercised by the
directors.

         SECTION 2 - NUMBER OF; QUALIFICATIONS: The Board of Directors of the
Company shall consist of such number of directors as may be determined from time
to time by resolution adopted by the Board of Directors, except that such number
shall not be less than (10) nor more than twenty (20); no reduction in the
number of directors shall of itself have the effect of shortening the term of an
incumbent member.

         SECTION 3 - ELECTION OF DIRECTORS; VACANCIES: The directors shall be
elected at each annual meeting of shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders, at which
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors, and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies in the Board, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any such vacancy for the unexpired term.

         SECTION 4 -_NOTIFICATION OF NOMINATIONS: Subject to the rights of the
holders of any one or more series of Preference Stock then outstanding,
nominations for the election of directors may be made by the Board of Directors
or by any shareholder entitled to vote for the election of directors. Any
shareholder entitled to vote for the election of directors at an annual meeting
or a special meeting called for the purpose of electing directors may nominate
persons for election as directors at such meeting only if written notice of such
shareholder's intent to make such nomination is delivered to, or mailed, postage
prepaid, and received by, the Secretary of the Company at the principal office
of the Company in San Jose, California not later than (i) in the case of an
annual meeting, one hundred twenty (120) days prior to the anniversary date of
the Company's proxy statement relating to the immediately preceding annual
meeting and (ii) in the case of a special meeting, the close of business on the
tenth day following the date on which the Company first makes public disclosure
of the date of the special meeting. Each notice given by such shareholder shall
set forth: (A) the name and address of the shareholder who intends to make the



                                       7

nomination and of the person or persons to be nominated; (B) a representation
that the shareholder is a holder of record of stock of the Company entitled to
vote at such meeting (or if the record date for such meeting is subsequent to
the date required for such shareholder notice, a representation that the
shareholder is a holder of record at the time of such notice and intends to be a
holder of record on the record date for such meeting), setting forth the number
and class of shares so held, and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (C) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (D) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (E) the consent of each nominee to serve as a director of the
Company if so elected. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 4; and, if the Chairman should so
determine and declare, the defective nomination shall be disregarded.

         SECTION 5 - TERM OF OFFICE; RESIGNATIONS: Directors shall hold office
until the next annual meeting of shareholders and until their successors are
elected and qualified, or until their earlier resignation, removal from office,
or death. Any director may resign at any time, by oral statement to that effect
made at a meeting of the Board or in a writing to that effect delivered to the
Secretary, such resignation to take effect immediately or at such other time as
the director may specify.

         SECTION 6 - MEETINGS: Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Other
meetings of the Board may be held at any time within or without the State of
Florida in accordance with the resolutions or other action by the Board. The
Secretary shall give written notice of the time and place of all meetings of the
Board of Directors, other than the organization meetings, to each member of the
Board at least two (2) days before the meeting.

         SECTION 7 - QUORUM; ADJOURNMENT: A quorum of the Board shall consist of
a majority of the directors then in office; provided that a majority of the



                                       8

directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Bylaws otherwise expressly provided.

         SECTION 8 - APPOINTMENT OF COMMITTEES: The Board of Directors may
appoint such committees, in addition to the Executive Committee, as it may
consider proper, and such committees shall exercise such powers and duties as
the Board from time to time may prescribe, subject to the Articles of
Incorporation, these Bylaws, and applicable law.

         SECTION 9 - CONTRACTS: No contracts or other transaction between the
Company and one or more of its directors or any other corporation, firm,
association, or entity shall be made void or voidable by the fact that directors
of the Company are financially interested in, or are directors or officers of
such other corporation, firm, association, or entity if, at the meeting of the
Board, or of the committee of the Company making, authorizing, or confirming
such contract or transaction, the fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which authorizes,
approves, or ratifies such contract or transaction by a vote or consent
sufficient for the purpose without counting the vote or consent of such
interested director; or, if the fact of such relationship or interest is
disclosed or known to shareholders entitled to vote and they authorize, approve,
or ratify such contract or transaction by vote; or, the contract or transaction
is fair and reasonable as to the Company at the time it is authorized by the
Board, committee, or the shareholders. The interested director or directors may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors or committee thereof which authorizes, approves, or ratifies such
contract or transaction.

                                   ARTICLE IV
                               Executive Committee
                               -------------------

         SECTION 1 - MEMBERSHIP; APPOINTMENT: The Board may appoint not less
than three (3) directors, one of whom shall be the Chief Executive Officer, who
together shall constitute the Executive Committee. The directors may appoint one
or more directors as alternate members of the Committee, who may take the place
of any absent member or members at any meeting of the Committee. Vacancies in
the Executive Committee may be filled at any meeting of the Board.



                                       9

         SECTION 2 - POWERS: DUTIES: The Executive Committee shall advise with
and aid the officers of the Company in all matters concerning its interests and
the management of its business. When the Board is not in session, the Executive
Committee shall have and may exercise all the powers of the Board, so far as
such may be delegated legally, with reference to the conduct of the business of
the Company, except that the Executive Committee shall not take any action to:

         (a)      Approve or recommend to shareholders actions or proposals
                  required by law to be approved by shareholders.

         (b)      Designate candidates for the office of director, for purposes
                  of proxy solicitation or otherwise.

         (c)      Fill vacancies on the Board of Directors or any committee
                  thereof.

         (d)      Amend the Bylaws.

         (e)      Authorize or approve the reacquisition of shares unless
                  pursuant to a general formula or method specified by the Board
                  of Directors.

         (f)      Authorize or approve the issuance or sale of, or any contract
                  to issue or sell, shares or designate the terms of a series of
                  a class of shares, except that the Board of Directors having
                  acted regarding general authorization for the issuance or sale
                  of shares, or any contract therefor, and, in the case of a
                  series, the designation thereof, may pursuant to a general
                  formula or method specified by the Board by resolution or by
                  adoption of a stock option or other plan, authorize the
                  Executive Committee to fix the terms of any contract for the
                  sale of the share and to fix the terms upon which such shares
                  may be issued or sold, including, without limitation, the
                  price, the rate or manner of payment of dividends, provisions
                  for redemption, sinking fund, conversion, and voting or
                  preferential rights, and provisions for other features of a
                  class of shares, or a series of a class of shares, with full
                  power in such committee to adopt any final resolution setting
                  forth all the terms thereof and to authorize the statement of
                  the terms of a series for filing with the Department of State
                  under the applicable law.



                                       10

         SECTION 3 - MEETINGS: Regular meetings of the Executive Committee may
be held without call or notice at such times and places as the Executive
Committee from time to time may fix. Other meetings of the Executive Committee
may be called by any member thereof either by oral, telegraphic or written
notice not later than the day prior to the date set for such meeting. Such
notice shall state the time and place of the meeting and if by telegraph or in
writing shall be addressed to each member at his address as shown by the records
of the Secretary. Upon request by any member, the Secretary shall give the
required notice calling the meeting.

         SECTION 4 - QUORUM: At any meeting of the Executive Committee, three
(3) members shall constitute a quorum. Any action of the Executive Committee to
be effective must be authorized by the affirmative vote of a majority of the
members thereof present and, in any event, shall require not less than three (3)
affirmative votes.

         SECTION 5 - RECORD OF MEETINGS: The Executive Committee shall appoint
its Secretary who shall keep the minutes of the meetings of the Executive
Committee and cause them to be recorded in a book kept at his office for that
purpose. These minutes shall be presented to the Board from time to time for
their information.

                                    ARTICLE V
                                    Officers
                                    --------

         SECTION 1 - ELECTION AND DESIGNATION OF OFFICERS: The executive
officers of the Company shall be a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a Treasurer and
Controller, all of whom shall be elected by the Board at its annual meeting. The
Chairman of the Board, the Vice Chairman of the Board or the President shall be
the Chief Executive Officer of the Company as shall be determined by the Board
of Directors from time to time. There may also be one or more Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, and such other
officers as may from time to time be elected by the Board. The Chairman of the
Board, the Vice Chairman of the Board and the President shall be directors, but
no one of the other officers need be a director. Any two (2) or more such
offices may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity, if such
instrument is required to be executed, acknowledged, or verified by two (2) or
more officers.



                                       11

         SECTION 2 - TERM OF OFFICE: VACANCIES: The officers of the Company
shall hold office until the next organization meeting of the Board and until
their successors are elected, except in case of resignation, death, or removal.
The Board, without prejudice to the contract rights of such officer, may remove
any officer at any time with or without cause by a two-thirds (2/3) vote of the
members of the Board then in office. The Board may fill any vacancy in any
office occurring from whatever reason, may delegate to one (1) or more officers
any of the duties of any officer or officers and prescribe the duties of any
officer.

         SECTION 3 - CHIEF EXECUTIVE OFFICER - DUTIES: The Chief Executive
Officer of the Company shall have general charge of the business affairs, and
property of the Company and control over its officers, agents, and employees. He
shall, in general, perform all duties and have all powers incident to the
position of Chief Executive Officer and shall perform such other duties and have
such other powers as from time to time may be prescribed to him by these Bylaws
or by the Board of Directors.

         SECTION 4 - CHAIRMAN OF THE BOARD - DUTIES: The Chairman of the Board
shall preside at all meetings of the shareholders and of the Board and shall
have such duties and powers as may be prescribed for him from time to time by
the Board of Directors.

         SECTION 5 - VICE CHAIRMAN OF THE BOARD - DUTIES: The Vice Chairman of
the Board shall perform such duties as may be prescribed for him from time to
time by the Board of Directors or by the Chief Executive Officer of the Company.

         SECTION 6 - PRESIDENT - DUTIES: The President shall perform such duties
as may be prescribed for him from time to time by the Board of Directors or by
the Chief Executive Officer of the Company.

         SECTION 7 - VICE PRESIDENT - DUTIES: Each Vice President shall have the
powers and duties incident to that office and shall have such other duties as
may be prescribed from time to time by the Board of Directors or Chief Executive
Officer. In case of the absence or disability of the President, or when
circumstances prevent the President from acting, a Vice President of the Company
shall perform all the duties and possess all the authority of the President, and
shall have priority in the performance of such duties and exercise of such
authority in the order of their election by the Board. Each Vice President may
sign and execute on behalf and in the name of the Company bonds, contracts,
instruments and documents authorized by the Board.



                                       12

         SECTION 8 - SECRETARY - DUTIES: The Secretary shall attend all meetings
of the shareholders and of the Board, and act as Secretary thereof and shall
keep the minutes thereof in books of the Company provided for that purpose, and
when required he shall perform like duties for the standing committees, if any,
elected or appointed by the Board; he shall see that proper notice, when
required, is given of all meetings of the shareholders and of the Board; he may
sign with the Chairman of the Board, Vice Chairman of the Board, the President
or any Vice President on behalf and in the name of the Company all contracts and
other instruments authorized by the Board or the Executive Committee; he may
sign or his facsimile signature may be used to sign certificates for shares of
the capital stock of the Company; he shall keep in safe custody the seal of the
Company and whenever authorized by the Board or the Executive Committee, shall
attest and affix the seal to any contract or other instrument requiring the
same; he shall keep in safe custody all contracts and such books, records and
other papers as the Board of the Executive Committee may direct, all of which
shall, at all reasonable times, be open to the examination of any director, upon
application at the office of the Company during business hours, and he shall in
general perform all the duties usually incident to the office of Secretary,
subject to the control of the Board and the Executive Committee.

         SECTION 9 - TREASURER - DUTIES: The Treasurer shall have the care and
custody of all funds and securities of the Company and deposit such funds in the
name of the Company in such bank or banks as the Board or the Executive
Committee may designate. The Treasurer is authorized to sign all checks, drafts,
notes, bills of exchange, orders for the payment of money and any negotiable
instruments of the Company, but no instruments shall be signed in blank. The
Treasurer shall disburse the funds of the Company as may be ordered by the
Board, the Executive Committee, or the Chief Executive Officer. The Treasurer
shall give such bonds for the faithful performance of his duties as the Board or
the Executive Committee or the Chief Executive Officer may determine, and shall
perform such other duties as may be incident to the office of Treasurer.

         SECTION 10 - CONTROLLER - DUTIES: The Controller shall keep or cause to
be kept books, records and accounts, which, in reasonable detail, accurately and
fairly reflect the transactions and disposition of the assets of the Company in
conformity with accepted methods of recording economic events and in conformity
with generally accepted accounting principles. The Controller shall prescribe
policies and procedures necessary to devise and maintain adequate systems of
internal accounting controls. The Controller shall at all reasonable times



                                       13

exhibit the books and accounts to any director, and also, provided the Board or
Executive Committee or the Chief Executive Officer so orders, to any shareholder
of the Company upon application at the office of the Company by such shareholder
during business hours; and the Controller shall give such bond for the faithful
performance of his duties as the Board or the Executive Committee or the Chief
Executive Officer may determine, and shall perform such other duties as may be
incident to the office of the Controller.

         SECTION 11 - OTHER OFFICERS - DUTIES: The Assistant Secretaries, the
Assistant Treasurers and Assistant Controllers, if any, in addition to such
authority and duties as the Board may determine shall have such authority and
perform such duties as may be directed by their respective principal officers.

                                   ARTICLE VI
                                  Compensation
                                  ------------

         The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation which may include pension,
disability and death benefits, for services to the Company by directors and
officers or to delegate such authority to one or more officers and directors.


                                   ARTICLE VII
                                 Indemnification
                                 ---------------

         The Company shall indemnify any person who is made, or threatened to be
made, a party to, or is otherwise involved in, any action, suit or other type of
proceeding (whether civil, criminal, administrative or investigative, and
whether formal or informal) by reason of the fact that he is or was a director
or officer of the Company or, at the request of the Company, is or was serving
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, to the fullest extent permitted by the laws
of Florida as from time to time in effect. The Company may, if it so determines
in a specific case, indemnify other employees or agents of the Company in the
same manner and to the same extent.

         Expenses (including counsel fees) incurred by an officer or director in
defending any pending, threatened, or completed action, suit or other type of
proceeding (whether civil, criminal, administrative or investigative, and
whether formal or informal) shall be paid by the Company in advance of the
determination of such officer's or director's entitlement to indemnification



                                       14

promptly upon receipt of an undertaking by or on behalf of such officer or
director to repay amounts so advanced in the event and to the extent that such
officer or director is ultimately found not to be entitled to indemnification by
the Company as authorized by this Article. Such amounts incurred by other
employees and agents may be so paid in advance upon such terms and conditions,
if any, as the Board of Directors deems appropriate. The Board of Directors may,
upon approval of such officer or director, authorize the Company's counsel to
represent such officer or director, in any action, suit or proceeding, whether
or not the Company is a party thereto.

         All rights to indemnification and advances under this Article shall be
deemed to be a contract between the Company and each director, officer, employee
or agent of the Company who serves or served in such capacity at any time while
this Article is in effect. Any repeal or modification of this Article or any
repeal or modification of relevant provisions of the Florida General Corporation
Law or any other applicable laws shall not in any way diminish any rights to
indemnification and to such advances of such director, officer, employee or
agent or the obligations of the Company arising hereunder. The provisions of
this Article shall inure to the benefit of heirs, executors, administrators and
personal representatives of those entitled to indemnification and to such
advances and shall be binding upon any successor to the Company to the fullest
extent permitted by the laws of Florida as from time to time in effect. The
indemnification and advancement of expenses provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement may be entitled under Florida law or any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.

         Any indemnification or advance required by this Article VII shall be
made promptly, and in any event within 30 days, upon the written request of the
indemnified party. The right to indemnification or advances as granted by this
Article shall be enforceable by the indemnified party in any court of competent
jurisdiction if the Company denies such request, in whole or in part, or if no
disposition thereof is made within 30 days. The indemnified party's costs and
expenses incurred in connection with successfully establishing a right of
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Company.



                                       15

                                  ARTICLE VIII
                             Execution of Contracts,
                      Vouchers, and Negotiable Instruments
                      ------------------------------------

         The Board or the Executive Committee may authorize any of the officers
of the Company or any other person or persons, either singly or with another
such officer or person as said Board or Committee may direct, to sign, on behalf
and in the name of the Company, contracts, indentures, deeds, conveyances,
leases, declarations, communications and other instruments and documents, and
the Board or the Executive Committee may authorize any of the officers of the
Company or any other person or persons, either singly or with another such
officer or person as said Board or Committee may direct, to sign, on behalf and
in the name of the Company, manually or by facsimile signature, checks, drafts,
notes, bonds, debentures, bills of exchange and orders for the payment of money.
In case any of the officers of the Company who shall have signed, or whose
facsimile signature or signatures shall have been used, as aforesaid, upon any
such document, instrument or security shall cease to be such officer of the
Company before such document, instrument or security shall have been delivered
or issued, such document, instrument or security, upon due delivery or issuance
thereof, shall be valid and effective as though the person or persons who signed
or whose facsimile signature or signatures were used upon such document,
instrument, or security had not ceased to be such officer of the Company.

                                   ARTICLE IX
                    Authority to Transfer and Vote Securities
                    -----------------------------------------

         The Chairman of the Board, the Vice Chairman of the Board, the
President, and each Vice President of the Company are each authorized to sign
the name of the Company and to perform all acts necessary to effect a transfer
of any shares, bonds, other evidences of indebtedness or obligations,
subscription rights, warrants, and other securities of another corporation owned
by the Company and to issue the necessary powers of attorney for the same; and
each such officer is authorized, on behalf of the Company, to vote such
securities, to appoint proxies with respect thereto, and to execute consents,
waivers, and releases with respect thereto, or to cause any such action to be
taken.




                                    ARTICLE X
                                   Amendments
                                   ----------

         Except as otherwise provided by law, the Bylaws of the Company may be
adopted, altered, amended, or repealed by the Board of Directors, provided,
however, the shareholders may repeal, alter, or amend Bylaws adopted by the
Board of Directors, may adopt new Bylaws, and may prescribe that any Bylaw made
by them may not be altered, amended, or repealed by the Board of Directors.