{"id":41444,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-gannett-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-gannett-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-gannett-co-inc.html","title":{"rendered":"By-Laws &#8211; Gannett Co. Inc."},"content":{"rendered":"<pre>\n[Reflects all amendments through February 1, 2001]\n\n\n\n                           BY-LAWS\n\n                             OF\n\n                      GANNETT CO., INC..\n\n\n                         ARTICLE I.\n\n                  Meetings of Stockholders\n\n\nSection 1. Annual Meetings: \n--------------------------- \n     The annual meeting of the stockholders for the election of directors and\nfor the transaction of such other business as may come before the meeting shall\nbe held on such date and at such hour as shall each year be fixed by the Board\nof Directors.\n\nSection 2. Special Meetings: \n---------------------------- \n     Except as otherwise required by law and subject to the rights of the\nholders of any class or series of stock having a preference over the Common\nStock as to dividends or upon liquidation, special meetings of the stockholders\nmay be called only by the Chairman of the Board or by the Board of Directors\npursuant to a resolution approved by a majority of the entire Board of\nDirectors.\n\nSection 3. Place of Meeting: \n---------------------------- \n     Meetings of stockholders of the Corporation shall be held at such place,\neither within or without the State of Delaware, as shall be fixed by the Board\nof Directors in the case of meetings called by the Board, or by the Chairman of\nthe Board in the case of meetings called by the Chairman, and specified in the\nnotice of said meeting.\n\nSection 4. Notice of Meetings: \n------------------------------ \n     Except as otherwise permitted or provided by law or these By-laws, written\nnotice of each meeting of the stockholders shall be given to each stockholder of\nrecord entitled to vote at such meeting, whether annual or special, not less\nthan ten (10) nor more than sixty (60) days before the day on which the meeting\nis to be held. A written waiver of notice of any meeting of stockholders, signed\nby the person entitled to notice, whether before or after the time stated\ntherein, shall be deemed equivalent to notice. Notice of any adjourned meeting\nof stockholders shall not be required to be given, except where expressly \nrequired by law.\n\nSection 5. Organization: \n------------------------ \n     At each meeting of the stockholders, the Chairman of the Board, or in his\nabsence, the Vice Chairman, or in the absence of both officers, an officer\nselected by the Chairman of the Board, or if the Chairman of the Board has made\nno selection, an officer selected by the Board, shall act as chairman of the\nmeeting and the Secretary or, in his absence, an Assistant Secretary, if one be\nappointed, shall act as secretary of the meeting. In case at any meeting none of\n\n\n\n\n                             - 2 -\n\nthe officers who have been designated to act as chairman or secretary of the\nmeeting, respectively, shall be present, a chairman or secretary of the meeting,\nas the case may be, shall be chosen by the vote of a majority in interest of the\nstockholders of the Corporation present in person or by proxy and entitled to\nvote at such meeting.\n\nSection 6. Quorum and Conduct of Meetings. \n------------------------------------------ \n\n(a)  At each meeting of the stockholders, except where otherwise provided by\n     law, the holders of a majority of the issued and outstanding shares of each\n     class of stock of the Corporation entitled to vote at such meeting shall\n     constitute a quorum for the transaction of business and a majority in\n     amount of such quorum shall decide any questions that may come before the\n     meeting. In the absence of a quorum, a majority in interest of the\n     stockholders of the Corporation present in person or by proxy and entitled\n     to vote, or, if no stockholder entitled to vote is present, any officer\n     entitled to preside at, or act as secretary of, such meeting, shall have\n     the power to adjourn the meeting from time to time until stockholders\n     holding the requisite amount of stock shall be present or represented. At\n     any such adjourned meeting at which a quorum shall be present, any business\n     may be transacted which might have been transacted at the meeting as\n     originally called.\n\n(b)  The date and time of the opening and the closing of the polls for each\n     matter upon which the stockholders will vote at a meeting shall be\n     announced at the meeting by the chairman of the meeting. The Board of\n     Directors may adopt by resolution such rules and regulations for the\n     conduct of the meeting of stockholders as it shall deem appropriate. Except\n     to the extent inconsistent with such rules and regulations as adopted by\n     the Board of Directors, the chairman of any meeting of stockholders shall\n     have the right and authority to prescribe such rules, regulations and\n     procedures and to do all such acts as, in the judgment of such chairman,\n     are appropriate for the proper conduct of the meeting. Such rules,\n     regulations or procedures, whether adopted by the Board of Directors or\n     prescribed by the chairman of the meeting, may include, without limitation,\n     the following: (i) the establishment of an agenda or order of business for\n     the meeting; (ii) rules and procedures for maintaining order at the meeting\n     and the safety of those present; (iii) limitations on attendance at or\n     participation in the meeting to stockholders of record of the Corporation,\n     their duly authorized and constituted proxies or such other persons as the\n     chairman of the meeting shall determine; (iv) restrictions on entry to the\n     meeting after the time fixed for the commencement thereof; and (v)\n     limitations on the time allotted to questions or comments by participants.\n     Unless and to the extent determined by the Board of Directors or the\n     chairman of the meeting, meetings of stockholders shall not be required to\n     be conducted in accordance with the rules of parliamentary procedure.\n\n\n\n                             - 3 -\n\n     Section 7. Voting. \n     ------------------ \n(a)  At each meeting of stockholders every stockholder of record of the\n     Corporation entitled to vote at such meeting shall be entitled to one vote\n     for each share of stock of the Corporation registered in his name on the\n     books of the Corporation on the record date for such meeting. Each\n     stockholder entitled to vote at a meeting of stockholders or to express\n     consent or dissent to corporate action in writing without a meeting may\n     authorize another person or persons to act for him by proxy. Such proxy\n     shall be appointed by an instrument in writing, subscribed by such\n     stockholder or by his attorney thereunto authorized and delivered to the\n     secretary of the meeting, or shall otherwise be executed and transmitted as\n     may be permissible under applicable law; provided, however, that no proxy\n     shall be voted on after three years from its date unless said proxy\n     provides for a longer period. At all meetings of the stockholders, all\n     matters (except where other provision is made by statute, by the\n     Certificate of Incorporation or by these By-laws) shall be decided by the\n     vote of a majority of the stock present in person or by proxy and entitled\n     to vote at the meeting. At each meeting of stockholders for the election of\n     Directors, the voting for Directors need not be by ballot unless the\n     chairman of the meeting or the holders, present in person or by proxy, of a\n     majority of the stock of the Corporation entitled to vote at such meeting\n     shall so determine.\n\n(b)  The date and time of the opening and the closing of the polls for each\n     matter upon which the stockholders will vote at a meeting shall be\n     announced at the meeting. No ballot, proxies or votes, nor any revocations\n     thereof or changes thereto, shall be accepted by the inspectors after the\n     closing of the polls unless a proper court upon application by a\n     stockholder shall determine otherwise.\n\n(c)  The Corporation shall, in advance of any meeting of stockholders, appoint\n     one or more inspectors to act at the meeting and make a written report\n     thereof. The Corporation may designate one or more persons as alternate\n     inspectors to replace any inspector who fails to act. If no inspector or\n     alternate is able to act at a meeting of stockholders, the person presiding\n     at the meeting shall appoint one or more inspectors to act at the meeting.\n     Each inspector, before entering upon the discharge of his or her duties,\n     shall take and sign an oath faithfully to execute the duties of inspector\n     with strict impartiality and according to the best of his or her ability.\n\n(d)  The inspectors shall (i) ascertain the number of shares outstanding and the\n     voting power of each, (ii) determine the shares represented at a meeting\n     and the validity of proxies and ballots, (iii) count all votes and ballots,\n     (iv) determine and retain for a reasonable period a record of the \n\n\n\n                             - 4 -\n\n     disposition of any challenges made to any determination by the \n     inspectors, (v) certify their determination of the number of shares\n     represented at the meeting and their count of all votes and ballots, and\n     (vi) perform such other duties as may be required by law or designated by\n     the Secretary of the Corporation. In performing their duties, the\n     inspectors of election shall follow applicable law and the instructions of\n     the Secretary.\n\nSection 8. List of Stockholders: \n-------------------------------- \n     It shall be the duty of the Secretary or other officer of the Corporation\nwho shall have charge of its stock ledger, either directly or through another\nofficer of the Corporation designated by him or through a transfer agent or\ntransfer clerk appointed by the Board of Directors, to prepare and make\navailable, at least ten (10) days before every meeting of the stockholders, a\ncomplete list of the stockholders entitled to vote thereat, arranged in\nalphabetical order and showing the address of each stockholder and the number of\nshares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for said ten (10) days, either at a place within\nthe city where the meeting is to be held, which place shall be specified in the\nnotice of meeting, or, if not so specified, at the place where said meeting is\nto be held. The list shall be produced and kept at the time and place of said\nmeeting during the whole time thereof and subject to the inspection of any\nstockholder who shall be present thereat. The original or duplicate stock ledger\nshall be the only evidence as to who are the stockholders entitled to examine\nthe stock ledger, such list or the books of the Corporation, or to vote in\nperson or by proxy at such meeting.\n\nSection 9. Stockholder Action: \n------------------------------ \n     Any action required or permitted to be taken by the stockholders of the\nCorporation must be effected at a duly called annual or special meeting of such\nholders and may not be effected by any consent in writing by such holders.\n\n\n                              ARTICLE II.\n\n                          Board of Directors\n\n\nSection 1. General Power: \n------------------------- \n     The property, business and affairs of the Corporation shall be managed by\nor under the direction of the Board of Directors.\n\nSection 2. Number and Terms: \n---------------------------- \n     Except as otherwise fixed pursuant to the provisions of Article FOURTH of\nthe Certificate of Incorporation relating to the rights of the holders of any\nclass or series of stock having a preference over the Common Stock as to\ndividends or upon liquidation to elect additional directors under specified\ncircumstances, the number of the directors of the Corporation shall be fixed\nfrom time to time by majority vote of the entire Board of Directors. The\ndirectors, other than those who may be elected by the holders of any class or\n\n\n\n                             - 5 -\n\nseries of stock having preference over the Common Stock as to dividends or upon\nliquidation, shall be classified, with respect to the time for which they\nseverally hold office, into three classes, as nearly equal in number as\npossible, as determined by the Board of Directors, one class to be originally\nelected for a term expiring at the annual meeting of stockholders to be held in\n1986, another class to be originally elected for a term expiring at the annual\nmeeting of stockholders to be held in 1987, and another class to be originally\nelected for a term expiring at the annual meeting of stockholders to be held in\n1988, with the members of each class to hold office until their successors are\nelected and qualified. At each annual meeting of the stockholders of the\nCorporation, the successors of the class of directors whose term expires at that\nmeeting shall be elected to hold office for a term expiring at the annual\nmeeting of stockholders held in the third year following the year of their\nelection.\n\nSection 3. Qualifications of Directors: \n--------------------------------------- \n     No one shall be eligible to serve as a member of the Board of Directors\nafter the first annual meeting of shareholders following his or her seventieth\nbirthday, or, in the case of anyone who has at any time served as an executive\nof this Corporation, after the first annual meeting of shareholders following\nhis or her sixty-fifth birthday or the date on which he or she retires under the\nCorporation's retirement plan, whichever occurs first. Every person who is\nelected a director of this Corporation at the 1989 annual meeting of\nshareholders of this Corporation or thereafter shall at the time of his or her\nelection to the Board, and at all times during his or her tenure as a director,\nown, directly or beneficially (beneficial ownership to be determined in\naccordance with the Securities Exchange Act of 1934), at least one thousand\nshares of the common stock of this Corporation.\n\nSection 4. Nominations: \n----------------------- \n     Subject to the rights of any class or series of stock having a preference\nover the Common Stock as to dividends or upon liquidation to elect directors\nunder specified circumstances, nominations for\nthe election of directors may be made by the Board of Directors or a committee\nappointed by the Board of Directors or by any stockholder entitled to vote in\nthe election of directors generally. However, any stockholder entitled to vote\nin the election of directors generally may nominate one or more persons for\nelection as director at a meeting only if written notice of such stockholder's\nintent to make such nomination or nominations has been given, either by personal\ndelivery or by United States mail, postage prepaid, to the Secretary of the\nCorporation not later than (i) with respect to an election to be held at an\nannual meeting of stockholders, 90 days in advance of such meeting, and (ii)\nwith respect to an election to be held at a special meeting of stockholders for\nthe election of directors, the close of business on the tenth day following the\ndate on which notice of such meeting is first given to stockholders. Each such\nnotice shall set forth: (a) the name and address of the stockholder who intends\nto make the nomination and of the person or persons to be nominated; (b) a\nrepresentation that the stockholder is a holder of record of stock of the\nCorporation entitled to vote at such meeting and intends to appear in person or\nby proxy at the meeting to nominate the person or persons specified in the\nnotice; (c) a description of all arrangements or understandings between\n\n\n\n                             - 6 -\n\nstockholder and each nominee and any other person or persons (naming such person\nor persons) pursuant to which the nomination or nominations are to be made by\nthe stockholder; (d) such other information regarding each nominee proposed by\nsuch stockholder as would be required to be included in a proxy statement filed\npursuant to the proxy rules of the Securities and Exchange Commission, had the\nnominee been nominated, or intended to be nominated, by the Board of Directors;\nand (e) the consent of each nominee to serve as a director of the Corporation if\nso elected. The chairman of the meeting may refuse to acknowledge the nomination\nof any person not made in compliance with the foregoing procedure.\n\nSection 5. Notice of Stockholder Business: \n------------------------------------------ \n     At an annual meeting of the stockholders, only such business shall be\nconducted as shall have been properly brought before the meeting. To be properly\nbrought before an annual meeting, business must be (a) specified in the notice\nof meeting (or any supplement thereto) given by or at the direction of the Board\nof Directors, (b) otherwise properly brought before the meeting by or at the\ndirection of the Board of Directors, or (c) otherwise properly brought before\nthe meeting by a stockholder. For business to be properly brought before an\nannual meeting by a stockholder, the stockholder must have given timely notice\nthereof in writing to the Secretary of the Corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation, not less than 90 days prior to\nthe meeting. A stockholder's notice to the Secretary shall set forth as to each\nmatter the stockholder proposes to bring before the annual meeting (a) a brief\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (b) the name and\naddress, as they appear on the Corporation's books, of the stockholder proposing\nsuch business, (c) the class and number of shares of the Corporation which are\nbeneficially owned by the stockholder, and (d) any material interest of the\nstockholder in such business. Notwithstanding anything in the By-laws to the\ncontrary, no business shall be conducted at an annual meeting except in\naccordance with the procedures set forth in this Section 5. The chairman of an\nannual meeting shall, if the facts warrant, determine and declare to the meeting\nthat business was not properly brought before the meeting and in accordance with\nthe provisions of this Section 5 and if he should so determine, he shall so\ndeclare to the meeting and any such business not properly brought before the\nmeeting shall not be transacted.\n\nSection 6. Election: \n-------------------- \n     At each annual meeting of stockholders, Directors shall, except as\notherwise required or provided by law or by the Certificate of Incorporation, be\nelected by a plurality of the votes cast at such meeting by the holders of stock\nentitled to vote in the election. Each Director shall hold office until his\nsuccessor shall be elected and qualified, or until his death, or until he shall\nresign or shall have been removed in the manner hereinafter provided, or until\nhe shall cease to qualify.\n\nSection 7. Resignation: \n----------------------- \n     Any Director of the Corporation may resign at any time by giving notice in\nwriting or by electronic transmission to the Corporation. The resignation of any\nDirector shall take effect at the time specified therein, and, unless\n\n\n\n                             - 7 -\n\notherwise specified therein, the acceptance of such resignation shall not be\nnecessary to make it effective.\n\nSection 8. Removal of Directors: \n-------------------------------- \n     Any Director may be removed from office, with cause, by the affirmative\nvote of the holders of record of a majority of the combined voting power of the\noutstanding shares of Stock entitled to vote generally in the election of\ndirectors, voting together as a single class and without cause, only by the\naffirmative vote of the holders of 80% of the combined voting power of the then\noutstanding shares of stock entitled to vote generally in the election of\ndirectors, voting together as a single class.\n\nSection 9. Newly Created Directorships and Vacancies: \n----------------------------------------------------- \n     Except as otherwise fixed pursuant to the provisions of Article FOURTH of\nthe Certificate of Incorporation relating to the rights of the holders of any\nclass or series of stock having preference over the Common Stock as to dividends\nor upon liquidation to elect additional directors under specified circumstances,\nnewly created directorships resulting from any increase in the number of\ndirectors and any vacancies on the Board of Directors resulting from death,\nresignation, disqualification, removal or other cause shall be filled by the\naffirmative vote of a majority of the remaining directors then in office, even\nthough less than a quorum of the Board of Directors. Any director elected in\naccordance with the preceding sentence shall hold office for the remainder of\nthe full term of the class of directors in which the new directorship was\ncreated or the vacancy occurred and until such director's successor shall have\nbeen elected and qualified. No decrease in the number of directors constituting\nthe Board of Directors shall shorten the term of any incumbent director.\n\nSection 10. First Meeting: \n-------------------------- \n     After each annual election of Directors and on the same day, the Board of\nDirectors may meet for the purpose of organization, the election of officers and\nthe transaction of other business at the place where regular meetings of the\nBoard of Directors are held. Notice of such meeting need not be given. Such\nmeeting may be held at any other time or place which shall be specified in a\nnotice given as hereinafter provided for special meetings of the Board of\nDirectors or which is approved by all the Directors by consent in writing or by\nelectronic transmission.\n\nSection 11. Regular Meetings: \n----------------------------- \n     Regular meetings of the Board of Directors shall be held at such places and\nat such times as may from time to time be fixed by the Board. Notice of regular\nmeetings need not be given.\n\nSection 12. Special Meetings: \n----------------------------- \n     Special meetings of the Board of Directors shall be held at any time upon\nthe call of the Chairman of the Board or any two of the Directors. Notice of\neach such meeting shall be mailed to each Director, addressed to him at his\nresidence or usual place of business, at least three days before the day on\nwhich the meeting is to be held, or shall be sent to him by telegraph, cable,\nwireless or electronic transmission so addressed or shall be delivered\npersonally or by telephone at least 24 hours before the time the meeting is to\nbe held. Each notice shall state the time and place of the meeting but need not\n\n\n\n                             - 8 -\n\nstate the purposes thereof, except as otherwise herein expressly provided.\nNotice of any meeting of the Board of Directors need not, however, be given to\nany Director, if waived by him in writing or by telegraph, cable, wireless or\nother form of recorded communication or electronic transmission or if he shall\nbe present at such meeting; and any meeting of the Board shall be a legal\nmeeting without any notice thereof having been given if all of the Directors of\nthe Corporation then in office shall be present thereat.\n\n     Members of the Board of Directors, or any committee designated by such\nBoard, may participate in a meeting of such Board or committee by means of\nconference telephone or other communications equipment by means of which all\npersons participating in the meeting can hear each other, and participation in a\nmeeting pursuant to this provision shall constitute presence in person at such\nmeeting.\n\nSection 13. Quorum and Manner of Acting: \n---------------------------------------- \n     Except as otherwise provided by statute or by these By-laws, a majority of\nthe authorized number of Directors shall be required to constitute a quorum for\nthe transaction of business at any meeting, and the affirmative vote of a\nmajority of the Directors present at the meeting shall be necessary for the\nadoption of any resolution or the taking of any other action. In the absence of\na quorum, the Director or Directors present may adjourn any meeting from time to\ntime until a quorum be had. Notice of any adjourned meeting need not be given.\n\nSection 14. Written or Electronic Consent: \n------------------------------------------ \n     Any action required or permitted to be taken at any meeting of the Board of\nDirectors may be taken without a meeting if all members of the Board consent\nthereto in writing or by electronic transmission and such writing or writings or\nelectronic transmission or transmissions are filed with the minutes of\nproceedings of the Board. Such filing shall be in paper form if the minutes are\nmaintained in paper form and shall be in electronic form if the minutes are\nmaintained in electronic form.\n\nSection 15. Compensation: \n------------------------- \n     The Board of Directors shall have the authority to fix the compensation of\nDirectors for services in any capacity and to provide that the Corporation shall\nreimburse each Director for any expenses paid to him on account of his\nattendance at any regular or special meeting of the Board. Nothing herein\ncontained shall be construed so as to preclude any Director from serving the\nCorporation in any other capacity, or from serving any of its stockholders,\nsubsidiaries or affiliated corporations in any capacity and receiving proper\ncompensation therefor.\n\nSection 16. Executive and Other Committees: \n------------------------------------------- \n     The Board of Directors may in its discretion by resolution passed by a\nmajority of the Directors present at a meeting at which a quorum is present\ndesignate an Executive Committee and one or more other committees, each\nconsisting of one or more of the Directors of the Corporation, and each of\nwhich, to the extent provided in the resolution and the laws of the State of\nDelaware, shall have and may exercise all the powers and authority of the Board\nof Directors in the management of the business and affairs of the Corporation\nand may authorize the seal of the Corporation to be affixed to all papers which\n\n\n\n\n                             - 9 -\n\nmay require it; provided, however, that no such committee shall have power or\nauthority as to the following matters:\n\n(1)  The amendment of the Certificate of Incorporation of the Corporation\n     (except as provided under the Delaware General Corporation Law);\n\n(2)  The amendment of the By-laws of the Corporation;\n\n(3)  Approval or recommending to stockholders any action which must be submitted\n     to stockholders for approval under the Delaware General Corporation Law.\n\n     Unless a greater proportion is required by the resolution designating a\ncommittee of the Board of Directors, a majority of the entire authorized number\nof members of such committee shall constitute a quorum for the transaction of\nbusiness, and the act of a majority of the members voting on any item of\nbusiness, if a quorum votes, shall be the act of such committee. Any action\nrequired, or permitted to be taken at any meeting of a committee of the Board of\nDirectors, may be taken without a meeting if all members of such committee\nconsent thereto in writing or by electronic transmission and the writing or\nwritings or electronic transmission or transmissions are filed with the minutes\nof proceedings of such committee. Such filing shall be in paper form if the\nminutes are maintained in paper form and shall be in electronic form if the\nminutes are maintained in electronic form.\n\n\nSection 17. Indemnification.\n----------------------------\n\n     (a) Each person (including, here and hereinafter, the heirs, executors,\nadministrators, or estate of such person) (1) who is or was a Director or\nofficer of the Corporation, (2) who is or was an agent or employee of the\nCorporation other than an officer and as to whom the Corporation has agreed to\ngrant such indemnity, or (3) who is or was serving at the request of the\nCorporation as its representative in the position of a director or officer of\nanother corporation, partnership, joint venture, trust or other enterprise,\nshall be indemnified by the Corporation as of right to the full extent permitted\nor authorized by the General Corporation Law of the State of Delaware as the\nsame exists or may hereafter be amended against any fine, liability, cost or\nexpense asserted against him or incurred by him in his capacity as such\ndirector, officer, agent, employee, or representative, or arising out of his\nstatus as such director, officer, agent, employee, or representative. The\nCorporation may maintain insurance, at its expense, to protect itself and any\nsuch person against any such fine, liability, cost or expense, whether or not\nthe Corporation would have the power to indemnify him against such liability\nunder the General Corporation Law of the State of Delaware.\n\n\n\n                             - 10 -\n\n     (b) The right to indemnification conferred in this Section shall be a\ncontract right and shall include the right to be paid by the Corporation the\nexpenses incurred in connection with any matter covered by paragraph (a) of this\nSection 17 in advance of its final disposition (hereinafter an \"advance payment\nof expenses\"). If the Delaware General Corporation Law requires, however, an\nadvance payment of expenses incurred by an indemnitee in his or her capacity as\na director or officer shall be made only upon delivery to the Corporation of an\nundertaking, by or on behalf of such indemnitee, to repay all amounts so\nadvanced if it shall ultimately be determined by final judicial decision that\nsuch indemnitee is not entitled to be indemnified for such expenses. Such\nexpenses incurred by other employees, agents, or representatives, or by\ndirectors or officers who become the subject of a lawsuit by reason of actions\nother than in their capacity as a director or officer, may be so paid upon such\nterms and conditions as the Board of Directors deems appropriate.\n\n     (c) If a request for indemnification is not paid in full within sixty days,\nor if a request for advance payment of expenses is not paid in full within\ntwenty days, after receipt by the Corporation of the written request, the\nindemnitee may at any time thereafter, prior to such payment, bring suit against\nthe Corporation to recover the unpaid amount of the claim. If successful in\nwhole or in part in such suit, the indemnitee shall be entitled also to recover\nfrom the Corporation the expenses reasonably incurred in prosecuting the claim.\nNeither the failure of the Board of Directors, legal counsel, or the\nstockholders of the Corporation to make a determination that the indemnitee is\nentitled to indemnification, nor a determination by any of them that the\nindemnitee is not entitled to indemnification, for whatever reason, shall create\na presumption in such a suit that the indemnitee has not met the applicable\nstandard of conduct, nor shall it be a defense to such suit. In any such suit\nthe burden of establishing that the indemnitee is not entitled to\nindemnification or an advance payment of expenses shall be on the Corporation.\n\n     (d) The rights to indemnification and advance payment of expenses hereunder\nshall be in addition to any other right which any director, officer, employee,\nagent, or representative may have under any statute, provision of the\nCertificate of Incorporation, By-law, agreement, vote of stockholders or\ndirectors, or otherwise.\n\n\n\n                             - 11 -\n\n                           ARTICLE III.\n\n                             Officers\n\nSection 1. Officers Enumerated: \n------------------------------- \n     The Board of Directors, as soon as may be practicable after the annual\nelection of Directors, shall elect a Chairman, President and Chief Executive\nOfficer, one or more Vice Presidents (one or more of whom may be designated\nExecutive Vice President or Senior Vice President), a Secretary, a Treasurer,\nand a Controller and from time to time may elect or appoint such other officers\nas it may determine. Any two or more offices may be held by the same person.\n\nSection 2. Term of Office: \n-------------------------- \n     Each officer shall hold office for the term for which he is elected or\nappointed and until his successor has been elected or appointed and qualified or\nuntil his death or until he shall resign or until he shall have been removed in\nthe manner hereinafter provided.\n\nSection 3. Powers and Duties: \n----------------------------- \n     The officers of the Corporation shall each have such powers and authority\nand perform such duties in the management of the property and affairs of the\nCorporation as from time to time may be prescribed by the Board of Directors\nand, to the extent not so prescribed, they shall each have such powers and\nauthority and perform such duties in the management of the property and affairs\nof the Corporation, subject to the control of the Board, as generally pertain to\ntheir respective offices.\n\n     Without limitation of the foregoing:\n\n(a)  Chairman, President and Chief Executive Officer: The Chairman, President\n     and Chief Executive Officer shall be the chief executive officer of the\n     Corporation and shall preside at all meetings of the Board and of the\n     Executive Committee of the Board and at all meetings of stockholders. He\n     shall be a director of the Corporation, and he shall be an ex officio\n     member of all committees of the Board, except the Executive Compensation\n     and the Audit Committees.\n\n(b)  Vice Presidents: The Board of Directors shall determine the powers and\n     duties of the respective Vice Presidents and may, in its discretion, fix\n     such order of seniority among the respective Vice Presidents as it may deem\n     advisable.\n\n(c)  Secretary: The Secretary shall issue notices of all meetings of the\n     stockholders and Directors where notices of such meetings are required by\n     law or these By-laws and shall keep the minutes of such meetings. He shall\n     sign such instruments and attest such documents as require his signature of\n     attestation and affix the corporate seal thereto where appropriate.\n\n(d)  Treasurer: The Treasurer shall have custody of all funds and securities of\n     the Corporation and shall sign all instruments and documents as require his\n     signature. He shall perform all acts incident to the position of Treasurer,\n     subject to the control of the Board of Directors.\n\n\n\n\n\n                             - 12 -\n\n(e)  Controller: The Controller shall be in charge of the accounts of the\n     Corporation and he shall have such powers and perform such duties as may be\n     assigned to him by the Board of Directors.\n\n(f)  General Counsel: The General Counsel shall have general control of all\n     matters of legal import concerning the Corporation.\n\nSection 4. Temporary Absence: \n----------------------------- \n     In case of the temporary absence or disability of any officer of the\nCorporation, except as otherwise provided in these By-laws, the Chairman of the\nBoard, the President, the Vice Chairman, any Vice President, the Secretary or\nthe Treasurer may perform any of the duties of any such other officer as the\nBoard of Directors or Executive Committee may prescribe.\n\nSection 5. Resignations: \n------------------------ \n     Any officer may resign at any time by giving written notice of his\nresignation to the Corporation. Any such resignation shall take effect at the\ntime specified therein; and, unless otherwise specified therein, the acceptance\nof such resignation shall not be necessary to make it effective.\n\nSection 6. Removal: \n------------------- \n     Any officer may be removed, either with or without cause, at any time by\naction of the Board of Directors.\n\nSection 7. Vacancies: \n--------------------- \n     A vacancy in any office because of death, resignation, removal or any other\ncause may be filled by the Board of Directors.\n\nSection 8. Compensation: \n------------------------ \n     The salaries of the officers shall be fixed from time to time by the Board\nof Directors. Nothing contained herein shall preclude any officer from serving\nthe Corporation in any other capacity, including that of director, or from\nserving any of its stockholders, subsidiaries or affiliated corporations in any\ncapacity and receiving a proper compensation therefor.\n\nSection 9. Contracts, Checks, etc.: \n----------------------------------- \n     All contracts and agreements authorized by the Board of Directors, and all\nchecks, drafts, bills of exchange or other orders for the payment of money,\nnotes or other evidences of indebtedness, issued in the name of the Corporation,\nshall be signed by such person or persons and in such manner as may from time to\ntime be designated by the Board of Directors, which designation may be general\nor confined to specific instances.\n\nSection 10. Proxies in Respect of Securities of Other Corporations: \n------------------------------------------------------------------- \n     Unless otherwise provided by resolution adopted by the Board of Directors,\nthe Chairman of the Board, the President and Chief Executive Officer, the Vice\nChairman, a Vice President, or the Secretary or an Assistant Secretary or the\nTreasurer or an Assistant Treasurer, or any one of them, may exercise or appoint\nan attorney or attorneys, or an agent or agents, to exercise in the name and on\nbehalf of the Corporation the powers and rights which the Corporation may have\nas the holder of stock or other securities in any other corporation to vote or\nto consent in respect of such stock or other securities; and the Chairman of the\nBoard, the President and Chief Executive Officer, the Vice Chairman, a Vice \n\n\n\n                             - 13 -\n\nPresident, or the Secretary or an Assistant Secretary or the Treasurer or an\nAssistant Treasurer may instruct the person or persons so appointed as to the\nmanner of exercising such powers and rights and the Chairman of the Board, the\nPresident and Chief Executive Officer, the Vice Chairman, a Vice President, or\nthe Secretary or an Assistant Secretary or the Treasurer or an Assistant\nTreasurer may execute or cause to be executed in the name and on behalf of the\nCorporation and under its corporate seal, or otherwise, all such ballots,\nconsents, proxies, powers of attorney or other written instruments as they or\neither of them may deem necessary in order that the Corporation may exercise\nsuch powers and rights. Any stock or other securities in any other corporation\nwhich may from time to time be owned by or stand in the name of the Corporation\nmay, without further action, be endorsed for sale or transfer or sold or\ntransferred by the Chairman of the Board, the President and Chief Executive\nOfficer, the Vice Chairman, or a Vice President, or the Secretary or an\nAssistant Secretary or the Treasurer or an Assistant Treasurer of the\nCorporation or any proxy appointed in writing by any of them.\n\n\n                           ARTICLE IV.\n\n                     Shares and Their Transfer\n\n\nSection 1. Certificates of Stock: \n--------------------------------- \n     Every stockholder shall be entitled to have a certificate certifying the\nnumber of shares of stock of the Corporation owned by him signed by, or in the\nname of, the Corporation by the Chairman of the Board, or the President and\nChief Executive Officer, the Vice Chairman, or a Vice President and by the\nTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary\nof the Corporation. Any of or all of the signatures on the certificate may be a\nfacsimile. In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate shall have ceased\nto be such officer, transfer agent or registrar before such certificate is\nissued, it may be issued by the Corporation with the same effect as if he were\nsuch officer, transfer agent or registrar.\n\nSection 2. Transfers: \n--------------------- \n     Certificates shall be registered for transfer on the stock books of the\nCorporation in person or by attorney, but, except as hereinafter provided in the\ncase of loss, destruction or mutilation of certificates, no transfer of stock\nshall be entered until the previous certificate, if any, given for the same\nshall have been surrendered and canceled.\n\nSection 3. Lost, Destroyed or Mutilated Certificates: \n----------------------------------------------------- \n     The Corporation may issue a new certificate of stock of the same tenor and\nsame number of shares in place of a certificate theretofore issued by it which\nis alleged to have been lost, stolen or destroyed; provided, however, the Board\nof Directors or the Executive Committee or the Secretary of the Corporation may\nrequire the owner of the lost, stolen or destroyed certificate, or his legal\nrepresentative, to give the Corporation a bond of indemnity, in form and with\none or more sureties satisfactory to the Board or the Executive Committee,\n\n\n\n                             - 14 -\n\nsufficient to indemnify it against any claim that may be made against the\nCorporation on account of the alleged loss, theft or destruction of any such\ncertificate or the issuance of such new certificate.\n\nSection 4. Record Date: \n----------------------- \n     The Board of Directors may fix a record date, which record date shall not\nprecede the date upon which the resolution fixing the record date is adopted by\nthe board of directors, and which shall not be more than sixty (60) nor less\nthan ten (10) days before the date of such meeting, nor more than sixty (60)\ndays prior to any other action, as a record date for the determination of the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights or entitled to exercise any rights with\nrespect to any change, conversion or exchange of stock or for the purpose of any\nother lawful action. If no record date is fixed, (a) the record date for\ndetermining stockholders entitled to notice of or to vote at a meeting of\nstockholders shall be at the close of business on the day next preceding the day\non which notice is given, or, if notice is waived, at the close of business on\nthe day next preceding the day upon which the meeting is held, and (b) the date\nfor determining stockholders for any other purpose shall be at the close of\nbusiness on the day on which the Board of Directors adopts the resolution\nrelating thereto. A determination of stockholders of record entitled to notice\nof or to vote at a meeting of stockholders shall apply to any adjournment of the\nmeeting; provided, however, that the Board of Directors may fix a new record\ndate for the adjourned meeting.\n\nSection 5. Books and Records: \n----------------------------- \n     The books and records of the Corporation may be kept at such places within\nor without the State of Delaware as the Board of Directors may from time to time\ndetermine.\n\n                         ARTICLE V.\n\n                           Seal\n\n     The Board of Directors shall provide a corporate seal, which shall be in\nthe form of a circle and shall bear the name of the Corporation, the year in\nwhich the Corporation was incorporated (1971) and the words \"Corporate Seal -\nDelaware\" and such other words or figures as the Board of Directors may approve\nand adopt.\n\n\n                         ARTICLE VI.\n\n                         Amendments\n\n     Except as otherwise provided by these By-laws, the Certificate of\nIncorporation, or by operation of law, the By-laws of the Corporation may be\nmade, altered or repealed by vote of the stockholders at any annual or special\nmeeting of stockholders called for that purpose or by the affirmative vote of a\nmajority of the directors then in office given at any regular or special meeting\nof the Board of Directors.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7599],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9573,9574],"class_list":["post-41444","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gannett-co-inc","corporate_contracts_industries-media__newspapers","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41444","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41444"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41444"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41444"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41444"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}