{"id":41536,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-knight-ridder-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-knight-ridder-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-knight-ridder-inc.html","title":{"rendered":"Bylaws &#8211; Knight-Ridder Inc."},"content":{"rendered":"<pre>\n\n                                     BYLAWS\n                                       OF\n\n                               KNIGHT-RIDDER, INC.\n                               -------------------\n\n                        (As Amended Through May 12, 1999)\n\n                                    ARTICLE I\n                                  Shareholders\n                                  ------------\n\n\n         SECTION 1 - ANNUAL MEETING: The annual meeting of the shareholders of\nthe Company for the election of directors and for the transaction of such other\nbusiness as may properly come before the meeting, shall be held at the principal\noffice of the Company or at such other place as may be designated by the Board\nof Directors and specified in the notice of such meeting, at such time and upon\nsuch date during the months of April or May in each year as the Board of\nDirectors may determine.\n\n         SECTION 2 - SPECIAL MEETING: Special meetings of the shareholders of\nthe Company may be held on any business day, when called by the Chairman of the\nBoard, the Vice Chairman of the Board, the President, or a Vice President, or by\nthe Board acting at a meeting, or by a majority of the directors acting without\na meeting, or by persons who hold ten percent (10%) of all shares outstanding\nand entitled to vote thereat. Upon request in writing, delivered either in\nperson or by registered mail to the Chairman of the Board, the Vice Chairman of\nthe Board, the President, or the Secretary, by any persons entitled to call a\nmeeting of shareholders, which request shall state the objects for which the\nmeeting is to be called, and the business considered and transacted at any such\nmeeting called on the request of shareholders shall be confined to the objects\nstated in such request, such officer shall forthwith cause to be given to the\nshareholders entitled thereto notice of a meeting to be held on a date not less\nthan ten (10) nor more than sixty (60) days after the receipt of such request,\nas such officer may fix. If such notice is not given within fifteen (15) days\nafter the delivery or mailing of such request, the persons calling the meeting\nmay fix the time of the meeting and give notice thereof in the manner provided\nby law or as provided in these Bylaws, or cause such notice to be given by any\ndesignated representative. Each special meeting shall be called to convene\nbetween 9:00 o'clock A.M. and 4:00 o'clock P.M. and shall be at the principal\noffice of the Company in San Jose, California, unless the same is called by the\ndirectors, acting with or without a meeting, in which case such meeting may be\n\n\n\n                                       2\n\nheld at any place either within or without the State of Florida designated by\nthe directors and specified in the notice of such meeting.\n\n         SECTION 3 - NOTICE OF MEETINGS: Not less than ten (10) nor more than\nsixty (60) days before the date fixed for a meeting of shareholders, written\nnotice stating the time, place and purposes of such meeting shall be given by or\nat the direction of the Secretary or an Assistant Secretary, or any other person\nor persons required or permitted by law to give such notice. The notice shall be\ngiven by personal delivery or by first-class mail to each shareholder entitled\nto notice of the meeting who is of record as of the day preceding the day on\nwhich notice is given or, if a record date therefor is duly fixed, of record as\nof said date, if mailed, the notice shall be addressed to the shareholders at\ntheir respective addresses as they appear on the records of the Company. Notice\nof the time, place and purpose of any meeting of shareholders may be waived in\nwriting, either before or after the holding of such meeting by any shareholder,\nwhich writing shall be filed with or entered upon the records of the meeting.\n\n         SECTION 4 - QUORUM: ADJOURNMENT: Except as may be otherwise provided by\nlaw or by the Articles of Incorporation, at any meeting of the shareholders, the\nholders of shares entitling them to exercise a majority of the voting power of\nthe Company present in person or by proxy shall constitute a quorum for such\nmeeting; provided, however, that no action required by law, the Articles, or\nthese Bylaws to be authorized or taken by a designated proportion of the shares\nof the Company may be authorized or taken by a lesser proportion; and, provided\nfurther, that the holders of a majority of the voting shares represented\nthereat, whether or not a quorum is present, may adjourn such meeting from time\nto time; if any meeting is adjourned, notice of such adjournment need not be\ngiven if the time and place which is adjourned are fixed and announced at such\nmeeting unless a new record date is established, in which event a new notice for\nthe adjourned meeting shall be given in accordance with Section 3 of this\nArticle.\n\n         SECTION 5 - PROXIES: Any shareholder entitled to vote or express his\nconsent or dissent at a meeting of the shareholders may do so in person or may\nbe represented by proxy, appointed by an instrument in writing, signed by the\nshareholder or by his duly authorized attorney-in-fact.\n\n         SECTION 6 - APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND BOARD:\nExcept as otherwise provided by the Articles of Incorporation or by law, any\n\n\n\n                                       3\n\ncontract, act, or transaction, prospective or past, of the Company, or of the\nBoard, or of the officers may be approved or ratified by the affirmative vote at\na meeting of the shareholders of the holders of shares entitling them to\nexercise a majority of the voting power of the Company, and such approval or\nratification shall be as valid and binding as though affirmatively voted for by\nevery shareholder of the Company.'\n\n         SECTION 7 - NOTIFICATION OF SHAREHOLDER BUSINESS: All business properly\nbrought before an annual meeting shall be transacted at such meeting. Business\nshall be deemed properly brought only if it is (i) specified in the notice of\nmeeting (or any supplement thereto) given by or at the direction of the Board of\nDirectors, (ii) otherwise properly brought before the meeting by or at the\ndirection of the Board of Directors or (iii) brought before the meeting by a\nshareholder of record entitled to vote at such meeting if written notice of such\nshareholder's intent to bring such business before such meeting is delivered to,\nor mailed, postage prepaid, and received by, the Secretary of the Company at the\nprincipal office of the Company in San Jose, California not later than one\nhundred twenty (120) days prior to the anniversary date of the Company's proxy\nstatement relating to the immediately preceding annual meeting. Each notice\ngiven by such shareholder shall set forth: (A) a brief description of the\nbusiness desired to be brought before the meeting and the reasons for conducting\nsuch business at the meeting; (B) the name and address of the shareholder who\nintends to propose such business; (C) a representation that the shareholder is a\nholder of record of stock of the Company entitled to vote at such meeting (or if\nthe record date for such meeting is subsequent to the date required for such\nshareholder notice, a representation that the shareholder is a holder of record\nat the time of such notice and intends to be a holder of record on the record\ndate for such meeting), setting forth the number and class of shares so held,\nand intends to appear in person or by proxy at such meeting to propose such\nbusiness; and (D) any material interest of the shareholder in such business. The\nChairman of the meeting shall, if the facts warrant, determine and declare to\nthe meeting that business was not properly brought before the meeting in\naccordance with the provisions of this Section 7; and, if the Chairman should so\ndetermine and declare, any such business not properly brought before the meeting\nshall not be transacted.\n\n                                   ARTICLE II\n                                     Shares\n                                     ------\n\n         SECTION 1 - FORM OF CERTIFICATES AND SIGNATURES: The shares of the\nCompany shall be represented by certificates unless the Board shall by\n\n\n\n                                       4\n\nresolution provide that some or all of any class or series of stock shall be\nuncertified shares. Any such resolution shall not apply to shares represented by\na certificate until the certificate is surrendered to the company.\nNotwithstanding the adoption of any resolution providing for uncertificated\nshares, each holder of shares is entitled to one or more certificates, signed by\nthe Chairman of the Board, the Vice Chairman of the Board, the President or a\nVice President and by the Secretary or an Assistant Secretary of the Company,\nwhich shall certify the number and class of shares held by him in the company,\nbut no certificate for shares shall be executed or delivered until such shares\nare fully paid. When such a certificate is countersigned by an incorporated\ntransfer agent or registrar, the signature of any of said officers of the\nCompany may be facsimile, engraved, stamped or printed. In case any officer who\nsigned or whose facsimile signature has been placed upon such certificate shall\nhave ceased to be such officer before such certificate is issued, it may be\nissued by the corporation with the same effect as if he were such officer at the\ndate of its issuance.\n\n         SECTION 2 - TRANSFER OF SHARES: Shares of the Company shall be\ntransferable upon the books of the Company by the holders thereof, in person, or\nby a duly authorized attorney, and, where represented by certificates, upon\nsurrender and cancellation of certificates for a like number of shares of the\nsame class or series, with duly executed assignment and power of transfer\nendorsed thereon or attached thereto, and with such proof of the authenticity of\nthe signatures to such assignment and power of transfer as the Company or its\nagents may reasonably require.\n\n         SECTION 3 - LOST, STOLEN, OR DESTROYED CERTIFICATES: The Company may\nissue a new certificate for shares in place of any certificate theretofore\nissued by it and alleged to have been lost, stolen, or destroyed or claimed as\nabandoned property by an appropriate governmental representative and the Board\nmay, in its discretion, require the owner or high legal representatives, to give\nthe Company a bond continuing such terms as the Board may require to protect the\nCompany or any person injured by the execution and delivery of a new\ncertificate.\n\n         SECTION 4 - TRANSFER AGENTS AND REGISTRARS: The Board may appoint, or\nrevoke the appointment of, transfer agents and registrars and may require all\ncertificates for shares to bear the signatures of such transfer agents and\nregistrars, or any of them. The Board shall have the authority to make all such\n\n\n\n                                       5\n\nrules and regulations as it may deem expedient concerning the issue, transfer,\nand registration of certificates for shares of the Company.\n\n         SECTION 5 - FIXING A RECORD DATE: For any lawful purpose, including\nwithout limitation, the determination of the shareholders who are entitled to:\n\n         (1)      Receive notice of or to vote at a meeting of shareholders,\n\n         (2)      Receive payment of any dividend or distribution,\n\n         (3)      Receive or exercise rights of purchase of or subscription for,\n                  or exchange or conversion of, shares or other securities,\n                  subject to contract rights with respect thereto, or\n\n         (4)      Participate in the execution of waivers or releases,\n\nthe Board may fix a record date which shall not be more than sixty (60) days\n(nor less than ten (10) days in the case provided by the clause (1) above)\npreceding the date of the meeting of shareholders or the date fixed for the\npayment of any dividend or distribution, or the date fixed for the receipt or\nthe exercise of rights, as the case may be. The record date for the purpose of\nthe determination of the shareholders who are entitled to receive notice of or\nto vote at a meeting of shareholders shall continue to be the record date for\nall adjournments of such meetings, unless the Board or the persons who shall\nhave fixed the original record date shall, subject to the limitations set forth\nin this Article, fix another date and, in case a new record date is so fixed,\nnotice thereof and of the date to which the meeting shall have been adjourned\nshall be given to shareholders of record as of such date in accordance with the\nsame requirements as those applying to a meeting newly called.\n\n         SECTION 6 - CONTROL SHARE REDEMPTION: The Company is authorized to\nredeem control shares acquired in a control-share acquisition to the fullest\nextent permitted by Section 607.109 of the Florida General Corporation Act as\nthe same now exists or as it may be hereafter amended from time to time. Any\nsuch redemption shall be made at the direction of, and in the manner prescribed\nby, the Board of Directors. For purposes of this Section 6, the terms 'control\nshares' and 'control-share acquisition' shall have the meanings ascribed to them\nby Section 607.109 of the Florida General Corporation Act.\n\n\n\n                                       6\n\n                                   ARTICLE III\n                               Board of Directors\n                               ------------------\n\n         SECTION 1 - AUTHORITY: Except where the law, the Articles of\nIncorporation, or these Bylaws require action to be authorized or taken by the\nshareholders, all of the authority of the Company shall be exercised by the\ndirectors.\n\n         SECTION 2 - NUMBER OF; QUALIFICATIONS: The Board of Directors of the\nCompany shall consist of such number of directors as may be determined from time\nto time by resolution adopted by the Board of Directors, except that such number\nshall not be less than (10) nor more than twenty (20); no reduction in the\nnumber of directors shall of itself have the effect of shortening the term of an\nincumbent member.\n\n         SECTION 3 - ELECTION OF DIRECTORS; VACANCIES: The directors shall be\nelected at each annual meeting of shareholders or at a special meeting called\nfor the purpose of electing directors. At a meeting of shareholders, at which\ndirectors are to be elected, only persons nominated as candidates shall be\neligible for election as directors, and the candidates receiving the greatest\nnumber of votes shall be elected. In the event of the occurrence of any vacancy\nor vacancies in the Board, however caused, the remaining directors, though less\nthan a majority of the whole authorized number of directors, may, by the vote of\na majority of their number, fill any such vacancy for the unexpired term.\n\n         SECTION 4 -_NOTIFICATION OF NOMINATIONS: Subject to the rights of the\nholders of any one or more series of Preference Stock then outstanding,\nnominations for the election of directors may be made by the Board of Directors\nor by any shareholder entitled to vote for the election of directors. Any\nshareholder entitled to vote for the election of directors at an annual meeting\nor a special meeting called for the purpose of electing directors may nominate\npersons for election as directors at such meeting only if written notice of such\nshareholder's intent to make such nomination is delivered to, or mailed, postage\nprepaid, and received by, the Secretary of the Company at the principal office\nof the Company in San Jose, California not later than (i) in the case of an\nannual meeting, one hundred twenty (120) days prior to the anniversary date of\nthe Company's proxy statement relating to the immediately preceding annual\nmeeting and (ii) in the case of a special meeting, the close of business on the\ntenth day following the date on which the Company first makes public disclosure\nof the date of the special meeting. Each notice given by such shareholder shall\nset forth: (A) the name and address of the shareholder who intends to make the\n\n\n\n                                       7\n\nnomination and of the person or persons to be nominated; (B) a representation\nthat the shareholder is a holder of record of stock of the Company entitled to\nvote at such meeting (or if the record date for such meeting is subsequent to\nthe date required for such shareholder notice, a representation that the\nshareholder is a holder of record at the time of such notice and intends to be a\nholder of record on the record date for such meeting), setting forth the number\nand class of shares so held, and intends to appear in person or by proxy at the\nmeeting to nominate the person or persons specified in the notice; (C) a\ndescription of all arrangements or understandings between the shareholder and\neach nominee and any other person or persons (naming such person or persons)\npursuant to which the nomination or nominations are to be made by the\nshareholder; (D) such other information regarding each nominee proposed by such\nshareholder as would have been required to be included in a proxy statement\nfiled pursuant to the proxy rules of the Securities and Exchange Commission had\neach nominee been nominated, or intended to be nominated, by the Board of\nDirectors; and (E) the consent of each nominee to serve as a director of the\nCompany if so elected. The Chairman of the meeting shall, if the facts warrant,\ndetermine and declare to the meeting that a nomination was not made in\naccordance with the provisions of this Section 4; and, if the Chairman should so\ndetermine and declare, the defective nomination shall be disregarded.\n\n         SECTION 5 - TERM OF OFFICE; RESIGNATIONS: Directors shall hold office\nuntil the next annual meeting of shareholders and until their successors are\nelected and qualified, or until their earlier resignation, removal from office,\nor death. Any director may resign at any time, by oral statement to that effect\nmade at a meeting of the Board or in a writing to that effect delivered to the\nSecretary, such resignation to take effect immediately or at such other time as\nthe director may specify.\n\n         SECTION 6 - MEETINGS: Immediately after each annual meeting of the\nshareholders, the newly elected directors shall hold an organization meeting for\nthe purpose of electing officers and transacting any other business. Other\nmeetings of the Board may be held at any time within or without the State of\nFlorida in accordance with the resolutions or other action by the Board. The\nSecretary shall give written notice of the time and place of all meetings of the\nBoard of Directors, other than the organization meetings, to each member of the\nBoard at least two (2) days before the meeting.\n\n         SECTION 7 - QUORUM; ADJOURNMENT: A quorum of the Board shall consist of\na majority of the directors then in office; provided that a majority of the\n\n\n\n                                       8\n\ndirectors present at a meeting duly held, whether or not a quorum is present,\nmay adjourn such meeting from time to time; if any meeting is adjourned, notice\nof adjournment need not be given if the time and place to which it is adjourned\nare fixed and announced at such meeting. At each meeting of the Board at which a\nquorum is present, all questions and business shall be determined by a majority\nvote of those present except as in these Bylaws otherwise expressly provided.\n\n         SECTION 8 - APPOINTMENT OF COMMITTEES: The Board of Directors may\nappoint such committees, in addition to the Executive Committee, as it may\nconsider proper, and such committees shall exercise such powers and duties as\nthe Board from time to time may prescribe, subject to the Articles of\nIncorporation, these Bylaws, and applicable law.\n\n         SECTION 9 - CONTRACTS: No contracts or other transaction between the\nCompany and one or more of its directors or any other corporation, firm,\nassociation, or entity shall be made void or voidable by the fact that directors\nof the Company are financially interested in, or are directors or officers of\nsuch other corporation, firm, association, or entity if, at the meeting of the\nBoard, or of the committee of the Company making, authorizing, or confirming\nsuch contract or transaction, the fact of such relationship or interest is\ndisclosed or known to the Board of Directors or committee which authorizes,\napproves, or ratifies such contract or transaction by a vote or consent\nsufficient for the purpose without counting the vote or consent of such\ninterested director; or, if the fact of such relationship or interest is\ndisclosed or known to shareholders entitled to vote and they authorize, approve,\nor ratify such contract or transaction by vote; or, the contract or transaction\nis fair and reasonable as to the Company at the time it is authorized by the\nBoard, committee, or the shareholders. The interested director or directors may\nbe counted in determining the presence of a quorum at a meeting of the Board of\nDirectors or committee thereof which authorizes, approves, or ratifies such\ncontract or transaction.\n\n                                   ARTICLE IV\n                               Executive Committee\n                               -------------------\n\n         SECTION 1 - MEMBERSHIP; APPOINTMENT: The Board may appoint not less\nthan three (3) directors, one of whom shall be the Chief Executive Officer, who\ntogether shall constitute the Executive Committee. The directors may appoint one\nor more directors as alternate members of the Committee, who may take the place\nof any absent member or members at any meeting of the Committee. Vacancies in\nthe Executive Committee may be filled at any meeting of the Board.\n\n\n\n                                       9\n\n         SECTION 2 - POWERS: DUTIES: The Executive Committee shall advise with\nand aid the officers of the Company in all matters concerning its interests and\nthe management of its business. When the Board is not in session, the Executive\nCommittee shall have and may exercise all the powers of the Board, so far as\nsuch may be delegated legally, with reference to the conduct of the business of\nthe Company, except that the Executive Committee shall not take any action to:\n\n         (a)      Approve or recommend to shareholders actions or proposals\n                  required by law to be approved by shareholders.\n\n         (b)      Designate candidates for the office of director, for purposes\n                  of proxy solicitation or otherwise.\n\n         (c)      Fill vacancies on the Board of Directors or any committee\n                  thereof.\n\n         (d)      Amend the Bylaws.\n\n         (e)      Authorize or approve the reacquisition of shares unless\n                  pursuant to a general formula or method specified by the Board\n                  of Directors.\n\n         (f)      Authorize or approve the issuance or sale of, or any contract\n                  to issue or sell, shares or designate the terms of a series of\n                  a class of shares, except that the Board of Directors having\n                  acted regarding general authorization for the issuance or sale\n                  of shares, or any contract therefor, and, in the case of a\n                  series, the designation thereof, may pursuant to a general\n                  formula or method specified by the Board by resolution or by\n                  adoption of a stock option or other plan, authorize the\n                  Executive Committee to fix the terms of any contract for the\n                  sale of the share and to fix the terms upon which such shares\n                  may be issued or sold, including, without limitation, the\n                  price, the rate or manner of payment of dividends, provisions\n                  for redemption, sinking fund, conversion, and voting or\n                  preferential rights, and provisions for other features of a\n                  class of shares, or a series of a class of shares, with full\n                  power in such committee to adopt any final resolution setting\n                  forth all the terms thereof and to authorize the statement of\n                  the terms of a series for filing with the Department of State\n                  under the applicable law.\n\n\n\n                                       10\n\n         SECTION 3 - MEETINGS: Regular meetings of the Executive Committee may\nbe held without call or notice at such times and places as the Executive\nCommittee from time to time may fix. Other meetings of the Executive Committee\nmay be called by any member thereof either by oral, telegraphic or written\nnotice not later than the day prior to the date set for such meeting. Such\nnotice shall state the time and place of the meeting and if by telegraph or in\nwriting shall be addressed to each member at his address as shown by the records\nof the Secretary. Upon request by any member, the Secretary shall give the\nrequired notice calling the meeting.\n\n         SECTION 4 - QUORUM: At any meeting of the Executive Committee, three\n(3) members shall constitute a quorum. Any action of the Executive Committee to\nbe effective must be authorized by the affirmative vote of a majority of the\nmembers thereof present and, in any event, shall require not less than three (3)\naffirmative votes.\n\n         SECTION 5 - RECORD OF MEETINGS: The Executive Committee shall appoint\nits Secretary who shall keep the minutes of the meetings of the Executive\nCommittee and cause them to be recorded in a book kept at his office for that\npurpose. These minutes shall be presented to the Board from time to time for\ntheir information.\n\n                                    ARTICLE V\n                                    Officers\n                                    --------\n\n         SECTION 1 - ELECTION AND DESIGNATION OF OFFICERS: The executive\nofficers of the Company shall be a Chairman of the Board, a Vice Chairman of the\nBoard, a President, one or more Vice Presidents, a Secretary, a Treasurer and\nController, all of whom shall be elected by the Board at its annual meeting. The\nChairman of the Board, the Vice Chairman of the Board or the President shall be\nthe Chief Executive Officer of the Company as shall be determined by the Board\nof Directors from time to time. There may also be one or more Assistant\nSecretaries, Assistant Treasurers, Assistant Controllers, and such other\nofficers as may from time to time be elected by the Board. The Chairman of the\nBoard, the Vice Chairman of the Board and the President shall be directors, but\nno one of the other officers need be a director. Any two (2) or more such\noffices may be held by the same person, but no officer shall execute,\nacknowledge, or verify any instrument in more than one capacity, if such\ninstrument is required to be executed, acknowledged, or verified by two (2) or\nmore officers.\n\n\n\n                                       11\n\n         SECTION 2 - TERM OF OFFICE: VACANCIES: The officers of the Company\nshall hold office until the next organization meeting of the Board and until\ntheir successors are elected, except in case of resignation, death, or removal.\nThe Board, without prejudice to the contract rights of such officer, may remove\nany officer at any time with or without cause by a two-thirds (2\/3) vote of the\nmembers of the Board then in office. The Board may fill any vacancy in any\noffice occurring from whatever reason, may delegate to one (1) or more officers\nany of the duties of any officer or officers and prescribe the duties of any\nofficer.\n\n         SECTION 3 - CHIEF EXECUTIVE OFFICER - DUTIES: The Chief Executive\nOfficer of the Company shall have general charge of the business affairs, and\nproperty of the Company and control over its officers, agents, and employees. He\nshall, in general, perform all duties and have all powers incident to the\nposition of Chief Executive Officer and shall perform such other duties and have\nsuch other powers as from time to time may be prescribed to him by these Bylaws\nor by the Board of Directors.\n\n         SECTION 4 - CHAIRMAN OF THE BOARD - DUTIES: The Chairman of the Board\nshall preside at all meetings of the shareholders and of the Board and shall\nhave such duties and powers as may be prescribed for him from time to time by\nthe Board of Directors.\n\n         SECTION 5 - VICE CHAIRMAN OF THE BOARD - DUTIES: The Vice Chairman of\nthe Board shall perform such duties as may be prescribed for him from time to\ntime by the Board of Directors or by the Chief Executive Officer of the Company.\n\n         SECTION 6 - PRESIDENT - DUTIES: The President shall perform such duties\nas may be prescribed for him from time to time by the Board of Directors or by\nthe Chief Executive Officer of the Company.\n\n         SECTION 7 - VICE PRESIDENT - DUTIES: Each Vice President shall have the\npowers and duties incident to that office and shall have such other duties as\nmay be prescribed from time to time by the Board of Directors or Chief Executive\nOfficer. In case of the absence or disability of the President, or when\ncircumstances prevent the President from acting, a Vice President of the Company\nshall perform all the duties and possess all the authority of the President, and\nshall have priority in the performance of such duties and exercise of such\nauthority in the order of their election by the Board. Each Vice President may\nsign and execute on behalf and in the name of the Company bonds, contracts,\ninstruments and documents authorized by the Board.\n\n\n\n                                       12\n\n         SECTION 8 - SECRETARY - DUTIES: The Secretary shall attend all meetings\nof the shareholders and of the Board, and act as Secretary thereof and shall\nkeep the minutes thereof in books of the Company provided for that purpose, and\nwhen required he shall perform like duties for the standing committees, if any,\nelected or appointed by the Board; he shall see that proper notice, when\nrequired, is given of all meetings of the shareholders and of the Board; he may\nsign with the Chairman of the Board, Vice Chairman of the Board, the President\nor any Vice President on behalf and in the name of the Company all contracts and\nother instruments authorized by the Board or the Executive Committee; he may\nsign or his facsimile signature may be used to sign certificates for shares of\nthe capital stock of the Company; he shall keep in safe custody the seal of the\nCompany and whenever authorized by the Board or the Executive Committee, shall\nattest and affix the seal to any contract or other instrument requiring the\nsame; he shall keep in safe custody all contracts and such books, records and\nother papers as the Board of the Executive Committee may direct, all of which\nshall, at all reasonable times, be open to the examination of any director, upon\napplication at the office of the Company during business hours, and he shall in\ngeneral perform all the duties usually incident to the office of Secretary,\nsubject to the control of the Board and the Executive Committee.\n\n         SECTION 9 - TREASURER - DUTIES: The Treasurer shall have the care and\ncustody of all funds and securities of the Company and deposit such funds in the\nname of the Company in such bank or banks as the Board or the Executive\nCommittee may designate. The Treasurer is authorized to sign all checks, drafts,\nnotes, bills of exchange, orders for the payment of money and any negotiable\ninstruments of the Company, but no instruments shall be signed in blank. The\nTreasurer shall disburse the funds of the Company as may be ordered by the\nBoard, the Executive Committee, or the Chief Executive Officer. The Treasurer\nshall give such bonds for the faithful performance of his duties as the Board or\nthe Executive Committee or the Chief Executive Officer may determine, and shall\nperform such other duties as may be incident to the office of Treasurer.\n\n         SECTION 10 - CONTROLLER - DUTIES: The Controller shall keep or cause to\nbe kept books, records and accounts, which, in reasonable detail, accurately and\nfairly reflect the transactions and disposition of the assets of the Company in\nconformity with accepted methods of recording economic events and in conformity\nwith generally accepted accounting principles. The Controller shall prescribe\npolicies and procedures necessary to devise and maintain adequate systems of\ninternal accounting controls. The Controller shall at all reasonable times\n\n\n\n                                       13\n\nexhibit the books and accounts to any director, and also, provided the Board or\nExecutive Committee or the Chief Executive Officer so orders, to any shareholder\nof the Company upon application at the office of the Company by such shareholder\nduring business hours; and the Controller shall give such bond for the faithful\nperformance of his duties as the Board or the Executive Committee or the Chief\nExecutive Officer may determine, and shall perform such other duties as may be\nincident to the office of the Controller.\n\n         SECTION 11 - OTHER OFFICERS - DUTIES: The Assistant Secretaries, the\nAssistant Treasurers and Assistant Controllers, if any, in addition to such\nauthority and duties as the Board may determine shall have such authority and\nperform such duties as may be directed by their respective principal officers.\n\n                                   ARTICLE VI\n                                  Compensation\n                                  ------------\n\n         The Board, by the affirmative vote of a majority of the directors in\noffice, and irrespective of any personal interest of any of them, shall have\nauthority to establish reasonable compensation which may include pension,\ndisability and death benefits, for services to the Company by directors and\nofficers or to delegate such authority to one or more officers and directors.\n\n\n                                   ARTICLE VII\n                                 Indemnification\n                                 ---------------\n\n         The Company shall indemnify any person who is made, or threatened to be\nmade, a party to, or is otherwise involved in, any action, suit or other type of\nproceeding (whether civil, criminal, administrative or investigative, and\nwhether formal or informal) by reason of the fact that he is or was a director\nor officer of the Company or, at the request of the Company, is or was serving\nany other corporation, partnership, joint venture, trust, employee benefit plan\nor other enterprise in any capacity, to the fullest extent permitted by the laws\nof Florida as from time to time in effect. The Company may, if it so determines\nin a specific case, indemnify other employees or agents of the Company in the\nsame manner and to the same extent.\n\n         Expenses (including counsel fees) incurred by an officer or director in\ndefending any pending, threatened, or completed action, suit or other type of\nproceeding (whether civil, criminal, administrative or investigative, and\nwhether formal or informal) shall be paid by the Company in advance of the\ndetermination of such officer's or director's entitlement to indemnification\n\n\n\n                                       14\n\npromptly upon receipt of an undertaking by or on behalf of such officer or\ndirector to repay amounts so advanced in the event and to the extent that such\nofficer or director is ultimately found not to be entitled to indemnification by\nthe Company as authorized by this Article. Such amounts incurred by other\nemployees and agents may be so paid in advance upon such terms and conditions,\nif any, as the Board of Directors deems appropriate. The Board of Directors may,\nupon approval of such officer or director, authorize the Company's counsel to\nrepresent such officer or director, in any action, suit or proceeding, whether\nor not the Company is a party thereto.\n\n         All rights to indemnification and advances under this Article shall be\ndeemed to be a contract between the Company and each director, officer, employee\nor agent of the Company who serves or served in such capacity at any time while\nthis Article is in effect. Any repeal or modification of this Article or any\nrepeal or modification of relevant provisions of the Florida General Corporation\nLaw or any other applicable laws shall not in any way diminish any rights to\nindemnification and to such advances of such director, officer, employee or\nagent or the obligations of the Company arising hereunder. The provisions of\nthis Article shall inure to the benefit of heirs, executors, administrators and\npersonal representatives of those entitled to indemnification and to such\nadvances and shall be binding upon any successor to the Company to the fullest\nextent permitted by the laws of Florida as from time to time in effect. The\nindemnification and advancement of expenses provided by this Article shall not\nbe deemed exclusive of any other rights to which those seeking indemnification\nor advancement may be entitled under Florida law or any bylaw, agreement, vote\nof shareholders or disinterested directors or otherwise.\n\n         Any indemnification or advance required by this Article VII shall be\nmade promptly, and in any event within 30 days, upon the written request of the\nindemnified party. The right to indemnification or advances as granted by this\nArticle shall be enforceable by the indemnified party in any court of competent\njurisdiction if the Company denies such request, in whole or in part, or if no\ndisposition thereof is made within 30 days. The indemnified party's costs and\nexpenses incurred in connection with successfully establishing a right of\nindemnification or advances, in whole or in part, in any such action shall also\nbe indemnified by the Company.\n\n\n\n                                       15\n\n                                  ARTICLE VIII\n                             Execution of Contracts,\n                      Vouchers, and Negotiable Instruments\n                      ------------------------------------\n\n         The Board or the Executive Committee may authorize any of the officers\nof the Company or any other person or persons, either singly or with another\nsuch officer or person as said Board or Committee may direct, to sign, on behalf\nand in the name of the Company, contracts, indentures, deeds, conveyances,\nleases, declarations, communications and other instruments and documents, and\nthe Board or the Executive Committee may authorize any of the officers of the\nCompany or any other person or persons, either singly or with another such\nofficer or person as said Board or Committee may direct, to sign, on behalf and\nin the name of the Company, manually or by facsimile signature, checks, drafts,\nnotes, bonds, debentures, bills of exchange and orders for the payment of money.\nIn case any of the officers of the Company who shall have signed, or whose\nfacsimile signature or signatures shall have been used, as aforesaid, upon any\nsuch document, instrument or security shall cease to be such officer of the\nCompany before such document, instrument or security shall have been delivered\nor issued, such document, instrument or security, upon due delivery or issuance\nthereof, shall be valid and effective as though the person or persons who signed\nor whose facsimile signature or signatures were used upon such document,\ninstrument, or security had not ceased to be such officer of the Company.\n\n                                   ARTICLE IX\n                    Authority to Transfer and Vote Securities\n                    -----------------------------------------\n\n         The Chairman of the Board, the Vice Chairman of the Board, the\nPresident, and each Vice President of the Company are each authorized to sign\nthe name of the Company and to perform all acts necessary to effect a transfer\nof any shares, bonds, other evidences of indebtedness or obligations,\nsubscription rights, warrants, and other securities of another corporation owned\nby the Company and to issue the necessary powers of attorney for the same; and\neach such officer is authorized, on behalf of the Company, to vote such\nsecurities, to appoint proxies with respect thereto, and to execute consents,\nwaivers, and releases with respect thereto, or to cause any such action to be\ntaken.\n\n\n\n\n                                    ARTICLE X\n                                   Amendments\n                                   ----------\n\n         Except as otherwise provided by law, the Bylaws of the Company may be\nadopted, altered, amended, or repealed by the Board of Directors, provided,\nhowever, the shareholders may repeal, alter, or amend Bylaws adopted by the\nBoard of Directors, may adopt new Bylaws, and may prescribe that any Bylaw made\nby them may not be altered, amended, or repealed by 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":[7996],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9573,9574],"class_list":["post-41536","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-knight-ridder-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\/41536","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=41536"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41536"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41536"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41536"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}