Bylaws (2010)Full Document 

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BYLAWS

OF

PIERCE-HERALD, INC.

Adopted July 10, 1986

ARTICLE I

Offices

1.1 Initial Registered and Principal Office. The initial registered office shall be at 5400 Columbia Seafirst Center, 701 Fifth Avenue, Seattle, Washington 98104-7011. The initial principal office address shall be at 21st and Q Streets, Sacramento, California 95813. The location of the office may be changed by resolution of the Board of Directors.

1.2 Other Offices. The corporation may have offices also at such other places within or without the State of Washington as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

2.1 Annual Meeting Date. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year during the month of March, with the specific date and time to be determined from time to time by the Board of Directors.

2.2 Notice of Annual Meeting. Written notice of the annual meeting stating the time and place thereof, and in case of a special meeting the time, place and purposes thereof, shall be given at least ten (10) but not more than fifty (50) days before the date of the meeting to each stockholder entitled to a vote thereat.

2.3 Voting Record. The officer who has charge of the stock ledger of the corporation shall prepare at least ten (10) days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a period at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.


2.4 Special Meetings. Special meetings of the stockholders may be called by the Board of Directors or by the President or by a writing signed by stockholders owning twenty-five percent (25%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such call shall state the purpose or purposes of the proposed meeting. The Secretary shall give notice to the stockholders of such meeting in accordance with such call.

2.5 Special Meetings; Business. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice of such special meeting.

2.6 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time without notice other than adjournment at the meeting (if the adjournment is not for more than thirty (30) days and the new record date for the determination of stockholders entitled to vote is not fixed) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

2.7 Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power voting on a question shall decide any question brought before such meeting unless the question is one upon which by express provision of the statutes or the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.8 Proxies and Inspectors. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after eleven months from its date unless the proxy specifically provides for a longer period. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two (2) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

2.9 Action Without Meeting. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision by the statutes or the Articles of Incorporation, the meeting and vote may be dispensed with if all stockholders who would have been entitled to a vote upon the action, if such meeting were held and if voting would have authorized such action, shall consent in writing to such corporate action being taken. Prompt notice shall be given by the Secretary to all stockholders of the taking of corporate action without a meeting by unanimous written consent.

 

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2.10 Presence by Telephone. Stockholders may participate in a meeting of the stockholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Directors

3.1 Number of Directors. The number of directors which shall constitute the whole Board shall be from one (1) to five (5). By amendment of this bylaw, the number may be increased or decreased from time to time by the Board of Directors within the limits permitted by law. No decrease in the number of directors shall change the term of any incumbent director. The directors shall be elected at the annual meeting of the stockholders except as provided in Section 2 of this article, and each director shall hold office until his successor is elected and accepts office unless he earlier resigns or is removed. Directors need not be stockholders. A director may resign at any time upon written notice to the corporation or orally at any meeting of the directors or stockholders.

3.2 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and accept office, unless sooner displaced.

3.3 Removal of Directors. At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member may be removed, with or without cause, by a vote of the holders of a majority of shares then entitled to vote at an election of such directors.

3.4 Power and Duties of the Board. The business of the corporation shall be managed by its Board of Directors which may exercise all such power of the corporation and do such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Except as otherwise provided by law

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