Bylaws (2010)Full Document 

Start of Preview

BYLAWS OF

STAR-TELEGRAM OPERATING, INC.

Adopted April 4, 2008


TABLE OF CONTENTS

 

          Page
ARTICLE I MEETINGS OF STOCKHOLDERS    1
1.1      Place of Meetings    1
1.2      Annual Meeting    1
1.3      Special Meeting    1
1.4      Notice of Stockholders’ Meetings    2
1.5      Quorum    2
1.6      Adjourned Meeting; Notice    2
1.7      Conduct of Business    2
1.8      Voting    3
1.9      Stockholder Action by Written Consent Without a Meeting    3
1.10    Record Dale for Stockholder Notice; Voting; Giving Consents    4
1.11    Proxies    5
1.12    List of Stockholders Entitled to Vote    5
ARTICLE II DIRECTORS    6
2.1      Powers    6
2.2      Number of Directors    6
2.3      Election, Qualification and Term of Office of Directors    6
2.4      Resignation and Vacancies    6
2.5      Place of Meetings; Meetings by Telephone    7
2.6      Conduct of Business    7
2.7      Regular Meetings    7
2.8      Special Meetings; Notice    7
2.9      Quorum; Voting    8
2.10    Board Action by Written Consent Without a Meeting    8
2.11    Fees and Compensation of Directors    8
2.12    Removal of Directors    8
ARTICLE III COMMITTEES    9
3.1      Committees of Directors    9
3.2      Committee Minutes    9
3.3      Meetings and Actions of Committees    9
3.4      Subcommittees    10
ARTICLE IV OFFICERS    10
4.1      Officers    10
4.2      Appointment of Officers    10
4.3      Subordinate Officers    10
4.4      Removal and Resignation of Officers    10
4.5      Vacancies in Offices    11
4.6      Representation of Shares of Other Corporations    11
4.7      Authority and Duties of Officers    11

 

-i-


ARTICLE V INDEMNIFICATION    11
5.1      Indemnification of Directors and Officers in Third Party Proceedings    11
5.2      Indemnification of Directors and Officers in Actions by or in the Right of the Company    11
5.3      Successful Defense    12
5.4      Indemnification of Others    12
5.5      Advanced Payment of Expenses    12
5.6      Limitation on Indemnification    12
5.7      Determination; Claim    13
5.8      Non-Exclusivity of Rights    13
5.9      Insurance    13
5.10    Survival    14
5.11    Effect of Repeal or Modification    14
5.12    Certain Definitions    14
ARTICLE VI STOCK    14
6.1      Stock Certificates; Partly Paid Shares    14
6.2      Special Designation on Certificates    15
6.3      Lost Certificates    15
6.4      Dividends    15
6.5      Stock Transfer Agreements    16
6.6      Registered Stockholders    16
6.7      Transfers    16
ARTICLE VII MANNER OF GIVING NOTICE AND WAIVER    16
7.1      Notice of Stockholder Meetings    16
7.2      Notice by Electronic Transmission    16
7.3      Notice to Stockholders Sharing an Address    17
7.4      Notice to Person with Whom Communication is Unlawful    18
7.5      Waiver of Notice    18
ARTICLE VIII GENERAL MATTERS    18
8.1      Fiscal Year    18
8.2      Seat    18
8.3      Annual Report    18
8.4      Construction; Definitions    18
ARTICLE IX AMENDMENTS    19

 

-ii-


BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of Star-Telegram Operating, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 21l(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.


1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

 

-2-


1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgers and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

End of Preview