Exhibit 3.4
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THE WASHINGTON POST COMPANY
(formerly known as TWPC, INC.)
Incorporated under the Laws of the State of Delaware
AMENDED AND RESTATED
BY-LAWS
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Effective September 22, 2003
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AMENDED AND RESTATED
BY-LAWS
of
THE WASHINGTON POST COMPANY
(formerly known as TWPC, INC.)
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ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of The
Washington Post Company (formerly known as TWPC, Inc. and hereinafter called
the Company) in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Company.
SECTION 1.02. Other Offices. The Company may have such other offices
in such places, either within or without the State of Delaware, as the Board
of Directors (hereinafter called the Board) may from time to time determine or
the business of the Company may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Place of Meeting. All meetings of the stockholders of
the Company shall be held at such place or places, within or without the State
of Delaware, as may from time to time be fixed by the Board or as shall be
specified or fixed in the respective notices or waivers of notice thereof.
SECTION 2.02. Annual Meetings. The annual meeting of the
stockholders for the election of directors and for the transaction of any
other proper business as may come before the meeting shall be held on such
date and at such time as shall be designated by the Board. If any annual
meeting shall not be held on the date designated therefore
or if the directors shall not have been elected thereat or at any ad-
journment thereof, the Board shall cause a special meeting of the stockholders
for the election of directors to be held as soon thereafter as may be
convenient.
SECTION 2.03. Special Meetings. A special meeting of the stock-
holders for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or by order of the Board, and shall be called by
the Secretary upon the written request of stock- holders holding of record at
least a majority of the outstanding shares of stock of the Company entitled to
vote at such meeting.
SECTION 2.04. Notice of Meetings. Except as otherwise provided by
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder of record entitled to vote at such meeting, by
delivering a written or printed notice thereof to him personally, or by
mailing such notice in a postage prepaid envelope directed to the stockholder
at his address as it appears on the records of the Company. Every notice of a
meeting of stockholders shall state the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. Except where expressly required by law, no publication of
any notice of a meeting of stockholders shall be required. Notice of any
adjourned meeting of stockholders shall not be required to be given if (i) the
time and place thereof are announced at the meeting at which the adjournment
is taken, (ii) the adjourned meeting is held within 30 days thereafter and
(iii) a new record date for the adjourned meeting is not fixed after the
adjournment.
SECTION 2.05. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, at each meeting of the stockholders the holders
of record of a majority of the issued and outstanding stock of the Company
entitled to vote at such meeting, present either in person or by proxy, shall
constitute a quorum for the transaction of business; provided, however, that
in any case where the holders of any class of stock or any series thereof are
entitled to vote as a class, a quorum of each class of stock or such series
thereof shall be separately determined. In the absence of a quorum, a majority
in interest of the stockholders of the Company present in person or by proxy
and entitled to vote at such meeting, or, in the absence of any stockholders
entitled to vote, any officer present at such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting as originally
called. The absence from any meeting in person or by proxy of stockholders
holding the number of shares of stock of the Company required by law, by the
Certificate of Incorporation or by these By-laws for action upon any given
matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting if there shall be present
thereat in person or by proxy stockholders holding the number of shares of
stock of the Company required in respect of such other matter or matters.
SECTION 2.06. Voting. (a) Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, each stockholder shall be
entitled to one vote in person or by proxy on each matter for each share of
stock of the Company which shall be entitled to vote on such matter and which
shall be held by him and registered in his name on the books of the Company on
the date fixed pursuant to Section 7.04 as the record date for the
determination of stockholders entitled to notice of and to vote at the meeting
of stockholders, or to express consent to corporate action in writing without
a meeting, as the case may be.
(b) Shares of its own capital stock belonging to the Company, or to
another corporation if a majority of the shares entitled to vote in the
election of directors of such other corporation is held by the Company, shall
neither be entitled to vote nor counted for quorum purposes.f
(c) Persons holding stock of the Company in a fiduciary capacity shall be
entitled to exercise the voting rights of such stock so held. Persons whose
stock is pledged shall be entitled to exercise the voting rights of such
stock, unless in the transfer by the pledgor on the books of the Company he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.
(d) Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationship, shall be voted
in accordance with the provisions of the
General Corporation Law of the State of Delaware.
(e) Any vote upon any matter at a meeting of the stockholders by the
stockholder entitled to vote thereon, and any expression of consent or dissent
to corporate action without a meeting by the stockholder entitled to express
such consent or dissent, may be given in person or by his proxy appointed by
an instrument in writing subscribed by such stockholder or by his attorney
thereunto authorized, or appointed in any other manner permitted under the
General Corporation Law of the State of Delaware, as long as such instrument,
or a copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission effecting such appointment, has been delivered to the
Secretary or, in the case of a vote at a meeting, to the secretary of the
meeting; provided, however, that no proxy shall be voted or acted upon after
three years from its date, unless said proxy shall provide for a longer
period. The attendance at any meeting of a stockholder who may theretofore
have given a proxy shall not have the effect of revoking the same unless he
shall in writing so notify the secretary of the meeting prior to the voting of
the proxy. At all meetings of the stockholders all matters, except as
otherwise provided in the Certifi-cate of Incorporation, in these By-laws or
by law, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat and
thereon, a quorum being present. Except in the case of votes for the election
of directors, the vote at any meeting of the stockholders on any question need
not be by ballot, unless so directed by the chairman of the meeting. On a vote
by ballot each ballot shall be signed by the stockholder voting, or by his
proxy, and shall state the number and class of shares voted.
SECTION 2.07. List of Stockholders. It shall be the duty of the Secretary
or other officer of the Company who shall have charge of its stock ledger,
either directly or through another officer of the Company designated by him or
through a transfer agent or clerk appointed by the Board, to prepare and make,
at least 10 days before every meeting of the stockholders, a complete list of
the stockholders of each class entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and the number
and class 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 of at least 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. Such list shall also be produced and kept at the time and place of said
meeting during the whole time thereof, and may be inspected by any stockholder
present thereat. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, such list or the books of
the Company, or to vote in person or by proxy at any meeting of stockholders.
SECTION 2.08. Inspectors of Votes. Before or at each meeting of the
stockholders the chairman of such meeting may appoint two Inspectors of Votes
to act thereat. Each Inspector of Votes so appointed shall first subscribe an
oath or affirmation faithfully to execute the duties of an Inspector of Votes
at such meeting with strict impartiality and according to the best of his
ability. Such Inspectors of Votes, if any, shall take charge of the ballots at
such meeting and after the balloting thereat on any question shall count the
ballots cast thereon and shall make a report in writing to the secretary of
such meeting of the results thereof. An Inspector of Votes need not be a
stockholder of the Company, and any director or officer of the Company may be
an Inspector of Votes on any question other than a vote for or against his
election to any position with the Company or on any other question in which he
may be directly interested.
SECTION 2.09. Consent of Stockholders in Lieu of Meeting. Anything in
these By-laws to the contrary notwithstanding, any action required by the
General Corporation Law of the State of Delaware to be, or which may be, taken
at any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed in person or by proxy by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented thereto in writing.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The property, affairs and business of the
Company shall be managed by the Board.
SECTION 3.02. Number and Term of Office. Subject to the re- quirements of
law and the Certificate of Incorporation, the number of directors shall be
such number, not less than three, as shall be fixed from time to time by
resolution of the Board; provided, however, that so long as any Class A Common
Stock shall remain outstanding the minimum number of directors fixed by any
such resolution shall be sufficient to enable the holders of such stock to
elect a majority of the directors. If any person shall be nominated to serve
as a director at a time when there shall be outstanding more than one class or
series of stock entitled to vote on the election of directors, at the time of
such nomination there shall be specified the class or series of stock by which
such person is intended to be elected or, if elected, may be removed. At least
three-fourths of the persons serving as directors must be citizens of the
United States of America. Directors need not be stockholders. Each director
shall hold office until the annual meeting of the stockholders next following
his election and until his earlier death, resignation or removal in the manner
hereinafter provided.
SECTION 3.03. Quorum and Manner of Acting. Except as otherwise provided
by law, the Certificate of Incorporation or these By-laws, one- third of the
members of the Board shall be present in person at any meeting of the Board
(participation in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other to constitute presence in person at such meeting)
in order to constitute a quorum for the transaction of business at such
meeting, and the vote of a majority of the directors present at any such
meeting at which a quorum is present shall be the act of the Board; provided,
however, that none of the officers of the Company shall as a member of the
Board have any vote in the determination of the amount that shall be paid to
him as a fixed salary. In the absence of a quorum from any such meeting, a
majority of the directors present thereat may adjourn such meeting from time
to time until a quorum shall be present thereat. Notice of any adjourned
meeting need not be given. The directors shall act only as a board and the
individual directors shall have no power as such.
SECTION 3.04. Place of Meetings. The Board may hold its meeting at such
place or places, within or without the State of Delaware, as the
Board may from time to time determine or as shall be designated in the
respective notices of meetings or waivers thereof.
SECTION 3.05. First Meeting. After each annual election of directors and
on the same day and at the same place, the Board may meet for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. Such meeting may be held at any
other time or place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board or in a consent and waiver of
notice thereof signed by all the directors.
SECTION 3.06. Regular Meetings. Regular meetings of the Board shall be
held at such places, within or without the State of Delaware, and at such
times as the Board shall by resolution determine. If any day fixed for a
regular meeting shall be a legal holiday at the place where the meeting is to
be held, then the meeting which would otherwise be held on that day shall be
held at said place at the same hour on the next succeeding business day not a
legal holiday. Notice of regular meetings need not be given.
SECTION 3.07. Special Meetings; Notice. Special meetings of the Board
shall be held whenever called by the Chairman of the Board or by the
President, or by the Secretary on the written request of a majority of the
directors at the time in office. Notice of each such meeting shall be mailed
to each director, addressed to him at his residence or usual place of
business, at least two days before the day on which the meeting is to be held,
or shall be sent to him at such place by telegram, cablegram or other
electronic transmission, or be delivered personally or by telephone, not later
than the day before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting but need not state the
purpose thereof.
SECTION 3.08. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all the members of the Board or of such committee, as the
case may be, consent thereto in writing or by electronic transmission, and
such writing or writings or electronic transmission or transmissions are filed
with the minutes of the proceedings of the Board or such committee. Such
filing shall be in
paper form if the minutes of the proceedings of the Board or such committee
are maintained in paper form and shall be in electronic form if such minutes
are maintained in electronic form.
SECTION 3.09. Resignation. Any director of the Company may resign at any
time by giving written notice to the Chairman of the Board, the President or
the Secretary. The resignation of any director shall take effect at the time
specified therein, or if the time when it shall become effective shall not be
specified therein then it shall take effect immediately upon its receipt by
the Chairman, the President or the Secretary; and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3.10. Removal of Directors. Any director of the Company may be
removed, either with or without cause, at any time, by the affirmative vote of
a majority in interest of the stockholders of record of the Company who would
be entitled to vote on the election of such director, given at any special
meeting of such stockholders or in accordance with Section 2.09; and the
vacancy in the Board caused by any such removal may be filled by such
stockholders at such special meeting or in accordance with Section 2.09 or, if
not so filled, as otherwise provided in Section 3.11.
SECTION 3.11. Vacancies. Any vacancy in the Board caused by the death,
resignation, disqualification or removal of a director, or by an increase in
the number of directors, or any other cause, may, subject to Section 3.10, be
filled either by a majority vote of the remaining directors, though less than
a quorum, or by a sole remaining director, or by the stockholders of the
Company entitled to vote thereon at the next annual meeting or at any special
meeting called for the purpose, or in accordance with Section 2.09.
SECTION 3.12. Compensation. Unless otherwise expressly provided by
resolution adopted by the Board, neither any director nor any member of any
committee contemplated by these By-laws or otherwise provided for by
resolution of the Board shall, as such, receive any stated compensation for
his services; but the Board may at any time or from time to time by resolution
provide that a specified sum shall be paid to any director or to any member of
any such committee who shall not otherwise be in the employ of the Company or
any of its subsidiaries, either as his annual compensation as such director or
member or as compensation for his attendance at meetings of the Board or of
such committee. The Board may also likewise provide that the Company shall
reimburse each director or member of such committee for any expenses paid by
him on account of his attendance at any such meeting. Nothing in this Section
3.12 contained shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 4.01. Executive Committee; Appointment; Powers; Resignation and
Removal of Members. The Board may by resolution designate not less than two
nor more than five directors, who shall include the Chairman of the Board and
the chief executive officer of the Company, to constitute an Executive
Committee that shall have and may exercise all the powers of the Board
delegable by law in the management of the business and affairs of the Company
to the extent provided in said resolution or in any other resolution adopted
by the Board, and shall have the power to authorize the seal of the Company to
be affixed to all papers which may require it. Such resolution may also
specify that the member or members of the Executive Committee present and not
disqualified from voting at a meeting of the Executive Committee, whether or
not he or they constitute a quorum, may unanimously appoint another member of
the Board to act at such meeting in place of any absent or disqualified
member. The Board shall designate in said resolution the Chairman of the Board
or the immediate past Chairman of the Board to be the Chairman of the
Executive Committee. Any member of the Executive Committee may at any time
resign by giving notice to the Chairman of the Executive Committee, the
Chairman of the Board, the President or the Secretary. The resignation of any
member of the Executive Committee shall take effect at the time specified
therein, or if the time when it shall become effective shall not be specified
therein then it shall take effect immediately upon its receipt by the Chairman
of the Executive Committee, the Chairman of the Board, the President or the
Secretary; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective. A majority of all the
members of the Executive Committee may fix its rules of procedure, determine
its actions and fix the time and place, whether
within or without the State of Delaware, of its meetings and specify what
notice thereof, if any, shall be given, unless the Board shall otherwise by
resolution provide. The Board shall have power to change the members of the
Executive Committee, other than the Chairman of the Board and the chief
executive officer of the Company, at any time, either with or without cause,
to fill vacancies in such membership and to discharge the Executive Committee,
either with or without cause, at any time.
SECTION 4.02. Other Committees. The Board may by resolution constitute
other committees which shall in each case consist of directors and, at the
discretion of the Board, officers who are not directors, and which shall have
and may exercise such powers as the Board may determine and specify in the
respective resolutions appointing them; provided, however, that (a) unless all
the members of any committee shall be directors, such committee shall not have
authority to exercise any of the powers of the Board in the management of the
business and affairs of the Company and (b) if any committee shall have the
power to determine the amounts of the respective fixed salaries of the
officers of the Company, or any of them, such committee shall consist of not
less than three members and none of its members shall have any vote in the
determination of the amount that shall be paid to him as a fixed salary. A
majority of all the members of any such committee may fix its rules of
procedure, determine its action and fix the time and place, whether within or
without the State of Delaware, of its meetings and specify what notice
thereof, if any, shall be given, unless the Board shall otherwise by
resolution provide. The Board shall have power to change the members of any
such committee at any time, to fill vacancies therein and to discharge any
such committee, either with or without cause, at any time.
ARTICLE V
OFFICERS
SECTION 5.01. Number. The officers of the Company shall be appointed by
the Board and may include a Chairman of the Board (who shall be chosen from
among the directors), a President, one or more Vice Presidents (one or more of
whom may be designated Executive Vice Presidents or Senior Vice Presidents), a
Secretary, a Treasurer and such other officers as may be so appointed. The
Board shall
designate one of the officers of the Company as the chief executive officer of
the Company.
SECTION 5.02. Election and Term of Office. The officers shall be elected
annually by the Board and each shall hold office until the next annual
election of officers and until his successor shall have been duly elected and
shall qualify or until his earlier death, resignation or removal in the manner
hereinafter provided. A vacancy in any office because of death, resignation,
removal or any other cause may be filled by the Board for the unexpired
portion of the term.
SECTION 5.03. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the Board.
SECTION 5.04. Resignations. Any officer may resign at any time by giving
written notice of his resignation to the Chairman of the Board, the President
or the Secretary. Any such resignation shall take effect at the time specified
therein, or if the time when it shall become effective shall not be specified
therein then it shall take effect immediately upon its receipt by the Chairman
of the Board, the President or the Secretary; and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 5.05. Salaries. The salaries of the officers of the Company shall
be fixed from time to time by the Board or by any one or more committees (none
of which shall consist of less than three members, all of whom shall be
directors) appointed by resolution of the Board with power to fix such
salaries. None of such officers shall be prevented from receiving a salary by
reason of the fact that he is also a member of the Board or any such
committee, but no officer who shall also be a member of the Board or of any
such committee shall have any vote in the determination of the amount of
salary that shall be paid to him.
ARTICLE VI
CONTRACTS, INSTRUMENTS, BANK ACCOUNTS, ETC.
SECTION 6.01. Contracts or Other Instruments. Except as otherwise
provided by law or by these By-laws, any contract or other instrument relative
to the business of the Company may be executed and delivered
in the name of the Company and on its behalf by the Chairman of the Board, the
President, a Vice President, the Secretary or the Treasurer; and the Board may
authorize any other officer or agent of the Company to enter into any contract
or execute and deliver any contract or other instrument in the name and on
behalf of the Company, and such authority may be general or confined to
specific instances as the Board may by resolution determine. Unless authorized
so to do by these By-laws or by the Board, no officer, agent or employee shall
have any power or authority to bind the Company by any contract or engagement,
or to pledge its credit, or to render it liable pecuniarily for any purpose or
to any amount.
SECTION 6.02. Deposits. All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the Company or otherwise
as the Board or the Chairman of the Board or the President or the Treasurer
shall direct in such banks, trust companies or other depositaries as the Board
may select or as may be selected by any officer or agent of the Company to
whom power in that respect shall have been delegated by the Board. For the
purpose of deposit and for the purpose of collection for the account of the
Company, checks, drafts and other orders for the payment of money which are
payable to the order of the Company may be endorsed, assigned and delivered by
any officer or agent of the Company.
SECTION 6.03. General and Special Bank Accounts. The Board may from time
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as the Board may
select, or as may be selected by any officer or agent of the Company to whom
power in that respect shall have been delegated by the Board. The Board may
make such special rules and regulations with respect to such bank accounts,
not incon- sistent with the provisions of these By-laws, as it may deem
expedient.
SECTION 6.04. Loans. Unless the Board shall otherwise deter- mine, any
two of the following officers, to wit: the Chairman of the Board, the
President, any Vice President, the Treasurer and the Secre- tary, acting
together, may effect loans and advances at any time for the Company from any
bank, trust company or other institution or from any firm or individual, and
for such loans and advances may make, execute and deliver promissory notes or
other evidences of indebtedness of the Company, but no officer or officers
shall mortgage, pledge, hypothecate or otherwise transfer for security any
property
whatsoever owned or held by the Company except when authorized by resolution
adopted by the Board.
SECTION 6.05. Checks, Drafts, etc. All checks, drafts, orders for the
payment of money, bills of lading, warehouse receipts, obligations, bills of
exchange and insurance certificates shall be signed or endorsed (except
endorsements for collection for the account of the Company or for deposit to
its credit) by such officer or officers or agent or agents of the Company and
in such manner as shall from time to time be determined by resolution of the
Board.
SECTION 6.06. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Chairman of the Board, the President, any Vice President or
the Secretary may from time to time appoint an attorney or attorneys or an
agent or agents of the Company to exercise, in the name and on behalf of the
Company, the powers and rights which the Company may have as the holder of
stock or other securities in any other corporation to vote or consent in
respect of such stock or other securities, and the Chairman of the Board, the
President, any Vice President or the Secretary may instruct the person or
persons so appointed as to the manner of exercising such powers and rights;
and the Chairman of the Board, the President, any Vice President or the
Secretary may execute or cause to be executed, in the name and on behalf of
the Company and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in order that
the Company may exercise such powers and rights.
ARTICLE VII
CAPITAL STOCK
SECTION 7.01. Stock Certificates. Every stockholder shall be entitled to
have a certificate, in such form as the Board shall prescribe, signed in the
name of the Company by the Chairman of the Board, the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, certifying the number and class of shares of stock of
the Company owned by him. If such certificate is countersigned (i) by a
transfer agent other than the Company or its employee or (ii) by a registrar
other than the Company or its employee, any other signature on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Company with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. A record shall
be kept of the respective names of the persons, firms or corporations owning
the stock represented by certificates for stock of the Company, the number,
class and series of shares represented by such certificates respectively, and
the respective dates thereof, and in case of cancellation, the respective
dates of cancellation. Every certificate surrendered to the Company for
exchange or transfer shall be canceled and a new certificate or certificates
shall not be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled, except in cases provided for
in Section 7.05.
SECTION 7.02. Transfer of Stock. Except as otherwise provided in the
Certificate of Incorporation, transfer of shares of stock of the Company shall
be made only on the books of the Company by the reg-istered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary or with a transfer agent appointed pursuant to
Section 7.03, and upon surrender of the certificate or certificates for such
shares properly endorsed and payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the Company shall be deemed the
owner thereof for all purposes as regards the Company. Whenever any transfer
of shares shall be made for collateral security and not absolutely, such fact
shall be so expressed in the entry of transfer if, when the certificate or
certificates shall be presented to the Company for transfer, both the
transferor and the transferee request the Company to do so. The Secretary or
such transfer agent shall inquire prior to the transfer of shares of stock of
the Company whether such stock is to be owned of record or voted by or on
behalf of an Alien (as defined in Section 7.06), shall maintain a record of
shares so owned or to be so voted, and shall not transfer any shares of stock
upon the books of the Company except in accordance with Section 7.06.
SECTION 7.03. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Company. The
Board may appoint, or authorize any officer or officers to appoint, one or
more transfer agents and one or more registrars, and may require all
certificates for stock to bear the signature or signatures of any of them.
SECTION 7.04. Fixing Date for Determination of Stockholders of Record. In
order that the Company may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing written consent to corporate action without a
meeting the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on
the day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.
SECTION 7.05. Lost, Stolen, Destroyed or Mutilated Certificates. If the
owner of any stock of the Company shall notify the Company of any loss, theft,
destruction or mutilation of the certificate therefor, the Company may issue a
new certificate for stock in the place of any certificate theretofore issued
by it and alleged to have been lost, stolen or destroyed, or which shall have
been mutilated. The Board may, in its discretion, require the owner of the
lost, stolen, destroyed or mutilated certificate or his legal representatives
to give the Company a bond in such sum, limited or unlimited, and in such form
and with such surety or sureties, as the Board shall in its uncontrolled
discretion determine, to indemnify the Company against any claim that may be
made against it on account of the alleged loss, theft, destruction or
mutilation of any such certificate, or the issuance of such new certificate.
The Board may, however, in its discretion refuse to issue any such new
certificate except pursuant to legal proceedings under the laws of the State
of Delaware in such case made and provided.
SECTION 7.06. Ownership or Voting by Aliens. (a) As used in these
By-laws, the word "Alien" shall be construed to include the following and
their representatives: An individual not a citizen of the United States of
America; a partnership unless a majority of the partners are citizens of the
United States of America and have a majority interest in the partnership
profits; a foreign government; a corporation, joint-stock company or
association organized under the laws of a foreign country; and any other
corporation, joint-stock company or as- sociation directly or indirectly
controlled by one or more of the fore- going.
(b) Not more than one-fifth of the aggregate number of shares of voting
stock of the Company of any class outstanding shall at any time be owned of
record or voted by or for the account of Aliens.
(c) The ownership of record of shares of stock by or for the account of
Aliens, and the citizenship of transferees thereof, shall be determined in
conformity with regulations prescribed by the Board. There shall be maintained
separate stock records, a domestic record of shares of stock held by citizens
and a foreign record of shares of stock held by Aliens.
(d) Every certificate representing stock issued or transferred to an
Alien shall be marked "Foreign Share Certificate," but under no circumstances
shall certificates representing more than one-fifth of the aggregate number of
shares of voting stock of any class outstanding at any one time be so marked,
nor shall the total amount of voting stock represented by Foreign Share
Certificates, plus the amount of voting stock owned by or for the account of
Aliens and represented by certifi- xxxxx not so marked, exceed one-fifth of
the aggregate number of shares of voting stock of any class outstanding. Every
certificate issued not marked "Foreign Share Certificate" shall be marked
"Domestic Share Certificate." Any stock represented by Foreign Share
Certificates may be transferred to either Aliens or non-Aliens.
(e) If, and so long as, the stock records of the Company shall disclose
that one-fifth of the outstanding shares of voting stock of any class is owned
by Aliens, no transfer of shares of such class repre- sented by Domestic Share
Certificates shall be made to Aliens, and if it shall be found by the Company
that stock represented by a Domestic Share Certificate is, in fact, held by or
for the account of an Alien, the holder of such stock shall not be entitled to
vote, to receive dividends or to have any other rights, except the right to
transfer such stock to a citizen of the United States of America.
(f) The Company shall not be owned or controlled directly or indi- rectly
by any other corporation of which any officer or more than one- fourth of the
directors are Aliens, or of which more than one-fourth of the stock is owned
of record or voted by Aliens.
(g) The Board may, at any time and from time to time, adopt such other
provisions as the Board may deem necessary or desirable to comply with the
provisions of Section 310(a) of the Federal Communications Act as now in
effect or as it may hereafter from time to time be amended, and to carry out
the provisions of this Section 7.06 and of Article TENTH of the Certificate of
Incorporation.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Seal. The Company shall have a corporate seal, which shall
be in the form of a circle and shall bear the name of the Company and words
and figures indicating the year and state in which the Company was
incorporated and such other words or figures as the Board may approve and
adopt.
SECTION 8.02. Fiscal Year. The fiscal year of the Company shall be as
determined by the Board of Directors.
SECTION 8.03. Waivers of Notice. Whenever notice is required to be given
by law, the Certificate of Incorporation or these By-laws, a written waiver
thereof, signed by the person entitled to such notice, or a waiver by
electronic transmission by the person entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting except when the person attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice or any waiver by electronic
transmission.
SECTION 8.04. Amendments. These By-laws, or any of them, may be altered,
amended or repealed, or new By-laws may be made, by the Board at any meeting
thereof or by the stockholders entitled to vote thereon at any annual or
special meeting thereof or in accordance with Section 2.09.
CERTIFICATE
The undersigned,
Secretary of The Washington Post Company., a Delaware corporation, does hereby
certify that the foregoing is a true copy of the Bylaws of the Company in effect
as of this date.
WITNESS my hand and the seal of the Company this day of , 20 .
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Secretary
