AMENDED AND RESTATED OPERATING AGREEMENT OF ATHENS NEWSPAPERS, LLC (a Georgia limited liability company)
Exhibit T3B.3
AMENDED AND RESTATED OPERATING AGREEMENT OF
ATHENS NEWSPAPERS, LLC
(a Georgia limited liability company)
(a Georgia limited liability company)
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of
the 15th day of October, 2009, by and between XXXXXX PUBLISHING GROUP, LLC (the
“Member”), a Georgia limited liability company, and ATHENS NEWSPAPERS, LLC (the “Company”), a
Georgia limited liability company, the Member and the Company collectively (the “Parties”).
W I T N E S S E T H:
WHEREAS, the Company is a Georgia limited liability company organized under the Georgia
Limited Liability Company Act (the “Act”);
WHEREAS, the Member desires to have no liability to third parties to the fullest extent
provided under the Act;
WHEREAS, the Member desires to set forth guidelines regarding the operations of the Company
and certain other matters;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
ARTICLE I
Formation of Company
Formation of Company
1.1 Formation; Sole Member. The Company has been formed effective upon the filing of
the Articles in the office of the Secretary of State for the State of Georgia in accordance with
and pursuant to the Act. The Parties confirm their intent and agreement that the Company shall be
governed by the terms of this Agreement. The sole member of the Company is Xxxxxx Publishing
Group, LLC, which owns one hundred percent (100%) of the membership interests in the Company.
1.2 Name. The name of the Company is “Athens Newspapers, LLC”. The Company’s
business may also be conducted under other name or names selected by the Member as a trade name or
names.
1.3 Organizational Documents. This Agreement, along with the Certificate of
Organization of the Company, a copy of which is attached hereto as Schedule “A”, constitute
the principal organizational documents of the Company.
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1.4 Principal and Other Offices. The principal office for the transaction of business
of the Company is to be located at such place as may be fixed from time to time by the Directors.
Branch offices and places of business may be established at any time by the Directors at any place
or places where the Company is qualified to do business, whether within or outside the State of
Georgia.
1.5 Registered Office and Agent. The Directors shall designate a registered agent and
registered office for service of legal process; these designations are to be filed with the Georgia
Secretary of State as required by the Act. These designations may be changed at any time.
1.6 Term. The term of the Company shall be perpetual, unless terminated in accordance
with either the provisions of this Agreement or the Act. The Company shall not terminate solely as
a consequence of the dissociation, bankruptcy, insolvency, appointment of a receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of a member of the Company or a
substantial part of such member’s property, or assignment for the benefit of its creditors, or an
admission in writing of the inability to pay its debts generally as they become due, or any similar
action, of one or more of the members, so long as there remains a member of the Company.
ARTICLE II
Business of Company
Business of Company
The Company may engage in any business or activity permitted by law.
ARTICLE III
Management
Management
3.1 Management of Company. The business and affairs of the Company shall be managed
by managers, to be known as the “Board of Directors”.
3.1.1 Management Delegated to Board of Directors. The Member hereby delegates all
management of the Company to the Board of Directors which shall consist of such number as may be
set from time to time by the Member. All decisions concerning the business affairs of the Company
shall be made by the Board of Directors.
3.1.2 Election of Directors. Members of the Board of Directors shall be appointed by
the Member and shall serve at the pleasure of the Member. Directors may be removed at any time by
the Member, with or without cause.
3.1.3 Meetings. The Board by resolution may provide for an annual meeting or other
regularly scheduled meetings, which may be held without notice as and when scheduled in such
resolution. Special meetings of the Board may be called at any time by the Member, the Chairman of
the Board, the President, or by any two (2) or more directors. The Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications
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equipment in which all persons participating in the meeting can hear each other, and participation
in such a meeting pursuant to this Section 3.1.3 shall constitute presence in person at such
meeting.
3.1.4. Notice and waiver; quorum. Notice of any special meeting of the Board of
Directors shall be given to each director (including observer members of the Board of Directors)
personally or by mail, addressed to such director at such director’s last known address, at least
two (2) days prior to the meeting. Such notice may be waived, either before or after the meeting.
The attendance of a director at any special meeting shall itself constitute a waiver of notice of
such meeting and of any and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a director states, at the beginning of the
meeting, any such objection or objections to the transaction of business. A majority of the Board
of Directors (excluding observer members of the Board of Directors) shall constitute a quorum at
any directors’ meeting.
3.1.5 No meeting necessary. Any action required by law or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the directors (and a copy provided to observer
members of the Board of Directors). Such consent shall have the same force and effect as a
unanimous vote of the Board of Directors and shall be filed with the Secretary and recorded in the
Minute Book of the Company.
3.1.6 Voting. At all meetings of the Board of Directors, each director shall have one
vote and, except as otherwise provided herein or provided by law, all questions shall be determined
by a majority vote of the directors present.
3.1.7 Committees. In the discretion of the Board of Directors, such Board from time
to time may elect or appoint, from its own members, an Executive Committee or such other committee
or committees as such Board may see fit to establish. Each such committee shall consist of two or
more directors, and each shall have and may exercise such authority and perform such functions as
the Board by resolution may prescribe within the limitations imposed by law.
3.1.8 Board Observers. At any time during which there is an outstanding balance on the
Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated
Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications
Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as
Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one
(1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees
thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall
generally be held telephonically) but will not be entitled to vote at any Board meeting. Such
Observer shall be entitled to receive all consents, proposed consents or Board actions, documents,
materials, information and notices (whether or not in writing) provided to the Board; provided,
however, that the Company reserves the right to exclude such Observer from access to any material
or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board
votes in good faith after advice of counsel, that such exclusion is necessary (taking into account
any confidentiality agreements that such
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Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege;
(b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the
impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide
dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC,
except that the Observer may be removed for cause by the Board of Directors in the event of willful
misconduct or material breach of any confidentiality agreement with the Company or its affiliates;
provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been
notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a
reasonable amount of time to appoint another person as an Observer. Upon the payment and
satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right
to designate an Observer, and any Observer so designated will automatically and without further
action be removed from the Board. At any time during which there is an outstanding balance on the
Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses
incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section
3.1.8 shall be reimbursed by the Company.
3.1.9 Officers, salaries, and bonds. The Board of Directors shall elect all officers
of the Company and fix their compensation, unless pursuant to a resolution of the Board the
authority to fix compensation is delegated to the President. The fact that any officer is a
director shall not preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their discretion, require
bonds from either or all of the officers and employees of the Company for the faithful performance
of their duties and good conduct while in office.
3.1.10 Compensation of directors. Directors, as such, shall be entitled to receive
such fees and expenses, if any, for attendance at each regular or special meeting of the Board and
any adjournments thereof as may be fixed from time to time by resolution of the Board, and such
fees and expenses shall be payable even though an adjournment shall have occurred because of the
absence of a quorum; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Company in any other capacity and receiving compensation
therefor. Members of either standing or special committees may be allowed such compensation as may
be provided from time to time by resolution of the Board for attending committee meetings.
3.2 Officers.
3.2.1 Selection. The Board of Directors at each annual meeting (or from time to time
if no annual meeting is held) shall elect or appoint a President, a Secretary, and a Treasurer,
each to serve for the ensuing year and until such officer’s successor is elected and qualified, or
until such officer’s earlier resignation, removal from office, or death. The Board of Directors,
at such meeting, may or may not, in the discretion of the Board, elect a Chairman of the Board
and/or one or more Vice Presidents, and also may elect or appoint one or more Assistant Vice
Presidents and/or one or more Assistant Secretaries and/or one or more Assistant Treasurers. When
more than one Vice President is elected, they may, in the discretion of the Board, be designated
Executive Vice President, Senior Vice President, etc., according to seniority or rank, and any
person may hold two or more offices.
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3.2.2 Removal, vacancies. Any officers of the Company may be removed from office at
any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of
the Company may be filled by the Board of Directors.
3.2.3 Chairman of the Board. The Chairman of the Board of Directors, when and if
elected, shall, whenever present, preside at all meetings of the Board of Directors and at all
meetings of the members. The Chairman of the Board of Directors shall have all the powers of the
President in the event of the President’s absence or inability to act, or in the event of a vacancy
in the office of the President. The Chairman of the Board of Directors shall confer with the
President on matters of general policy affecting the business of the Company and shall have, in
such Chairman’s discretion, power and authority to generally supervise all the affairs of the
Company and the acts and conduct of all the officers of the Company, and shall have such other
duties as may be conferred upon the Chairman of the Board by the Board of Directors.
3.2.4 President. If there be no Chairman of the Board elected, or in the Chairman’s
absence, the President shall preside at all meetings of the Board of Directors and at all meetings
of the members. The immediate supervision of the affairs of the Company shall be vested in the
President. It shall be the President’s duty to attend constantly to the business of the Company
and to maintain strict supervision over all of its affairs and interests. The President shall keep
the Board of Directors fully advised of the affairs and condition of the Company, and shall manage
and operate the business of the Company pursuant to such policies as may be prescribed from time to
time by the Board of Directors. The President shall, subject to approval of the Board, hire and
fix the compensation of all employees and agents of the Company other than officers, and any person
thus hired shall be removable at the President’s pleasure.
3.2.5 Vice President. Any Vice President of the Company may be designated by the
Board of Directors to act for and in the place of the President in the event of sickness,
disability, or absence of the President or the failure of the President to act for any reason, and
when so designated, such Vice President shall exercise all the powers of the President in
accordance with such designation. The Vice Presidents shall have such duties as may be required of
or assigned to them by the Board of Directors, the Chairman of the Board, or the President.
3.2.6 Secretary. It shall be the duty of the Secretary to keep a record of the
proceedings of all meetings of the Members and Board of Directors; to keep the membership records
of the Company; to notify the members and directors of meetings as provided by this Agreement; and
to perform such other duties as may be prescribed by the Chairman of the Board, the President, or
the Board of Directors. Any Assistant Secretary, if elected, shall perform the duties of the
Secretary during the absence or disability of the Secretary and shall perform such other duties as
may be prescribed by the Chairman of the Board, the President, the Secretary, or the Board of
Directors.
3.2.7 Treasurer. The Treasurer shall keep, or cause to be kept, the financial books
and records of the Company, and shall faithfully account for its funds. The Treasurer shall make
such reports as may be necessary to keep the Chairman of the Board, the President, and the Board of
Directors fully informed at all times as to the financial condition of the Company, and
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shall perform such other duties as may be prescribed by the Chairman of the Board, the President,
or the Board of Directors. Any Assistant Treasurer, if elected, shall perform the duties of the
Treasurer during the absence or disability of the Treasurer, and shall perform such other duties as
may be prescribed by the Chairman of the Board, the President, the Treasurer, or the Board of
Directors.
3.3 Directors’ and Officers’ Duty to Company. The Directors and the Officers shall
have the same duties as are customary for Directors and Officers of a Georgia business corporation.
3.4. Duty of Care. A Member’s, Director’s or Officer’s duty of care in the discharge
of the person’s or entity’s duties to the Company is limited to refraining from engaging in gross
negligence or intentional misconduct. In discharging its duties, the person or entity shall be
fully protected in relying in good faith upon the Company’s books and records and upon such
information, opinions, reports, or statements by any of its agents, or by any other person, as to
matters the person or entity reasonably believes are within such other person’s professional or
expert competence and who have been selected with reasonable care by or on behalf of the Company,
including information, opinions, reports, or statements as to the value and amount of the assets,
liabilities, profits, or losses of the Company or any other facts pertinent to the existence and
amount of assets from which distributions to the Member might properly be paid.
3.5 Indemnity of the Member and of Others. Each person or entity who at any time is
or shall have been the Member, or is or shall have been serving at the request of the Company as a
Manager, Director, Officer, employee or agent of another person or entity, shall be indemnified and
held harmless by this Company from and against any and all losses, liabilities or claims
attributable to such status or to acts or failure to act in connection therewith, provided that the
scope of this indemnification and agreement to hold harmless shall not extend to losses arising
from the gross negligence or intentional misconduct of the indemnitee. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which a person or entity
seeking indemnification may be entitled under any other agreement, vote of Members or otherwise.
If authorized by the Board of Directors, the Company may purchase and maintain insurance on behalf
of any person (including the Member) to the full extent permitted by the Act.
3.6 Affiliated Compensation. The Directors may retain such persons or entities as it
shall determine (including any person or entity in which the Member or any Director may have an
interest or of which it is an affiliate) to provide services to or on behalf of the Company for
such compensation as the Directors deem to be appropriate.
ARTICLE IV
Contracts, Etc.
Contracts, Etc.
4.1 Contracts, deeds, and loans. All contracts, deeds, mortgages, pledges, promissory
notes, transfers, and other written instruments binding upon the Company shall be executed on
behalf of the Company by the Chairman of the Board, if elected, the President, any Vice President,
or by such other officers or agents as the Board of Directors may designate from
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time to time. Any such instrument required to be given under the seal of the Company may be
attested by the Secretary or Assistant Secretary of the Company.
4.2 Proxies. The Chairman of the Board, if elected, or the President or any Vice
President shall have full power and authority, on behalf of the Company, to attend and to act and
to vote at any meetings of the shareholders, bond holders, or other security holders of any
corporation, trust, or association in which this Company may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers incident to the
ownership of such securities and which as owner thereof the Company might have possessed and
exercised if present, including the power and authority to delegate such power and authority to a
proxy selected by such officer. The Board of Directors may, by resolution, from time to time,
confer like powers upon any other such person or persons.
4.3 Checks and Drafts. Checks and drafts of the Company shall be signed by such
officer or officers or such other employees or persons as the Board of Directors may from time to
time designate.
ARTICLE V
Rights and Obligations of Member
Rights and Obligations of Member
5.1 Limitation of Liability. The Member shall have no personal or vicarious liability
for the liabilities and obligations of the Company.
5.2 Liability of the Member to the Company. A Member who receives the return in whole
or in part of its contribution is liable to the Company only to the extent, if any, provided by the
Act.
5.3 Member’s Duty to Company. The Member shall be entitled to enter into transactions
that may be considered to be competitive with, or a business opportunity that may be beneficial to,
the Company, it being expressly understood that the Member may be entering into transactions that
are similar to the transactions into which the Company may enter. The Company shall not have any
right, by virtue of this Agreement, to share or participate in such transactions of the Member or
to the income or proceeds derived therefrom. The Member shall not incur any liability to the
Company as a result of engaging in any other business venture.
The Member does not violate a duty or obligation to the Company merely because the Member’s
conduct furthers the Member’s own interest. The Member may lend money to and transact other
business with the Company. The rights and obligations of the Member lending money to or
transacting business with the Company are the same as those of a person who is not a Member,
subject to applicable law. No transaction with the Company shall be voidable solely because the
Member has a direct or indirect interest in the transaction if the transaction is fair to the
Company.
ARTICLE VI
Contributions to Company and Capital Accounts
Contributions to Company and Capital Accounts
6.1 Member’s Capital in the Company.
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6.1.1 The Member shall contribute to the Company as its “Capital Contribution” the amount
determined by the Member in its sole discretion to be necessary or convenient for carrying on the
business and activities of the Company. No interest shall accrue on any Capital Contribution, and
the Member shall not have the right to withdraw or be repaid any Capital Contribution except as
provided in the Agreement. Notwithstanding the foregoing, the Member shall not be required to make
any Capital Contribution.
6.1.2 Anything in this Agreement to the contrary notwithstanding, no Member shall
have any personal or vicarious liability for liabilities or obligations of the Company, and no
Member shall be required to make any further or additional contributions to the capital of the
Company or to lend or advance funds to the Company for any purpose.
6.1.3 The obligation, if any, of a Member to contribute to the capital of the Company is
solely and exclusively for the benefit of the Company and the Member, and is not intended to confer
rights on any third party. Without limiting the generality of the foregoing, no creditor of the
Company shall be deemed a third party beneficiary of any obligation of any Member to contribute
capital or make advances to the Company.
6.2 Distributions. Distributions shall be made at such time or times and in such
amounts as the Board of Directors shall determine. All distributions of cash or other property
shall be made to the Members in accordance with their percentage interests. No Member has the
right to demand or receive a distribution in any form other than cash. No distribution shall be
made if prohibited by the solvency tests of O.C.G.A. §00-00-000.
ARTICLE VII
Transferability
Transferability
The Member’s interest in the Company shall be transferable in whole or in part without consent
of any other person or entity, and the assignee shall be admitted as a Member with all the rights
of the Member who assigned its interest. No transfer (whether voluntary or involuntary) shall
effect a dissolution of the Company. The Member shall be permitted to retire, resign or withdraw
from the Company at any time. No event of bankruptcy or insolvency shall cause the Member to cease
to be a Member.
ARTICLE VIII
Additional Members
Additional Members
8.1 Additional Members. Any person or entity acceptable to the Member may become a
Member in the Company subject to the conditions imposed by the Member. At or about the time a new
Member is admitted, this Agreement shall be amended as necessary or proper to reflect a change from
a single-member limited liability company to a multiple-member limited liability company.
8.2 Multiple Members. After a new Member is admitted and the Company changes to a
multiple-member limited liability company:
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8.2.1 Meetings of Members may be called by Members holding a majority of the interests in the
Company;
8.2.2 At least two (2) days’ notice of all meetings of Members shall be given by the Members
authorized to call meetings;
8.2.3 Members may participate in any meeting by, or conduct the meeting through the use of,
any means of communication by which all Members participating may simultaneously hear each other
during the meeting. A Member participating in a meeting by this means is deemed to be present in
person at the meeting;
8.2.4 The presence of Members holding a majority of the interests in the Company shall
constitute a quorum for a meeting of Members; and
8.2.5 Except as otherwise provided herein or in the Act, the act of Members holding a majority
of the interests in the Company at a meeting at which a quorum is present shall be required to take
action on any matter where a vote of Members is required.
8.2.6 Any action required by law or permitted to be taken at any meeting of the Members may be
taken without a meeting if written consent, setting forth the action so taken, shall be signed by
Members holding a majority of interests in the Company. Such consent shall have the same force and
effect as a vote of Members holding a majority of interests in the Company and shall be filed with
the Secretary and recorded in the Minute Book of the Company.
ARTICLE IX
Dissolution and Termination
Dissolution and Termination
9.1 Dissolution. The Company shall be dissolved and its affairs wound up either: (a)
upon the retirement or withdrawal of the only remaining Member of the Company (other than in
connection with an assignment of its interest in the Company), or (b) at the election of the
Member.
9.2 Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the Member
shall proceed to wind up the affairs of the Company, and liquidate and distribute the assets of the
Company as it sees fit, subject to the Act. Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed terminated.
Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the
meaning of Section 1.704-1(b)(2)(ii)(g) of the U.S. Treasury Regulations, if the Member has a
deficit capital account (after giving effect to all contributions, distributions, allocations and
other capital account adjustments for all taxable years, including the year during which such
liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the
negative balance of the Member’s capital account shall not be considered a debt owed by such Member
to the Company or to any other person for any purpose whatsoever.
ARTICLE X
Miscellaneous
Miscellaneous
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10.1 Books of Account and Records. Proper and complete records and books of account
shall be kept or shall be caused to be kept by the Board of Directors or such representatives as it
may appoint in which shall be entered fully and accurately all transactions and other matters
relating to the Company’s business in such detail and completeness as is customary and usual for
businesses of the type engaged in by the Company. The books and records shall at all times be
maintained at the principal executive office of the Company.
10.2 Choice of Law. This Agreement, and the application of interpretation hereof,
shall be governed exclusively by its terms and by the laws of the State of Georgia, and
specifically the Act.
10.3 Amendments. This Agreement may not be amended except by the written agreement of
both the Company and the Member. Notwithstanding the foregoing, Section 3.1.8 shall not be amended
without written approval of Tranche Holdings, LLC or its designee.
10.4 Severability. If any provision of this Agreement or the application thereof to
any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder
of this Agreement and the application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law.
10.5 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions
and agreements herein contained shall be binding upon and inure to the benefit of the parties
hereto and, to the extent permitted by this Agreement, their respective heirs, legal
representatives, successors and assigns.
10.6 No Third Party Beneficiary. None of the provisions of this Agreement shall be
for the benefit of, or enforceable by any person or entity other than the parties hereto, except
for Tranche Holdings, LLC which shall be a third party beneficiary of this Agreement with respect
to its rights in Sections 3.1.8 and 10.3.
10.7 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGE(S)
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IN WITNESS WHEREOF, this Agreement has been executed as of the date the Company was formed
freely and voluntarily made by the Member after full and complete consideration of all relevant
facts at hand.
| COMPANY: ATHENS NEWSPAPERS, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Xxxxx X. Xxxxxxxx | ||||
| As its: Senior Vice President — Finance | ||||
| MEMBER: XXXXXX PUBLISHING GROUP, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Xxxxx X. Xxxxxxxx | ||||
| As its: Senior Vice President — Finance | ||||
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Exhibit “A”
Certificate of Organization
Certificate of Organization
12
Secretary of State
Corporations Division
000 Xxxx Xxxxx
#0 Xxxxxx Xxxxxx Xxxx, Xx. Xx.
Xxxxxxx, Xxxxxxx 00000-0000
Corporations Division
000 Xxxx Xxxxx
#0 Xxxxxx Xxxxxx Xxxx, Xx. Xx.
Xxxxxxx, Xxxxxxx 00000-0000
CONTROL NUMBER
|
: | 0143440 | ||
EFFECTIVE DATE
|
: | 09/27/2001 | ||
COUNTY
|
: | GEORGIA | ||
REFERENCE
|
: | 0045 | ||
PRINT DATE
|
: | 09/27/2001 | ||
ELECTED CONTROL
|
: | H100149 | ||
FORM NUMBER
|
: | 357 |
CT CORPORATION SYSTEM
XXXX XXXXXX
0000 XXXXXXXXX XX, XX
XXXXXXX, XX 00000
XXXX XXXXXX
0000 XXXXXXXXX XX, XX
XXXXXXX, XX 00000
CERTIFICATE OF ORGANIZATION BY ELECTION
I, Xxxxx
Xxx, the Secretary of State of the State of Georgia, do hereby certify under the
seal of my office that
ATHENS NEWSPAPERS, LLC
A GEORGIA LIMITED LIABILITY COMPANY
A GEORGIA LIMITED LIABILITY COMPANY
has been
duly organized under the laws of the State of Georgia
on the effective date stated above by the filing of a certificate
of election and articles of organization in the Office of the Secretary of State and
by the paying of fees as provided by Title 14 of the Official Code of Georgia
Annotated.
WITNESS my hand and official seal in the City of Atlanta and the
State of Georgia on the date set forth above.
|
 Xxxxx Xxx Secretary of State |
CERTIFICATE OF ELECTION
OF ATHENS NEWSPAPERS, INC.
(a Georgia corporation)
(a Georgia corporation)
TO BECOME A
LIMITED LIABILITY COMPANY
NAMED “ATHENS NEWSPAPERS, LLC”
ARTICLE I.
The name of the entity electing under Section 00-00-000 of the Georgia Limited Liability
Company Act (“Act”) to become a limited liability company is ATHENS NEWSPAPERS, INC.
(“Corporation”), a Georgia corporation.
ARTICLE II.
The Corporation hereby elects to become a limited liability company pursuant to Section
00-00-000 of the Act.
ARTICLE III.
This election shall become effective upon the filing of this certificate with the Secretary of
State for the State of Georgia.
ARTICLE IV.
This election has been approved by the sole shareholder of the Corporation in accordance with
O.C.G.A. §§ 00-00-000 and 14-2-1109.1.
ARTICLE V.
The sole member of the limited liability company being formed from the Corporation, pursuant
to this election, has entered into an operating agreement that is effective immediately upon the
effectiveness of this election, and such operating agreement provides for the basis and method of
converting the ownership interest as it existed in the Corporation prior to this election into the
respective membership interest of the member in the limited liability company being formed by this
election.
SIGNATURE ON FOLLOWING PAGE
EXECUTED AND EFFECTIVE as of the 26th day of September, 2001.
| By: | /s/ Will X. Xxxxxx XX | |||
| Will X. Xxxxxx XX, as President, Athens | ||||
| Newspapers, Inc. | ||||
ARTICLES OF ORGANIZATION
OF
ATHENS NEWSPAPERS, LLC
Article 1.
The name of the limited liability company is ATHENS NEWSPAPERS, LLC (hereinafter “Company”).
Article 2.
Management of the Company is vested in one or more managers elected in accordance with such
operating agreement agreed to by the members of the Company or the Georgia Limited Liability
Company Act.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization effective this
26th day of September, 2001.
| /s/ Will X. Xxxxxx XX | ||||
| Will X. Xxxxxx XX, Organizer, Athens | ||||
| Newspapers, LLC | ||||
Control Xx. 0000000
XXXXX XX XXXXXXX
Secretary of State
Corporations Division
315 West Tower
#2 Xxxxxx Xxxxxx Xxxx, Xx. Dr.
Atlanta, Georgia 30334-1530
Corporations Division
315 West Tower
#2 Xxxxxx Xxxxxx Xxxx, Xx. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
AMENDMENT
OF
AMENDMENT
I, Xxxxx X Xxxxxx, the Secretary of State and the Corporations Commissioner of the State of
Georgia, hereby certify under the seal of my office that
ATHENS NEWSPAPERS, LLC
a Domestic Limited Liability Company
a Domestic Limited Liability Company
has filed articles/certificate of amendment in the Office of the Secretary of State on
05/22/2009 and has paid the required fees as provided by Title 14 of the Official Code of
Georgia Annotated. Attached hereto is a true and correct copy of said articles/certificate of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on May 22, 2009
|
 Xxxxx X Xxxxxx Secretary of State |
AMENDMENT TO ARTICLES OF ORGANIZATION
OF
ATHENS NEWSPAPERS, LLC
(a Georgia limited liability company)
(a Georgia limited liability company)
ARTICLE I
The name of the limited liability company is “ATHENS NEWSPAPERS, LLC” (the “Company”).
ARTICLE II
The Company’s Articles of Organization were filed on September 27, 2001.
ARTICLE III
Article 2 of the Company’s Articles of Organization is hereby deleted in its entirety.
IN WITNESS WHEREOF, this Amendment to Articles of Organization has been executed by the
undersigned this 19th day of May, 2009.
| ATHENS NEWSPAPERS, LLC | ||||
| By: Xxxxxx Publishing Group, LLC | ||||
| As its: Sole Member | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx III | |||
| Xxxxxxx X. Xxxxxx III | ||||
| As its: Vice President | ||||
| ATHENS NEWSPAPERS, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx III | |||
| Xxxxxxx X. Xxxxxx III | ||||
| As its: Vice President | ||||
