**Exhibit3.20**

 

**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**THE DINGLEY PRESS, INC.**

 

**ARTICLE I**

 

**STOCKHOLDERS**

 

## **1.1          Meetings.**

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### **1.1.1       Place**.Meetings of the stockholders shall be held at such place as may be designatedby the board of directors.

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### **1.1.2       AnnualMeeting**. An annual meeting of the stockholders for theelection of directors and for other business shall be held on such date and atsuch time as may be fixed by the board of directors.

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### **1.1.3       SpecialMeetings**. Special meetings of the stockholders may becalled at any time by the president, or the board of directors, or the holdersof a majority of the outstanding shares of stock of the Company entitled tovote at the meeting.

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### **1.1.4       Quorum**.The presence, in person or by proxy, of the holders of a majority of the outstandingshares of stock of the Company entitled to vote on a particular matter shallconstitute a quorum for the purpose of considering such matter.

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### **1.1.5       VotingRights**. Except as otherwise provided herein, in thecertificate of incorporation or by law, every stockholder shall have the rightat every meeting of stockholders to one vote for every share standing in thename of such stockholder on the books of the Company which is entitled to voteat such meeting. Every stockholder may vote either in person or by proxy.

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**ARTICLE II**

 

**DIRECTORS**

 

## **2.1          Number and Term.**The board of directors shall have authority to (i)determine the number of directors to constitute the board and (ii) fix theterms of office of the directors.

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## **2.2          Meetings.**

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### **2.2.1       Place**.Meetings of the board of directors shall be held at such place as may bedesignated by the board or in the notice of the meeting.

 

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### **2.2.2       RegularMeetings**. Regular meetings of the board of directorsshall be held at such times as the board may designate. Notice of regularmeetings need not be given.

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### **2.2.3       SpecialMeetings**. Special meetings of the board may be called bydirection of the president or any two members of the board on three days’notice to each director, either personally or by mail, telegram or facsimiletransmission.

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### **2.2.4       Quorum**.A majority of all the directors in office shall constitute a quorum for thetransaction of business at any meeting.

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### **2.2.5       Voting**.Except as otherwise provided herein, in the certificate of incorporation or bylaw, the vote of a  majority of thedirectors present at any meeting at which a quorum is present shall constitutethe act of the board of directors.

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### **2.2.6       Committees**.The board of directors may, by resolution adopted by a majority of the wholeboard, designate one or more committees, each committee to consist of one ormore directors and such alternate members (also directors) as may be designatedby the board. Unless otherwise provided herein, in the absence ordisqualification of any member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not suchmember or members constitute a quorum, may unanimously appoint another directorto act at the meeting in the place of any such absent or disqualified member. Exceptas otherwise provided herein, in the certificate of incorporation or by law,any such committee shall have and may exercise the powers of the full board ofdirectors to the extent provided in the resolution of the board directing thecommittee.

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**ARTICLE III**

 

**OFFICERS**

 

## **3.1          Election.**At its first meeting after each annual meeting ofthe stockholders, the board of directors shall elect a president, treasurer,secretary and such other officers as it deems advisable including a chairman.

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## **3.2          Authority, Duties and Compensation.**The officers shall have suchauthority, perform such duties and serve for such compensation as may bedetermined by resolution of the board of directors. Except as otherwiseprovided by board resolution, (i) the president shall be the chiefexecutive officer of the Company, shall have general supervision over thebusiness and operations of the Company, may perform any act and execute anyinstrument for the conduct of such business and operations and shall preside atall meetings of the board and stockholders, (ii) the chairman, if applicable,shall have the duties determined by the board but shall not be a member thereofdue to his/her position as chairman, (iii) the other officers shall havethe duties customarily related to their respective offices, and (iv) any vicepresident, or vice presidents in

 

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## **the order determined by the board,shall in the absence of the president have the authority and perform the dutiesof the president.**

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**ARTICLE IV**

 

**INDEMNIFICATION**

 

## **4.1          Right to Indemnification.**The Company shall indemnify any person who was or isparty or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (a “proceeding”), by reason of the fact that such person is orwas a director or officer of the Company or a constituent corporation absorbedin a consolidation or merger, or is or was serving at the request of theCompany or a constituent corporation absorbed in a consolidation or merger, asa director or officer of another corporation, partnership, joint venture, trustor other enterprise, or is or was a director or officer of the Company servingat its request as an administrator, trustee or other fiduciary of one or moreof the employee benefit plans of the Company or other enterprise, againstexpenses (including attorneys’ fees), liability and loss actually andreasonably incurred or suffered by such person in connection with suchproceeding, whether or not the indemnified liability arises or arose from anythreatened, pending or completed proceeding by or in the right of the Company,except to the extent that such indemnification is prohibited by applicable law.

 

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## **4.2          Advance of Expenses.**Expenses incurred by a director or officer of theCompany in defending a proceeding shall be paid by the Company in advance ofthe final disposition of such proceeding subject to the provisions of anyapplicable statute.

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## **4.3          Procedure for DeterminingPermissibility.**Todetermine whether any indemnification or advance of expenses under this ArticleIV is permissible, the board of directors by a majority vote of a quorumconsisting of directors not parties to such proceeding may, and on request ofany person seeking indemnification or advance of expenses shall be required to,determine in each case whether the applicable standards in any applicablestatute have been met, or such determination shall be made by independent legalcounsel if such quorum is not obtainable, or, even if obtainable, a majorityvote of a quorum of disinterested directors so directs, provided that, if therehas been a change in control of the Company between the time of the action orfailure to act giving rise to the claim for indemnification or advance ofexpenses and the time such claim is made, at the option of the person seekingindemnification or advance of expenses, the permissibility of indemnificationor advance of expenses shall be determined by independent legal counsel. Thereasonable expenses of any director or officer in prosecuting a successfulclaim for indemnification, and the fees and expenses of any special legalcounsel engaged to determine permissibility of indemnification or advance ofexpenses, shall be borne by the Company.

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## **4.4          Contractual Obligation.**The obligations of the Company to indemnify adirector or officer under this Article IV, including the duty to advanceexpenses, shall be considered a contract between the Company and such directoror officer, and no modification or repeal of any provision of this Article IVshall affect, to the detriment of the director or officer, such obligations ofthe Company in connection with a claim based on any act or failure to actoccurring before such modification or repeal.

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## **4.5          Indemnification Not Exclusive;Inuring of Benefit.**Theindemnification and advance of expenses provided by this Article IV shall notbe deemed exclusive of any other right to which one indemnified may be entitledunder any statute, provision of the Certificate of Incorporation, these bylaws,agreement, vote of stockholders or disinterested directors or otherwise, bothas to action in such person’s official capacity and as to action in anothercapacity while holding such office, and shall inure to the benefit of theheirs, executors and administrators of any such person.

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## **4.6          Insurance and Other Indemnification.**The board of directors shallhave the power to (i) authorize the Company to purchase and maintain, at theCompany’s expense, insurance on behalf of the Company and on behalf of othersto the extent that power to do so has not been prohibited by statute,(ii) create any fund of any nature, whether or not under the control of atrustee, or otherwise secure any of its indemnification obligations, and (iii)give other indemnification to the extent permitted by statute.

 

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## **ARTICLEV**

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**TRANSFER OF SHARE CERTIFICATES**

 

Transfersof share certificates and the shares represented thereby shall be made on thebooks of the Company only by the registered holder or by duly authorizedattorney. Transfers shall be made only on surrender of the share certificate orcertificates.

 

**ARTICLE VI**

 

**AMENDMENTS**

 

Thesebylaws may be amended or repealed at any regular or special meeting of theboard of directors by vote of a majority of all directors in office or at anyannual or special meeting of stockholders by vote of holders of a majority ofthe outstanding stock entitled to vote. Notice of any such annual or specialmeeting of stockholders shall set forth the proposed change or a summarythereof.

 

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