**Exhibit 3.1(ii)**

 

**Amendedand Restated Bylaws**

 

**of**

 

**TribuneCompany**

 

**(aDelaware Corporation)**

 

**(Asamended and in effect as of February 12, 2008)**

 

 

ARTICLE I

 

Offices

 

Thecorporation may have offices at such places both within and without the Stateof Delaware as the board of directors may from time to time determine or thebusiness of the corporation may require.

 

ARTICLE II

 

Meetings of Stockholders

 

## Section 1.              All meetings of the stockholdersshall be held at such place, in or out of the state of Delaware, as may befixed from time to time by the board of directors and stated in the notice ofthe meeting or in a duly executed waiver of notice thereof.

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## Section 2.              Annual meetings of stockholdersshall be held at such date and time as shall be designated by the board ofdirectors and stated in the notice of the meeting or in a duly executed waiverof notice thereof, at which the stockholders shall elect by a plurality vote aboard of directors, and transact such other business as may properly be broughtbefore the meeting.  Unless otherwiseprovided in the certificate of incorporation, voting at all elections fordirectors need not be by ballot and shall not be cumulative.  If the election of directors shall not beheld on the day designated for any annual meeting, or at any adjournmentthereof, the board of directors shall cause the election to be held at aspecial meeting of the stockholders as soon thereafter as convenient.  At such meeting, the stockholders may electdirectors and transact other business with the same force and effect as at anannual meeting.

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## Section 3.              Written notice of the annualmeeting stating the place, date and hour of the meeting, the means of remotecommunications, if any, by which stockholders and proxy holders may be deemedto be present in person and vote at such meeting shall be given to eachstockholder entitled to vote at such meeting not less than ten (10) normore than sixty (60) days before the date of the meeting.

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## Section 4.              The officer who has charge of thestock ledger of the corporation shall prepare and make, at least ten (10) daysbefore every meeting of stockholders, a 

 

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## complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten (10) days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in thenotice of the meeting, or, if not so specified, at the place where the meetingis to be held.  The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

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## Section 5.              Special meetings of thestockholders, for any purpose or purposes, unless otherwise prescribed bystatute or by the certificate of incorporation, may be called by the chiefexecutive officer,****president orchairman, and shall be called by the president or secretary at the request inwriting of a majority of the board of directors, or at the request in writingof stockholders owning ten percent (10%) or more****of the entire capital stock of the corporation issued andoutstanding and entitled to vote.  Suchrequest shall state the purpose or purposes of the proposed meeting.

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## Section 6.              Written notice of a specialmeeting stating the place, date and hour of the meeting, the means of remotecommunications, if any, by which stockholders and proxy holders may be deemedto be present in person and vote at such meeting and the purpose or purposesfor which the meeting is called, shall be given not less than ten (10) normore than sixty (60) days before the date of the meeting, to each stockholderentitled to vote at such meeting.

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## Section 7.              Business transacted at any specialmeeting of stockholders shall be limited to the purposes stated in the notice.

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## Section 8.              The holders of a majority of thestock issued and outstanding and entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided bystatute or by the certificate of incorporation; provided that if aseparate class vote is required with respect to any matter, the holders of amajority of the outstanding shares of such class, present in person or byproxy, shall constitute a quorum of such class, and, except as otherwiseprovided by law or the certificate of incorporation, the affirmative vote of amajority of shares of such class so present shall be the act of suchclass.  If, however, such quorum shallnot be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or represented byproxy, shall have power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be presentor represented.  At such adjournedmeeting at which a quorum shall be present or represented any business may betransacted which might have been transacted at the meeting as originallynotified.  If the adjournment is for morethan thirty (30) days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

 

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## Section 9.              When a quorum is present at anymeeting, the vote of the holders of a majority of the stock having voting powerpresent in person or represented by proxy shall decide any question broughtbefore such meeting, unless the question is one upon which by express provisionof statute or of the certificate of incorporation a different vote is required,in which case such express provision shall govern and control the decision ofsuch question.

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## Section 10.            Each stockholder shall, at everymeeting of the stockholders, be entitled to one vote in person or by proxy foreach share of the capital stock having voting power held by such stockholder,but no proxy shall be voted on after three years from its date, unless theproxy provides for a longer period.

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## Section 11.            Any action required to be taken atany annual or special meeting of stockholders of the corporation, or any actionwhich may be taken at any annual or special meeting of such stockholders, maybe taken without a meeting, without prior notice and without a vote, if aconsent in writing, setting forth the action so taken, shall be signed by theholders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.

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## Section 12.            Inspectors.  At any meeting of the stockholders, the boardof directors may, or upon the request of any one or more stockholders orproxies holding or representing not less than 10 percent of the outstandingshares shall, appoint one or more persons as inspectors for such meeting.  Such inspectors shall ascertain and reportthe number of shares represented at the meeting, based upon their determinationof the validity and effect of proxies, count all votes and report the results,and do all such other acts as are proper to conduct the election and votingwith impartiality and fairness.  Eachreport of an inspector shall be in writing and signed by the inspector or by amajority of them if there be more than one inspector acting at suchmeeting.  If there is more than oneinspector, the report of a majority shall be the report of the inspectors.  The report of the inspector or inspectors onthe number of shares represented at the meeting and the results of the votingshall be prima facie evidence thereof.

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ARTICLE III

 

Directors

 

## Section 1.              The number of directors whichshall constitute the whole board shall consist of nine directors.  Subject to the last sentence of thisparagraph, the following qualifications for directors shall apply:  two (2) directors shall be personsdesignated by EGI-TRB, L.L.C. (“EGI-TRB”) pursuant tothat certain Investor Rights Agreement, dated as of April 1, 2007, by andamong Tribune Company, EGI-TRB, L.L.C. and GreatBanc Trust Company, solely astrustee of the Tribune Employee Stock 

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## Ownership Trust which forms a part of theTribune Employee Stock Ownership Plan (such directors referred to as the “EGI-TRBDesignees”); five (5) directors shall be “Independent Directors” assuch term is defined below; one (1) director shall be the chief executiveofficer of the corporation for so long as such person serves in such capacity;and, subject to the immediately following sentence, one (1) director shallbe without qualification. Notwithstanding the foregoing, the two (2) EGI-TRB Designees shallbecome directors without qualification when EGI-TRB and its permittedtransferees no longer hold of record and/or beneficially own an aggregate of atleast ten percent (10%) of the outstanding shares of common stock, par value$0.01 per share, of the corporation (including shares underlying that certainWarrant initially issued to EGI-TRB by the corporation pursuant to that certainSecurities Purchase Agreement, dated as of April 1, 2007, by and amongTribune Company, EGI-TRB and Samuel Zell) on a fully diluted basis.  Not more than two (2) of the directorsother than the director serving as the chief executive officer of thecorporation shall be Affiliates of EGI-TRB, and not more than two (2) directorsshall be officers or employees of the corporation, it being understood that forthese purposes the chairman of the board of directors shall not be deemed to bean officer or employee of the corporation.

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Forpurposes hereof, the term “Independent Director” shall mean a directorthat has no material relationship with the corporation directly or as apartner, shareholder or officer of an organization that has a relationship withthe corporation as determined under the director independence standards of theNew York Stock Exchange, as amended from time to time.  For purposes hereof, the term “Affiliate”shall mean, with respect to a person, another person who, directly orindirectly, controls, is controlled by or is under common control with suchperson, including, without limitation, any general partner, officer, director,or manager of such person; provided that no entity for whom the trustee of thecorporation’s employee stock ownership trust which forms part of thecorporation’s employee stock ownership plan serves as a trustee shall be deemedto be an Affiliate of such trustee.

 

## Section 2.              The directors shall be elected atthe annual meeting of the stockholders, and each initial director shall beelected to serve until the next annual meeting of stockholders, until thedirector’s successor is elected and qualified or until the director’s earlierresignation or removal.  From and afterthe third annual meeting of the stockholders following the Merger (as such termis defined in that certain Agreement and Plan of Merger, dated as of April 1,2007, by and among GreatBanc Trust Company, solely as trustee of the TribuneEmployee Stock Ownership Trust which forms a part of the Tribune Employee StockOwnership Plan, Tribune Company and EGI-TRB), the board shall be divided intothree classes, with each class consisting of three directors, or as nearlyequal in number as the then total number of directors constituting the entireboard permits, to serve for staggered three-year terms.  The initial term of office of the first classshall expire at the fourth annual meeting of the stockholders following theMerger.  The initial term of office ofthe second class shall expire at the fifth annual meeting of the stockholdersfollowing the Merger.  The initial termof office of the third class shall expire at the sixth annual meeting of thestockholders following the Merger.  Thedirectors elected at an annual meeting of stockholders to succeed those whoseterms 

 

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## then expire shall beidentified as being directors of the same class as the directors whom theysucceed, and each of them shall hold office until the third succeeding annualmeeting of the stockholders and until such director’s successor shall have beenelected and qualified.  Directors neednot be stockholders.

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## Section 3.              Vacancies and newly createddirectorships resulting from any increase in the authorized number of directorsmay be filled by a majority of the directors then in office, though less than aquorum, or by the sole remaining director, or by the affirmative vote of amajority of stockholders then entitled to vote thereon, and each director sochosen shall hold office in accordance with Section 1 of thisArticle.  If there are no directors inoffice, then an election of directors may be held in the manner provided bystatute.

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## Section 4.              At any duly called and heldspecial meeting of the stockholders, any director or directors may, by theaffirmative vote of the holders of a majority of all the shares of stockoutstanding and entitled to vote in an election of directors, be removed fromoffice for cause; provided, however, that, if the stockholders of thecorporation are entitled under the provisions of the certificate of incorporationto exercise cumulative voting rights in the election of directors, then noremoval shall be effective if the holders of that proportion of the shares ofstock outstanding and entitled to vote for an election of directors as couldelect to the full board as then provided by these bylaws the director ordirectors sought to be removed shall vote against removal.  The successor or successors to any directoror directors so removed may be elected by the stockholders at the meeting atwhich removal was effectuated.  Theremaining directors may, to the extent vacancies are not filled by election bythe stockholders, fill any vacancy or vacancies created by the removal.

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## Section 5.              The business of the corporationshall be managed by or under the direction of the board of directors which mayexercise all such powers of the corporation and do all such lawful acts as arenot by statute or by the certificate of incorporation or by these bylawsdirected or required to be exercised or done by the stockholders.

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## Section 6.              The corporation shall havestanding Audit and Compensation Committees of the board, each composed of threemembers, in each case, with such rights, duties and obligations as arecustomarily possessed by such committees at similarly situated companies.  Each of the Audit and Compensation Committeeswill have at least two Independent Directors as members.  At least one member of each of the AuditCommittee and Compensation Committee shall be an EGI-TRB Designee.  The board may, in its discretion, by the affirmativevote of a majority of the whole board, designate one or more additionalcommittees, each committee to consist of one or more of the directors.  The board may designate one or more directorsas alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee.  At all committee meetings, a majority of thetotal number of members shall constitute a quorum for the transaction ofbusiness and the act of a majority of the members present at any meeting atwhich there is a quorum shall be the act of such committee.  In the absence or disqualification of anymember of a committee, the 

 

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## member or members thereofpresent at any meeting and not disqualified from voting, whether he or theyconstitute a quorum, may unanimously appoint another member of the board to actat the meeting in the place of the absent or disqualified member provided suchmember meets the qualification requirements set forth herein.  Except as otherwise provided by law or thesebylaws, any committee, to the extent provided by resolution of the board, shallhave and may exercise all the powers and authority of the board.  No committee shall have or exercise thepowers and authority of the board with respect to filling vacancies among thedirectors or in any committee of the directors, amending the certificate ofincorporation, adopting an agreement of merger or consolidation, recommendingto the stockholders the sale, lease, or exchange of all or substantially all ofthe corporation’s property and assets, recommending to the stockholders adissolution of the corporation or a revocation of a dissolution, amending thebylaws, or, unless the resolution of the board expressly so provides, declaringa dividend or authorizing the issuance of stock.  A majority of the members of a committee maydetermine its action and fix the time and place of its meetings, unless theboard shall otherwise provide.  The boardshall have the power at any time to fill vacancies in, to change the membershipof, or to discharge any committee.

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ARTICLE IV

 

Meetings of the Board of Directors

 

## Section 1.              Theboard of directors of the corporation may hold meetings, both regular andspecial, either within or without the State of Delaware.

 

## Section 2.              The first meeting of each newlyelected board of directors shall be held at such time and place as shall befixed by the vote of the stockholders at the annual meeting and no notice ofsuch meeting shall be necessary to the newly elected directors in order legallyto constitute the meeting, provided a quorum shall be present.  In the event of the failure of thestockholders to fix the time or place of such first meeting of the newly electedboard of directors, or in the event such meeting is not held at the time andplace so fixed by the stockholders, the meeting may be held at such time andplace as shall be specified in a notice given as hereinafter provided forspecial meetings of the board of directors, or as shall be specified in awritten waiver of notice signed by all of the directors.

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## Section 3.              Regular meetings of the board ofdirectors may be held without notice at such time and at such place as shallfrom time to time be determined by the board, and no notice need be given as toany regular meeting.

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## Section 4.              Special meetings of the board maybe called by the chairman, president or chief executive officer****on two (2) days’ notice to eachdirector, either personally or by mail or by telegram; special meetings shallbe called by the chairman, president****orchief executive officer in like manner and on like notice on the writtenrequest of two or more directors. Meetings may be held at any time without notice if all 

 

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## the directors are present orif, at any time before or after the meeting, those not present waive notice ofthe meeting in writing.

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## Section 5.              At all meetings of the board amajority of the total number of directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present atany meeting at which there is a quorum shall be the act of the board ofdirectors, except as may be otherwise specifically provided by statute or bythe certificate of incorporation.  If aquorum shall not be present at any meeting of the board of directors thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

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## Section 6.              Unless otherwise restricted by thecertificate of incorporation or these bylaws, any action required or permittedto be taken at any meeting of the board of directors or of any committeethereof may be taken without a meeting, if all members of the board or committee,as the case may be, consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the board or committee.

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## Section 7.              The directors may be paid theirexpenses, if any, of attendance at each meeting of the board of directors andmay be paid a fixed sum for attendance at each meeting of the board ofdirectors or a stated salary as director. No such payment shall preclude any director from serving the corporationin any other capacity and receiving compensation therefor.  Members of special or standing committees maybe allowed like compensation for attending committee meetings.

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## Section 8.              Unless otherwise restricted by thecertificate of incorporation, members of the board of directors or of anycommittee designated by the board may participate in a meeting of the board orany such committee by means of conference telephone or similar communicationsequipment whereby all persons participating in the meeting can hear eachother.  Participation in any meeting bysuch means shall constitute presence in person at such meeting.

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## Section 9.              A director who is present at ameeting of the board at which action on any corporate matter is taken shall beconclusively presumed to have assented to the action taken unless his dissent shallbe entered in the minutes of the meeting or unless he shall file his writtendissent to the action with the person acting as the secretary of the meetingbefore the adjournment thereof or shall forward his written dissent byregistered mail to the secretary immediately after the adjournment of themeeting.  The right to dissent shall notapply to a director who voted in favor of the action.

 

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ARTICLE V

 

Notices

 

## Section 1.              Whenever, under the provisions ofthe statutes or of the certificate of incorporation or of these bylaws, noticeis required to be given to any director or stockholder, it shall not beconstrued to mean personal notice, but such notice may be given in writing, bymail, addressed to such director or stockholder, at his address as it appearson the records of the corporation, with postage thereon prepaid, and suchnotice shall be deemed to be given at the time when the same shall be depositedin the United States mail.  Notice todirectors may also be given by telegram, facsimile or by electronictransmission.

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## Section 2.              Whenever any notice is required tobe given under the provisions of the statutes or of the certificate ofincorporation or of these bylaws, a waiver thereof in writing, signed by theperson or persons entitled to said notice, whether before or after the timestated therein, shall be deemed equivalent thereto.  Attendance by a director or stockholder at ameeting shall constitute a waiver of notice of such meeting except when thedirector attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business on the ground thatthe meeting has not been lawfully called or convened.

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ARTICLE VI

 

Officers

 

## Section 1.              The officers of the corporationshall be chosen by the board of directors and shall be a president, secretaryand treasurer.  The board of directorsmay elect a chairman of the board, chief executive officer, a chief operatingofficer, a chief financial officer, one or more vice presidents and one or moreassistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless thecertificate of incorporation or these bylaws otherwise provide.

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## Section 2.              The board of directors at itsfirst meeting and after each annual meeting of stockholders shall choose apresident, a secretary and a treasurer and shall choose a chairman of theboard.

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## Section 3.              The board of directors may appointsuch other officers and agents as it shall deem necessary who shall hold theiroffices for such terms and shall exercise such powers and perform such dutiesas shall be determined from time to time by the board.

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## Section 4.              The officers of the corporationshall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the boardof 

 

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## directors may be removed atany time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of thecorporation may be filled by the board of directors.

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## Section 5.              The Chairman of the Board.  The chairman of the board, if there be achairman, shall preside at all meetings of the stockholders, of the board ofdirectors and of the executive committee, if any, and he shall have such otherpowers and duties as the board of directors may from time to timeprescribe.  He may execute contracts inthe name of the corporation.  He maysign, with the secretary, assistant secretary, treasurer or assistanttreasurer, certificates for shares of the corporation, and may sign anypolicies, deeds, mortgages, bonds, contracts, or other instruments which theboard of directors have authorized to be executed except in cases where thesigning and execution thereof shall be expressly delegated by the board ofdirectors or by these bylaws to some other officer or agent of the corporation,or shall be required by law to be otherwise signed or executed.

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## Section 6.              The Chief Executive Officer.  The chief executive officer of thecorporation shall have the general direction of the affairs of the corporationexcept as otherwise prescribed by the board of directors.  In the absence of the chairman of the board,he shall preside at all meetings of the stockholders, of the board of directorsand of the executive committee, if any, and shall designate the actingsecretary for such meetings to take the minutes thereof for delivery to thesecretary.  He may sign, with thesecretary, assistant secretary, treasurer or assistant treasurer, certificatesfor shares of the corporation, and may sign any policies, deeds, mortgages,bonds, contracts, or other instruments which the board of directors haveauthorized to be executed except in cases where the signing and executionthereof shall be expressly delegated by the board of directors or by thesebylaws to some other officer or agent of the corporation, or shall be requiredby law to be otherwise signed or executed, appoint and discharge agents andemployees of the corporation, and in general, shall perform all duties incidentto the office of chief executive officer.

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## Section 7.              The President.   The president along with the chief executiveofficer of the corporation shall have the general direction of the affairs ofthe corporation except as otherwise prescribed by the board of directors.  He may sign, with the secretary, assistantsecretary, treasurer or assistant treasurer, certificates for shares of thecorporation, and may sign any policies, deeds, mortgages, bonds, contracts, orother instruments which the board of directors have authorized to be executedexcept in cases where the signing and execution thereof shall be expresslydelegated by the board of directors or by these bylaws to some other officer oragent of the corporation, or shall be required by law to be otherwise signed orexecuted, appoint and discharge agents and employees of the corporation, and ingeneral, shall perform all duties incident to the office of president.  In the absence of the chief executive officeror in the event of his inability or refusal to act, the president, if there beany, shall perform the duties of the chief executive officer, and when soacting, shall have all the powers of and be subject to all the restrictionsupon the chief executive officer.

 

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## Section 8.              The Vice-Presidents.  In the absence of the chief executive officeror president in the event of his inability or refusal to act, thevice-president, if there be any, (or in the event there be more than onevice-president, the vice-presidents in the order designated, or in the absenceof any designation, then in the order of their election) shall perform theduties of the chief executive officer or president, and when so acting, shallhave all the powers of and be subject to all the restrictions upon the chiefexecutive officer or president.  Thevice-presidents shall perform such other duties and have such other powers asthe board of directors may from time to time prescribe.

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## Section 9.              The Secretary.  The secretary shall attend all meetings ofthe board of directors and all meetings of the stockholders and record all theproceedings of the meetings of the corporation and of the board of directors ina book to be kept for that purpose and shall perform like duties for thestanding committees when required.  Heshall give, or cause to be given, notice of all meetings of the stockholdersand special meetings of the board of directors, and shall perform such otherduties as may be prescribed by the board of directors or president, under whosesupervision he shall be.  He shall havecustody of the corporate seal of the corporation and he, or an assistantsecretary, shall have authority to affix the same to any instrument requiringit and when so affixed, it may be attested by his signature or by the signatureof such assistant secretary.  The boardof directors may give general authority to any other officer to affix the sealof the corporation and to attest the affixing by his signature.

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## Section 10.            The Assistant Secretary.  The assistant secretary, or if there be morethan one, the assistant secretaries in the order determined by the board ofdirectors (or if there be no such determination, then in the order of theirelection) shall, in the absence of the secretary or in the event of hisinability or refusal to act, perform the duties and exercise the powers of thesecretary and shall perform such other duties and have such other powers as theboard of directors may from time to time prescribe.

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## Section 11.            The Treasurer.  The treasurer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit ofthe corporation in such depositories as may be designated in accordance with Section 1of Article VIII below.

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Heshall disburse the funds of the corporation as may be ordered by the board ofdirectors, taking proper vouchers for such disbursements, and shall render tothe president and the board of directors, at its regular meetings, or when theboard of directors so requires, an account of all his transactions as treasurerand of the financial condition of the corporation.

 

Ifrequired by the board of directors, he shall give the corporation a bond (whichshall be renewed every six (6) years) in such sum and with such surety orsureties as shall be satisfactory to the board of directors for the faithfulperformance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other 

 

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property of whatever kind in his possession or under his controlbelonging to the corporation.

 

## Section 12.            The Assistant Treasurer.  The assistant treasurer, or if there shall bemore than one, the assistant treasurers in the order determined by the board ofdirectors (or if there be no such determination, then in the order of theirelection), shall, in the absence of the treasurer or in the event of hisinability or refusal to act, perform the duties and exercise the powers of thetreasurer and shall perform such other duties and have such other powers as theboard of directors may from time to time prescribe.

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ARTICLE VII

 

Certificates of Stock

 

## Section 1.              Every holder of stock in thecorporation shall be entitled to have a certificate, signed by, or in the nameof the corporation by the chief executive officer or president or a vicepresident and the treasurer or an assistant treasurer, or the secretary or anassistant secretary of the corporation, certifying the number of shares ownedby him in the corporation.  In case anysuch officer who has signed, or whose facsimile signature has been placed upon,a stock certificate shall have ceased to be such before such certificate isissued, it may be issued with the same effect as if such officer had not ceasedto be such at the time of its issuance.

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Ifthe corporation shall be authorized to issue more than one class of stock ormore than one series of any class, the designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate which the corporation shall issue to represent suchclass or series of stock, provided that, except as otherwise provided in Section 202of the General Corporation Law of Delaware, in lieu of the foregoingrequirements, there may be set forth on the face or back of the certificatewhich the corporation shall issue to represent such class or series of stock, astatement that the corporation will furnish without charge to each stockholderwho so requests the designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof andthe qualifications, limitations or restrictions of such preferences and/orrights.

 

## Section 2.              Where a certificate iscountersigned (i) by a transfer agent other than the corporation or itsemployee, or (ii) by a registrar other than the corporation or itsemployee, any of or all the signatures of the officers of the corporation maybe a facsimile.  In case any officer whohas signed or whose facsimile signature has been placed upon a certificate shallhave ceased to be an officer before such certificate is issued, it may beissued by the corporation with the same effect as if he were such officer atthe date of issue.

 

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## Section 3.              Lost Certificates.  The board of directors may direct a newcertificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the corporation alleged to have been lost,stolen or destroyed, upon the making of an affidavit of the fact by the personclaiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a newcertificate or certificates, the board of directors may, in its discretion andas a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/orto give the corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the corporation with respect to thecertificate alleged to have been lost, stolen or destroyed.

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## Section 4.              Transfers of Stock.  Upon surrender to the corporation or thetransfer agent of the corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignation or authority totransfer, it shall be the duty of the corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate and record thetransaction upon its books.

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## Section 5.              Fixing Record Date.  In order that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the board of directors may fix,in advance, a record date, which shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting, nor more than sixty(60) days prior to any other action.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided,however, that the board of directors may fix a new record date for theadjourned meeting.

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## Section 6.              Failure to Fix Record Date.  If no record date is fixed in accordance withSection 5 of this Article VII:

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### (a)           The record date for determining stockholders entitled tonotice or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given or if thenotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.

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### (b)           The record date for determining stockholders entitled toexpress consent to corporate action in writing without a meeting, when no prioraction by the board is required by law, shall be the first date on which asigned written consent setting forth the action taken or proposed to be takenis delivered to the corporation by delivery to the place where the proceedingsof the corporation are recorded and the custodian of such proceedings.  When prior action by the board is required bylaw, the record date shall be at the close of business on the day on which theboard adopts the resolution taking such prior action.

 

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### (c)           The record date for determining stockholders for any otherpurpose shall be at the close of business on the day on which the board adoptsthe resolution relating thereto.

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## Section 7.              Registered Stockholders.  The corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby the laws of Delaware.

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ARTICLE VIII

 

Miscellaneous

 

## Section 1.              Bank Deposits and CheckAuthorization.  The funds of thecorporation shall be deposited to its credit in such banks, trust companies orother financial institutions as may be determined from time to time by thechairman or president or any executive vice president and the secretary of thecorporation, evidenced by joint written action. By such joint written action, filed with the minutes of the board ofdirectors, the chairman or president or any executive vice president together withthe secretary may authorize (a) the opening of one or more depositaccounts at any such institution and (b) the designation of, or a changein the designation of, the officers or employees upon whose signature checksmay be written or funds withdrawn on any corporation account at any suchinstitution, provided that the signature of one person other than the chairman,president or any executive vice president and secretary shall be requiredtherefor.  By the adoption of this Section 1of Article VIII of these bylaws, the board of directors adopts the form ofany resolution or resolutions requested by or acceptable to any financialinstitution in connection with the foregoing actions, provided that thesecretary of the corporation (x) believes that the adoption of suchresolution or resolutions is necessary or advisable and (y) files suchresolution or resolutions with the minutes of the board of directors.

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## Section 2.              Fiscal Year.  The fiscal year of the corporation shall beas determined by the board of directors. In the absence of such determination, the fiscal year shall begin on thefirst Monday after the last Sunday in December each year and end on thelast Sunday in the following December.

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Section 3.              Corporate Seal.  The board of directors may provide a suitableseal, including duplicates thereof, containing the name of the corporation.

 

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ARTICLE IX

 

Amendments

 

Thesebylaws may be amended, altered, or repealed and new bylaws adopted by theaffirmative vote of the holders of at least 67% of the voting power of theshares entitled to vote, or at any meeting of the board of directors by amajority vote if the certificate of incorporation shall confer such power toadopt, amend, alter, or repeal the bylaws upon the directors.  The fact that the power to adopt, amend,alter, or repeal the bylaws has been conferred upon the board of directorsshall not divest the stockholders of the same powers.

 

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