**Exhibit 3.1**

**AMENDED AND RESTATED**

**BY-LAWS**

**AMERICAN MEDIA OPERATIONS, INC.**

ARTICLE I 

MEETINGS OF STOCKHOLDERS 

Section1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. 

Section 2. Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in thenotice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the Chief Executive Officer for any purpose and shall be called bythe Chief Executive Officer or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposedmeeting. 

Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting ofstockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder. 

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’sissued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall havepower to adjourn the meeting from time to time until a quorum is present. 

Section 5. Voting. Except as otherwise provided by law,all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock. 

ARTICLE II 

DIRECTORS 

Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall not be less thanone or more than fifteen. The first Board of Directors shall consist of one Director. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or the stockholders. The Directors shall beelected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by the Directors or by the stockholders. A Director may be removed with or without causeby the stockholders. 

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times andplaces as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors, if any, or the ChiefExecutive Officer, and shall be called by the Secretary on the written request of any three Directors, on at least two days’ notice to each Director. A meeting of the Board of Directors may be held without notice, if all the directors arepresent or if those not present waive notice of the meeting. 

Section 3. Quorum. Reference is made to the Fifth Amended and RestatedLimited Liability Company Agreement and Investors Rights Agreement of EMP Group L.L.C., dated as of April 17, 2003 (the “LLC Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to themin the LLC Agreement. Prior to the earlier of the date of the consummation of an IPO or a Distribution Event, a majority of each of (i) the entire Board of Directors, (ii) the Evercore Designees to the Board of Directors and (iii) theT.H. Lee Designees to the Board of Directors shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the Directorspresent may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these By-Laws, anyaction of the Board of Directors, prior to the earlier of the date of the consummation of an IPO or a Distribution Event, shall require the consent or vote of a majority of each of the following: (i) the entire Board of Directors, (ii) theEvercore Designees to the Board of Directors and (iii) the T.H. Lee Designees to the Board of Directors. 

Section 4.Committees. The Board of Directors may designate one or more committees to have and exercise such power and authority as the Board of Directors shall specify. The Board of Directors shall establish and shall maintain an Executive Committee,which shall consist of three members of the Board of Directors, one of whom shall be the Chief Executive Officer of the Corporation, one of whom shall be a member of the Board of Directors selected by the Evercore Members and one of whom shall be amember of the Board of Directors selected by the THL Members. The Executive Committee shall have the power to act upon such matters as set forth in the LLC Agreement. An action or decision of the Executive Committee shall require the consent or voteof all three members of the Executive Committee and a quorum of such Executive Committee shall consist of all three members of such Executive Committee. Meetings of the Executive Committee may be held at such place or places as such committee mayunanimously determine and may be held with or without notice to such committee’s members. Any member of the Executive Committee may participate in a meeting through the use of a conference telephone, video conference or similar communicationequipment so long as all members participating in such meeting can hear one another. Any action required or permitted to be taken by the Executive Committee may be taken without a meeting and have the same force and effect as if taken by a vote ofthe Executive Committee at a meeting properly called, if authorized by a writing signed individually or collectively by all, but not less than all, the members of the Executive Committee. Such consent shall be filed with the records of the ExecutiveCommittee. 

 

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ARTICLE III 

OFFICERS 

The officers of the Corporation shall consist of a Chief Executive Officer, a Vice President, aSecretary, a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. The Board of Directors may also elect aChairman of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. Theauthority, duties or responsibilities of any officer of the Corporation may be suspended by the Chief Executive Officer with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors withor without cause. 

ARTICLE IV 

INDEMNIFICATION 

Section 1. Indemnity Undertaking. To the fullest extent permitted by law (including, without limitation,Section 145 of the General Corporation Law of the State of Delaware (as amended from time to time, the “General Corporation Law”)), the Corporation shall indemnify any person who is or was made, or threatened to be made, aparty to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation toprocure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or is or was serving in any capacity at the request of theCorporation for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,charges and expenses (including attorneys’ fees and disbursements). Persons who are not Directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of theCorporation to the extent the Board of Directors at any time specifies that such persons are entitled to the benefits of this Article IV. 

Section 2. Advancement of Expenses. The Corporation shall, from time to time, reimburse or advance to any Director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses,including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the General Corporation Law, such expensesincurred by or on behalf of any such Director, officer or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such Director, officer or other personindemnified hereunder, to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Director, officer or other person is not entitled to be indemnifiedfor such expenses. 

 

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Section 3. Rights Not Exclusive. The rights to indemnification and reimbursement or advancement ofexpenses provided by, or granted pursuant to, this Article IV shall not be deemed exclusive of any other rights which a person seeking indemnification or reimbursement or advancement of expenses may have or to which such person hereafter may beentitled under any statute, the Certificate of Incorporation, these By-Laws, any agreement, any vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacitywhile holding such office. 

Section 4. Continuation of Benefits. The rights to indemnification and reimbursement or advancement ofexpenses provided by, or granted pursuant to, this Article IV shall continue as to a person who has ceased to be a Director or officer (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legateesand distributees of any such person. 

Section 5. Insurance. The Corporation shall have the power to purchase and maintain insuranceon behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of an Other Entity, against any liability assertedagainst such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions ofthis Article IV or the Certificate of Incorporation or under Section 145 of the General Corporation Law or any other provision of law. 

Section 6. Binding Effect. The provisions of this Article IV shall be a contract between the Corporation, on the one hand, and each Director and officer who serves in such capacity at any time while this Article IV is in effectand/or any other person indemnified hereunder, on the other hand, pursuant to which the Corporation and each such Director, officer or other person intend to be legally bound. No repeal or modification of this Article IV shall affect any rights orobligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. 

Section 7. Procedural Rights. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, thisArticle IV shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement ofexpenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of suchaction that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) thatsuch person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for anyexpenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding. 

 

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Section 8. Service Deemed at Corporation’s Request. Any Director or officer of theCorporation serving in any capacity (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (b) any employee benefit plan of theCorporation or any corporation referred to in clause (a) shall be deemed, in each case, to be doing so at the request of the Corporation. 

Section 9. Election of Applicable Law. Any person entitled to be indemnified or to receive reimbursement or advancement of expenses as a matter of right pursuant to this Article IV may elect to have the right to indemnification orreimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of theapplicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement ofexpenses is sought, provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement oradvancement of expenses is sought. 

ARTICLE V 

GENERAL PROVISIONS 

Section 1. Notices. Whenever any statute, the Certificate of Incorporation orthese By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at such person’s address as it appears in the records of the Corporation, withpostage thereon prepaid, or by Federal Express or other comparable overnight courier service (receipt requested) to such person’s address as it appears in the records of the Corporation. Such notice shall be deemed to have been given when it isdeposited in the United States mail or when such courier package is delivered. Notice to Directors may also be given by electronic transmission or by personal communication either over the telephone or otherwise. 

Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors. 

 

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