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Title: |
Bylaws |
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Date: |
2004 |
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Preview shows 7KB of 38KB total |
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$35 |
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ID: |
#2119169 |
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BYLAWS
OF
MORRIS PUBLISHING FINANCE CO.
(a Georgia corporation)
ARTICLE I. OFFICES
Section 1. Principal office. The principal office for the transaction of the business of the Corporation shall be located at such place as may be fixed from time to time by the Board of Directors.
Section 2. Other offices. Branch offices and places of business may be established at any time by the Board of Directors at any place or places where the Corporation is qualified to do business, whether within or without the State of Georgia.
ARTICLE II. SHAREHOLDERS MEETINGS
Section 1. Place of meetings. Any meeting of the Shareholders of the Corporation, whether an annual meeting or a special meeting, may be held either at the principal office of the Corporation or at any place in the United States within or without the State of Georgia.
Section 2. Annual shareholder meeting. No annual meeting of Shareholders is required unless one or more of the Shareholders delivers written notice to the Corporation requesting a meeting pursuant to Section 14-2-924 of the Official Code of Georgia. If a Shareholder desires that an annual meeting be held, the annual meeting shall be held on the first business day after May 3lst each year, at l0:00 a.m., or such other date and time as may be set forth in a Shareholders Agreement. However, no such meeting shall be held unless one or more Shareholders delivers written notice to the Corporation requesting a meeting at least thirty (30) days before the meeting date as set in this paragraph.
The place of meeting shall be the principal office of the Corporation, unless all the Shareholders entitled to vote at the meeting agree by written consents (which may be in the form of waiver of notice or otherwise) to another location, which may be within or without the State of Georgia.
At an annual meeting of the Shareholders, any matter relating to the affairs of the Corporation, whether or not stated in the notice of the meeting, may be brought up for action except matters which the Georgia Business Corporation Code requires to be stated in the notice of the meeting.
Section 3. Special meetings. A special meeting of the Shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board, the President, the Vice-President, a majority of the Board of Directors, or one or more Shareholders holding an aggregate of not less than one-third of the voting power of the Corporation. Such a call for a special meeting must state the purpose of the meeting.
Section 4. Notice of meetings. Unless waived, written notice stating the place, day, and hour of each meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Shareholder of record entitled to vote not less than ten (10) days (or not less than any such other minimum period of days as may be prescribed by the Georgia Business Corporation Code) nor more than fifty (50) days before the date of the meeting either personally or by first class mail by, or at the direction of, the Directors, the President, the Secretary, or the Officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, addressed to the Shareholder at such Shareholders address as it appears on the stock transfer books of the Corporation. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Georgia Business Corporation Code. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Shareholder on the new record date.
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