JOURNAL COMMUNICATIONS, INC.
(Organized Under the Laws of the State of Wisconsin, February 5, 1883)
Articles of Association
Including Amendments Effective January 5, 1999
First: The purposes for which the corporation is organized are to
engage in any lawful activity within the purpose for which corporations may be
organized under the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, including without limitation, the buying, holding, selling,
exchanging, dealing in, acquiring or disposing of, pledging, leasing and
managing of all kinds of real and personal property, tangible and intangible and
wheresoever situated.
Second: The name of said corporation shall be "Journal Communications,
Inc." and said corporation shall be located in the City of Milwaukee, County of
Milwaukee and State of Wisconsin.
Third: The aggregate number of shares which the corporation shall have
the authority to issue is Twenty Eight Million Eight Hundred Thousand shares of
capital stock having a par value of twelve and one-half (12 1/2) cents per
share.
The Board of Directors of the corporation shall have the authority to
acquire by purchase from time to time any shares of its issued and outstanding
capital stock for such consideration and upon such terms and conditions as the
Board of Directors in its discretion shall deem proper and reasonable in the
interest of the corporation; and in respect of the shares of its own capital
stock so acquired by the corporation, no stockholder or the corporation shall be
entitled as a matter of pre-emptive right to subscribe for, purchase or receive
any portion thereof; and in respect of shares of its own capital stock so
acquired by the corporation the Board of Directors shall have the authority in
its own discretion:
(i) To cancel and retire all or any part of such shares, or
(ii) To retain as treasury stock all or any part of such shares, or
(iii) To convert all or any part of such shares of stock into units
of beneficial interest in capital stock of the corporation
pursuant to the provisions of The Journal Employees Stock Trust
Agreement dated May 15, 1937, between Harry J. Grant, Faye
McBeath and
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others, as settlors, and Harry J. Grant, L. A. Webster, J.D.
Ferguson, L. L. Bowyer and Marvin H. Creager as trustees, and
Journal Communications, Inc. (then named The Journal Company)
and (without first offering the same for purchase by
stockholders) to sell such units of beneficial interest in
capital stock of the corporation to employee eligible under
said Stock Trust Agreement to hold units of beneficial interest
in such stock; provided, however, that the price payable for
each such unit of beneficial interest in capital stock of the
corporation sold by the corporation to any such employees shall
be the "option price" thereof (as defined in said Stock Trust
Agreement) prevailing at the time of sale in each case,
determined in the manner prescribed in the Stock Trust
Agreement aforesaid.
Fourth: The property, affairs and business of the corporation shall be
managed by a board of directors consisting of such number of members, not less
than three, as shall be fixed by the By-Laws. Directors need not be
stockholders.
Fifth: Registered holders of the certificates of stock of the
corporation shall be members of the corporation and shall be entitled to vote at
all meetings of said corporation, in person or by proxy, and each share of stock
shall be entitled to one vote.
Sixth: These articles of association may be amended at any regular or
special meeting of said corporation by vote of the holders of at least
two-thirds of all the shares of stock of said corporation.
