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Exhibit 3.18.1
GARETH STEVENS, INC.
UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS
The undersigned, being all the members of the Board of
Directors of Gareth Stevens, Inc., a Wisconsin corporation (the "Corporation"),
DO HEREBY CONSENT to the adoption of, and DO HEREBY ADOPT, in accordance with
Section 180.0821 of the Wisconsin Business Corporation Law, the resolutions
attached hereto as Exhibit A with the same force and effect as if such
resolutions were approved and adopted at a duly constituted meeting of the Board
of Directors of the Corporation.
This consent may be executed in counterparts and all
counterparts so executed shall constitute one consent, notwithstanding that all
the members of the Board of Directors are not signatories to the original or the
same counterparts.
Dated: as of November 17, 1999
/s/ TIMOTHY C. COLLINS
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Timothy C. Collins
Director
/s/ CHARLES L. LAUREY
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Charles L. Laurey
Director
/s/ ROBERT S. LYNCH
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Robert S. Lynch
Director
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2
/s/ JAMES N. LANE
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James N. Lane
Director
/s/ MARTIN E. KENNEY
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Martin E. Kenney
Director
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3
EXHIBIT A
RESOLVED, that the second sentence of Section 3.01 of the By-laws of the
Corporation is amended to read in its entirety as follows:
"The number of members constituting the Board of Directors of the Corporation
shall be determined from time to time by resolutions adopted by a majority of
the entire board."
RESOLVED, that the number of directors of the Corporation is hereby increased
from 5 to 7.
RESOLVED, that each of the following persons are hereby elected to the Board of
Directors, to hold such office until his successor shall have been duly elected
and qualified or as otherwise provided by the By-laws of the Corporation:
William F. Dawson, Jr.
D. Ronald Daniel
RESOLVED, that the Corporation hereby ratifies and approves the signing by
Charles L. Laurey, on behalf of the Corporation, of the Tax Sharing Agreement
dated November 17, 1999, by and among WRC Media Inc., the Corporation and the
other signatories thereto, and confirms that such action and such document shall
be binding upon the Corporation to the same extent as if authorized by this
resolution.
RESOLVED, that Charles L. Laurey is elected to hold the office of Secretary of
the Corporation until his successor is duly elected and qualified or as
otherwise provided by the by-laws.
