Exhibit 3.1

 

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

I

 

The name of the corporation is MEREDITH CORPORATION.

 

II

 

The corporation is organized for the purpose of engaging in any lawful

 

business for which corporations may be organized under the Iowa Business

 

Corporation Act.

 

III

 

A. Capitalization. The total number of shares of stock of all classes

 

which the corporation shall have authority to issue is 21,000,000 shares, of

 

which 1,000,000 shares shall be preferred stock, par value $1.00 per share

 

(hereinafter called "series preferred stock"), and 20,000,000 shares of which

 

shall be common stock, par value $1.00 per share (hereinafter called "common

 

stock").

 

The designations and the powers, preferences and rights, and the

 

qualifications, limitations or restrictions thereof, of the shares of each

 

class are as follows:

 

1. The series preferred stock may be issued from time to time in one

 

or more series, the shares of each series to have the voting powers, full

 

or limited, and the designations, preferences and relative, participating,

 

optional or other special rights, and qualifications, limitations or

 

restrictions thereof as are stated and expressed herein or in the

 

resolution or resolutions providing for the issuance of the series,

 

adopted by the board of directors as hereinafter provided.

 

2. Authority is hereby expressly granted to the board of directors

 

of the corporation, subject to the provisions of this Article III and to

 

the limitations prescribed by law, to authorize the issuance of one or

 

more series of series preferred stock and with respect to each series to

 

fix by resolution or resolutions providing for the issuance of the series

 

the voting powers, full or limited, if any, of the shares of the series

 

and the designations, preferences and relative, participating, optional or

 

other special rights, and the qualifications, limitations or restrictions

 

 

 

 

 

thereof. Each series shall consist of such number of shares as shall be

 

stated and expressed in the resolution or resolutions providing for the

 

issuance of the stock of the series together with such additional number

 

of shares as the board of directors by resolution or resolutions may from

 

time to time determine to issue as a part of the series. The board of

 

directors may from time to time decrease the number of shares of any

 

series of series preferred stock (but not below the number thereof then

 

outstanding) by providing that any unissued shares previously assigned to

 

the series shall no longer constitute part thereof and may assign the

 

unissued shares to an existing or newly created series.

 

The authority of the board of directors with respect to each series

 

shall include, but not be limited to, the determination or fixing of the

 

following:

 

(a) The designation of the series.

 

(b) The dividend rate of the series, the conditions and dates

 

upon which dividends shall be payable, the relation which the

 

dividends shall bear to the dividends payable on any other class or

 

classes of stock, and whether the dividends shall be cumulative or

 

non-cumulative.

 

(c) Whether the shares of the series shall be subject to

 

redemption by the corporation and, if made subject to redemption, the

 

times, prices and other terms and conditions of the redemption.

 

(d) The rights of the holders of the shares of the series upon

 

the dissolution of, or upon the distribution of assets of, the

 

corporation, and the amount payable on the shares in the event of

 

voluntary or involuntary liquidation.

 

(e) The terms and amount of any sinking fund provided for the

 

purchase or redemption of the shares of the series.

 

(f) Whether or not the shares of the series shall be

 

convertible into or exchangeable for shares of any other classes or

 

of any other series of any class or classes of stock of the

 

corporation and, if provision be made for conversion or exchange, the

 

times, prices, rates, adjustments, and other terms and conditions of

 

the conversion or exchange.

 

(g) The extent, if any, to which the holders of the shares of

 

the series shall be entitled to vote with respect to the election of

 

directors or otherwise.

 

 

 

 

 

3. The holders of shares of each series of series preferred stock

 

shall be entitled to receive, when and as declared by the board of

 

directors, out of funds legally available for the payment of dividends,

 

dividends at the rates fixed by the board of directors for such series,

 

and no more, before any dividends, other than dividends payable in common

 

stock, shall be declared and paid, or set apart for payment, on the common

 

stock with respect to the same dividend period.

 

4. Whenever, at any time, dividends on the then outstanding series

 

preferred stock as may be required with respect to any series outstanding

 

shall have been paid or declared and set apart for payment and after

 

complying with respect to any retirement or sinking fund or funds for any

 

series of series preferred stock, the board of directors may, subject to

 

the provisions of the resolution or resolutions creating any series of

 

series preferred stock, declare and pay dividends on the common stock, and

 

the holders of shares of preferred stock shall not be entitled to share

 

therein.

 

5. The holders of shares of each series of series preferred stock

 

shall be entitled upon liquidation or dissolution or upon the distribution

 

of the assets of the corporation to such preferences as provided in the

 

resolution or resolutions creating the series, and no more, before any

 

distribution of the assets of the corporation shall be made to the holders

 

of shares of common stock. Whenever the holders of shares of series

 

preferred stock shall have been paid the full amounts to which they shall

 

be entitled, the holders of shares of the common stock shall be entitled

 

to share ratably in all the remaining assets of the corporation.

 

6. At all meetings of the stockholders of the corporation, the

 

holders of shares of the common stock shall be entitled to one vote for

 

each share of common stock held by them. Except as otherwise required by

 

law and except for such voting powers with respect to the election of

 

directors or other matters as may be stated in the resolution or

 

resolutions of the board of directors providing for the issuance of any

 

series of series preferred stock, the holders of the series shall have no

 

voting power whatsoever.

 

7. No holder of any share of any class of stock of the corporation

 

shall have any preemptive right to subscribe for or acquire additional

 

shares of stock of any class of the corporation or warrants or options to

 

purchase, or securities convertible into, shares of any class of stock of

 

the corporation.

 

 

 

 

 

B. Restrictions on Ownership, Transfer and Voting. So long as the

 

corporation or any of its subsidiaries is subject to any law of the United

 

States or any state therein which restricts ownership or voting of capital

 

stock by aliens (as defined by the bylaws), not more than one-fifth of the

 

shares outstanding shall be owned of record or voted by or for the account of

 

aliens or their representatives or affiliates. The board of directors may

 

issue share certificates representing not more than one-fifth of the shares of

 

the stock of the corporation at any time outstanding in special form which may

 

be owned or held by aliens, such certificates to be known as "Foreign Share

 

Certificates" and to be so marked, but under no circumstances shall the total

 

amount of voting stock of any class represented by Foreign Share Certificates,

 

plus the amount of voting stock of that class owned by or for the account of

 

aliens and represented by certificates not so marked, exceed one-fifth of the

 

aggregate number of outstanding shares of such class.

 

Shares of stock shall be transferable on the books of the corporation by

 

the holder thereof, in person or by duly authorized attorney, upon the

 

surrender of the certificate representing the shares to be transferred,

 

properly endorsed; provided, however, that shares of stock other than shares

 

represented by Foreign Share Certificates shall be transferable to aliens or

 

any person holding for the account thereof only when the aggregate number of

 

shares of stock owned by or for the account of aliens will not then be more

 

than one-fifth of the number of shares of stock outstanding. The board of

 

directors may direct that, before shares of stock shall be transferred on the

 

books of the corporation, the corporation may require information as to whether

 

the proposed transferee is an alien or will hold the stock for the account of

 

an alien.

 

If the stock records of the corporation shall at any time disclose alien

 

ownership of one-fifth or more of the voting stock of any class and it shall be

 

found by the corporation that any certificate for shares marked "Domestic Share

 

Certificate" is, in fact, held by or for the account of any alien, the holder

 

of the shares represented by that certificate shall not be entitled to vote, to

 

receive dividends or to have any other rights with respect to such shares,

 

except the right to transfer the shares to a non-alien (as defined in the

 

bylaws).

 

If the stock records of the corporation shall at any time disclose alien

 

ownership of one-fifth or more of the voting stock of any class and a request

 

is made by an alien to have shares registered in its name or for its account,

 

the corporation shall be under no obligation to effect the transfer or to issue

 

or reissue any stock certificates to or for the account of the alien. In

 

addition, if a proposed transferee of any shares is an alien, and the transfer

 

to such alien would result in alien ownership of one-fifth or more of the

 

voting stock of any class, the corporation shall be under no obligation to

 

 

 

 

 

effect the transfer or to issue or reissue any stock certificates to or for the

 

account of the alien. Further, if it is determined at any time that a transfer

 

has resulted in alien ownership of one-fifth or more of the voting stock of any

 

class, the holder of the shares which resulted in the alien ownership of one-

 

fifth or more of the voting stock shall not be entitled to vote, to receive

 

dividends or have any other rights with respect to such shares, except the

 

right to transfer those shares to a non-alien.

 

Amendment or deletion of these provisions covering restrictions on

 

ownership, transfer and voting shall require the affirmative vote of at least

 

80% of each class of outstanding shares of the corporation.

 

The board of directors shall establish rules, regulations and procedures

 

to assure compliance with the enforcement of this Article III B.

 

IV

 

The number of directors of the corporation shall be fixed from time to

 

time in the manner provided in the bylaws but shall not be fewer than three nor

 

more than fifteen. The directors shall be divided into three classes: Class

 

I, Class II, and Class III. Each class shall consist, as nearly as may be

 

possible, of one-third of the total number of directors. At the annual meeting

 

of stockholders on November 14, 1983, Class I directors shall be elected for a

 

one-year term, Class II directors for a two-year term and Class III for a

 

three-year term. At each succeeding annual meeting of stockholders, beginning

 

in 1984, successors to the class of directors whose term expires at that annual

 

meeting shall be elected for a three-year term. If the number of directors is

 

changed, any increase or decrease shall be apportioned among the classes so as

 

to maintain the number of directors in each class as nearly equal as possible,

 

and any additional director of any class shall hold office for a term that

 

shall coincide with the remaining term of that class, but in no case will a

 

decrease in the number of directors shorten the term of any incumbent director.

 

A director shall hold office until the annual meeting for the year in which his

 

or her term expires and until a successor shall be elected and qualified,

 

subject, however, to prior death, resignation, retirement, disqualification or

 

removal from office. Any vacancy occurring on the board of directors may be

 

filled by a majority of the directors in office, although less than a quorum,

 

or by a sole remaining director, and any vacancy on the board of directors that

 

results from an increase in the number of directors may be filled by a majority

 

of the board of directors in office. Any director elected to fill a vacancy

 

shall have the same remaining term as that of his or her predecessor.

 

A director may be removed only for cause and by the affirmative vote of

 

the holders of not less than 80 percent of the outstanding shares of voting

 

 

 

 

 

stock at a meeting of stockholders duly called for the consideration of such

 

removal. Cause shall mean conviction of a felony or adjudication of liability

 

for negligence or misconduct in the performance of a director's duty to the

 

company.

 

The affirmative vote of the holders of not less than 80 percent of the

 

outstanding shares of voting stock is required to amend this provision.

 

V

 

Notwithstanding any other provisions of the corporation's Restated

 

Articles of Incorporation or bylaws (and notwithstanding the fact that some

 

lesser percentage may be specified by law), any amendment of these Restated

 

Articles of Incorporation which would permit the holders of stock of the

 

corporation to amend, alter, change or repeal the bylaws or any part thereof,

 

shall require the affirmative vote of holders of not less than 80 percent of

 

the outstanding shares of voting stock of the corporation.

 

VI

 

No action required or permitted to be taken at any annual or special

 

meeting of the stockholders of the corporation may be taken without a meeting

 

and the power of stockholders to consent in writing, without a meeting, to the

 

taking of any action is specifically denied.

 

Any amendment or deletion of the provisions of this Article VI shall

 

require the affirmative vote of the holders of not less than 80 percent of the

 

outstanding shares of voting stock of the corporation.

 

VII

 

The affirmative vote of the holders of not less than 80 percent of the

 

outstanding shares of "voting stock" (as hereinafter defined) of the

 

corporation shall be required for the approval or authorization of any

 

"business combination" (as hereinafter defined) of the corporation with any

 

"substantial stockholder" (as hereinafter defined); provided, however, that the

 

80 percent voting requirement shall not be applicable if:

 

1. The "continuing directors" of the corporation (as hereinafter

 

defined) by a two-thirds vote (a) have expressly approved in advance the

 

acquisition of outstanding shares of voting stock of the corporation that

 

caused the substantial stockholder to become a substantial stockholder or

 

(b) have approved the business combination prior to the substantial

 

stockholder involved in the business combination having become a

 

substantial stockholder;

 

 

 

 

 

2. The business combination is solely between the corporation and

 

another corporation, 100 percent of the voting stock of which is owned

 

directly or indirectly by the corporation; or

 

3. The business combination is a merger or consolidation and the

 

cash or fair market value of the property, securities or other

 

consideration to be received per share by holders of common stock of the

 

corporation in the business combination is not less than the "fair price"

 

(as hereinafter defined) of the common stock.

 

For the purposes of this Article VII:

 

1. The term "business combination" shall mean (a) any merger or

 

consolidation of the corporation or a subsidiary with or into a

 

substantial stockholder, (b) any sale, lease, exchange, transfer or other

 

disposition, including without limitation a mortgage or any other security

 

device, of all or any "substantial part" (as hereinafter defined) of the

 

assets either of the corporation (including without limitation any voting

 

securities of a subsidiary) or of a subsidiary, to the substantial

 

stockholder, (c) any merger or consolidation of a substantial stockholder

 

with or into the corporation or a subsidiary of the corporation, (d) any

 

sale, lease, exchange, transfer or other disposition of all or any

 

substantial part of the assets of the substantial stockholder to the

 

corporation or a subsidiary of the corporation for consideration

 

aggregating $5,000,000 or more, (e) the issuance of any securities of the

 

corporation or a subsidiary of the corporation to a substantial

 

stockholder, (f) any reclassification or recapitalization (including any

 

reverse stock split) of the corporation or any of its subsidiaries or a

 

reorganization, in any case having the effect, directly or indirectly, of

 

increasing the percentage interest of a substantial stockholder in any

 

class of equity securities of the corporation or such subsidiary, and (g)

 

any agreement, contract or other arrangement providing for any of the

 

transactions described in this definition of business combination.

 

2. The term "substantial stockholder" shall mean and include any

 

individual, corporation, partnership or other person or entity which,

 

together with its "affiliates" and "associates" (as defined on September

 

1, 1983, in Rule 12b-2 under the Securities Exchange Act of 1934),

 

"beneficially owns" (as defined on September 1, 1983, in Rule 13d-3 under

 

the Securities Exchange Act of 1934) in the aggregate 20 percent or more

 

of the outstanding voting stock of the corporation, and any affiliate or

 

associate of any such individual, corporation, partnership or other person

 

or entity.

 

 

 

 

 

3. The term "substantial part" shall mean assets having a "fair

 

value" (as hereinafter defined) in excess of 10 percent of the fair market

 

value of the total consolidated assets of the corporation in question as

 

of the end of its most recent fiscal year ending prior to the time the

 

determination is being made.

 

4. Without limitation, any shares of common stock of the corporation

 

that any substantial stockholder has the right to acquire pursuant to any

 

agreement, or upon exercise of conversion rights, warrants or options, or

 

otherwise, shall be deemed beneficially owned by the substantial

 

stockholder.

 

5. For the purposes of this Article VII, the term "other

 

consideration to be received" shall include, without limitation, common

 

stock of the corporation retained by its existing public stockholders in

 

the event of a business combination in which the corporation is the

 

surviving corporation.

 

6. The term "voting stock" shall mean all outstanding shares of

 

capital stock of the corporation entitled to vote generally in the

 

election of directors and each reference to a proportion of shares of

 

voting stock shall refer to such proportion of the votes entitled to be

 

cast by such shares.

 

7. The term "continuing director" shall mean one elected as a

 

director at the 1983 annual stockholders' meeting or one elected or

 

appointed prior to the time the substantial stockholder in question

 

acquired such status, or one designated as a continuing director (prior to

 

his or her initial election or appointment) by a majority of the whole

 

board, but only if a majority of the whole board shall then consist of

 

continuing directors, or if a majority of the whole board does not then

 

consist of continuing directors, by a majority of the then continuing

 

directors.

 

8. The term "fair price" shall mean not less than the greater of (a)

 

the highest per share price paid by the substantial stockholder in

 

acquiring any of its shares of stock of the corporation or (b) an amount

 

which bears the same or greater percentage relationship to the market

 

price of the common stock of the corporation immediately prior to the

 

announcement of the business combination equal to the highest percentage

 

relationship that any per share price theretofore paid by the substantial

 

stockholder for any of its holdings of common stock of the corporation

 

immediately prior to commencement of the acquisition of the corporation's

 

common stock by the substantial stockholder.

 

 

 

 

 

9. The term "fair value" shall mean the fair market value thereof at

 

any time 90 days prior to the date of the consummation of any transaction,

 

which value and time shall be determined by a majority of the continuing

 

directors who may, if they wish, be advised on such value by an investment

 

banking firm selected by them. The fees of any such investment banking

 

firm shall be paid by the corporation.

 

 

 

The provisions set forth at this Article VII herein may not be repealed or

 

amended in any respect, unless such action is approved by the affirmative vote

 

of the holders of not less than 80 percent of the outstanding shares of voting

 

stock (as defined herein) of the corporation; provided, however, that this 80

 

percent vote requirement shall not apply if an amendment is recommended to

 

stockholders by two-thirds of the whole board of directors when a majority of

 

the members of the board of directors acting upon such matters are continuing

 

directors.

 

 

 

VIII

 

By the adoption of these Restated Articles of Incorporation, Articles I

 

through VII of the previously existing Restated Articles of Incorporation, as

 

amended, are hereby repealed, and substituted therefor are these Articles I

 

through VIII; these Restated Articles thus supersede the Restated Articles of

 

Incorporation and all amendments thereto. These Restated Articles of

 

Incorporation became effective upon their adoption by the shareholders on the

 

14th day of November, 1983.

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Gerald D. Thornton

 

    Gerald D. Thornton

 

    Vice President

 

     

     

  By:

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden

 

    Corporate Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss:

 

COUNTY OF POLK )

 

On this 14th day of November, A. D. 1983, before me, Lynelle D. Aller, a

 

notary public in and for said county, personally appeared Gerald D. Thornton,

 

to me personally known, who being by me duly sworn did say that he is a vice

 

president of said corporation, that the seal affixed to said instrument is the

 

seal of said corporation and that said Restated Articles of Incorporation were

 

signed and sealed on behalf of the said corporation by authority of its board

 

of directors and the said Gerald D. Thornton acknowledged the execution of said

 

instrument to be the voluntary act and deed of said corporation by it

 

voluntarily executed.

 

  /s/ Lynelle D. Aller

  

  Lynelle D. Aller

  

  Notary Public in and for the

  

  State of Iowa

  

 

 

 

 

 

 

 

  ARTICLES OF AMENDMENT

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

 

Pursuant to the provisions of Section 58 of the Iowa Business Corporation

 

Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the

 

following Articles of Amendment to its Articles of Incorporation:

 

I. The name of the corporation is Meredith Corporation. The effective

 

date of its incorporation was the 9th day of August, 1905. Its original name

 

was Meredith Publishing Company. On October 10, 1967, the corporate name was

 

changed to Meredith Corporation. The most recent Restated Articles of

 

Incorporation were filed November 14, 1983.

 

II. The following amendment to the Restated Articles of Incorporation was

 

adopted by the shareholders of the corporation on November 12, 1984, in the

 

manner prescribed by the Iowa Business Corporation Act:

 

RESOLVED that the first paragraph of Article III of the Restated

 

Articles of Incorporation be and hereby is changed and amended to

 

read as follows:

 

III. A. Capitalization. The total number of shares of stock of all

 

classes which the corporation shall have authority to issue is

 

40,000,000 shares, of which 5,000,000 shares shall be preferred

 

stock, par value $1.00 per share (hereinafter called "series

 

preferred stock"), and 35,000,000 shares of which shall be common

 

stock, par value $1.00 per share (hereinafter called "common stock").

 

III. The number of shares outstanding and entitled to vote at the time of

 

such adoption was 9,427,155.

 

IV. The number of shares voted for the increase in the number of

 

authorized shares of common stock was 7,659,954, the number of shares voted

 

against was 453,977, and the number of votes abstaining was 21,743.

 

V. The number of shares voted for the increase in the number of

 

authorized shares of series preferred stock was 6,661,069, the number of shares

 

voted against was 1,088,991, and the number of votes abstaining was 114,190.

 

 

 

 

 

VI. No exchange, reclassification, or cancellation of issued shares is

 

provided for in the amendment.

 

VII. Such amendment does not effect a change in the amount of stated

 

capital.

 

Dated:  November 14, 1984.

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Gerald D. Thornton

 

    Gerald D. Thornton

 

    Its Vice President

 

     

     

  By:

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss.

 

COUNTY OF POLK )

 

On this 14th day of November, A.D., 1984, before me, Lynelle D. Kobe, a

 

Notary Public in and for said County, personally appeared Gerald D. Thornton,

 

to me personally known, who being by me duly sworn did say that he is vice

 

president of said corporation, that the seal affixed to said instrument is the

 

seal of said corporation and that said Articles of Amendment were signed and

 

sealed on behalf of the said corporation by authority of its board of directors

 

and the said Gerald D. Thornton and Betty Campbell Madden acknowledged the

 

execution of said instrument to be the voluntary act and deed of said

 

corporation by it voluntarily executed.

 

  /s/ Lynelle D. Kobe

  

  Lynelle D. Kobe

  

  Notary Public in and for the

  

  State of Iowa

  

 

 

 

 

 

 

 

  ARTICLES OF MERGER

  

  OF

  

  MEREDITH PUPLICATIONS, INC.

  

  INTO

  

  MEREDITH CORPORATION

  

 

 

 

Pursuant to the provisions of the Iowa Business Corporation Act, the

 

undersigned hereby certifies:

 

FIRST: That the following Plan of Merger has been duly approved by

 

the Board of Directors of the surviving corporation:

 

(a) The name of the subsidiary corporation is Meredith Publications,

 

Inc., and the name of the surviving corporation is Meredith Corporation.

 

(b) The terms and conditions of the proposed merger are as follows:

 

All outstanding shares of the wholly-owned subsidiary will be

 

cancelled upon effect of the merger.

 

SECOND: That the designation and number of outstanding shares of

 

each class of the subsidiary corporation and the number of such shares of each

 

class owned by the surviving corporation, are as follows:

 

 

 

 

    Number of

   Designation

   Number of Shares

 

Name of

   Shares

   of

   Owned by

 

Corporation

   Outstanding

   Class

   Surviving Corporation

 

             

Meredith Publi-

 

cations, Inc

   10,000

   Common

   10,000  (100%)

 

 

 

 

 

THIRD: That there are no holders of shares of the subsidiary

 

corporation (Meredith Publications, Inc.) not owned by the surviving

 

corporation (Meredith Corporation) and the surviving corporation waived the

 

mailing of a copy of the plan of merger.

 

 

 

 

 

IN WITNESS WHEREOF, this Certificate has been signed this 24th day of

 

June, 1986.

 

 

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Gerald D. Thornton

 

    Gerald D. Thornton

 

    Vice President-Administrative Services

 

     

     

  By:

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden

 

    Corporate Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss:

 

COUNTY OF POLK )

 

On this 24th day of June A.D., 1986, before me, Marna G. Ford, a

 

Notary Public in and for said county, personally appeared Gerald D. Thornton,

 

to me personnally known, who being by me duly sworn did say that he is Vice

 

President-Administrative Services of said corporation, that the seal affixed to

 

said instrument is the seal of said corporation and that said Articles of

 

Merger were signed and sealed on behalf of the said corporation by authority of

 

its Board of Directors and the said Gerald D. Thornton acknowledged the

 

execution of said instrument to be the voluntary act and deed of said

 

corporation by it voluntarily executed.

 

 

 

  /s/ Marna G. Ford

  

  Notary Public in and for said county

  

 

 

 

 

 

 

 

  ARTICLES OF AMENDMENT

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

To the Secretary of State

 

of the State of Iowa

 

 

 

Pursuant to the provisions of Section 496A.58 of the Iowa Business

 

Corporation Act, the undersigned corporation adopts the following Articles of

 

Amendment to its Restated Articles of Incorporation:

 

I. The name of the corporation is Meredith Corporation. The effective

 

date of its incorporation was the 9th day of August, 1905. Its original name

 

was Successful Farming Publishing Company.

 

II. The following amendment to the Restated Articles of Incorporation was

 

adopted by the shareholders of the corporation on December 15, 1986 in the

 

manner prescribed by the Iowa Business Corporation Act:

 

RESOLVED that Article IIIA of the Restated Articles of Incorporation

 

of the corporation be amended to read as follows:

 

 

III.

 

A. Capitalization. The total number of shares of stock of all classes

 

which the corporation shall have authority to issue is 65,000,000 shares, of

 

which 5,000,000 shares shall be preferred stock, par value $1.00 per share

 

(hereinafter called "series preferred stock"), 50,000,000 shares of which shall

 

be common stock, par value $1.00 per share (hereinafter called "common stock")

 

and 10,000,000 shares of which shall be class B common stock, par value $1.00

 

per share (hereinafter called "class B stock").

 

The designations and the powers, preferences and rights, and the

 

qualifications, limitations or restrictions thereof, of the shares of each

 

class are as follows:

 

1. The powers, preferences and rights of the common stock and class B

 

stock, and the qualifications, limitations or restrictions thereof, shall be in

 

all respects identical, except as otherwise required by law or expressly

 

provided in this Article IIIA.

 

 

 

 

 

2. (a) At each annual or special meeting of stockholders, each holder of

 

common stock shall be entitled to one (1) vote in person or by proxy for each

 

share of common stock standing in his name on the stock transfer records of the

 

corporation and (except as provided in subparagraph (b) of this subdivision 2)

 

each holder of class B stock shall be entitled to ten (10) votes in person or

 

by proxy for each share of class B stock standing in his name on the stock

 

transfer records of the corporation. Except as required pursuant to the

 

Business Corporation Act of the State of Iowa, all actions submitted to a vote

 

of stockholders shall be voted on by the holders of common stock and class B

 

stock voting together as a single class.

 

(b) Notwithstanding subparagraph (a) of this subdivision 2, each holder of

 

class B stock shall be entitled to only one (1) vote, in person or by proxy,

 

for each share of class B stock standing in his name on the stock transfer

 

records of the corporation with respect to the following matters:

 

(i) the removal of any director of the corporation pursuant to Article IV

 

of these Restated Articles of Incorporation:

 

(ii) Any amendment to these Restated Articles of Incorporation which would

 

permit the holders of stock of the corporation to amend, alter, change or

 

repeal the bylaws or any part thereof, pursuant to Article V of these

 

Restated Articles of Incorporation; and

 

(iii) Any repeal or amendment of Article IV or Article VI of these

 

Restated Articles of Incorporation.

 

3. If and when dividends on the common stock and class B stock are

 

declared payable from time to time by the board of directors from funds legally

 

available therefor, whether payable in cash, in property or in shares of stock

 

of the corporation, the holders of common stock and the holders of class B

 

stock shall be entitled to share equally, share for share, in such dividends.

 

4. (a) The holder of each outstanding share of class B stock shall have

 

the right at any time, or from time to time, at such holder's option to convert

 

such share into one fully paid and non-assessable share of common stock, on and

 

subject to the terms and conditions hereinafter set forth.

 

(b) In order to exercise the conversion privilege, the holder of any

 

shares of class B stock to be converted shall present and surrender the

 

certificate representing such shares during usual business hours at any office

 

or agency of the corporation maintained for the transfer of class B stock and

 

shall deliver a written notice of the election of the holder to convert the

 

shares represented by such certificate or any portion thereof specified in such

 

notice. Such notice shall also state the name or names (with address) in which

 

 

 

 

 

the certificate or certificates for shares of common stock which shall be

 

issuable on such conversion shall be issued. If so required by the

 

corporation, any certificate for shares surrendered for conversion shall be

 

accompanied by instruments of transfer, in form satisfactory to the

 

corporation, duly executed by the holder of such shares or his duly authorized

 

representative. Except in the case of an automatic conversion pursuant to

 

clause (i) of subparagraph (a) of subdivision 5, subparagraph (d) of

 

subdivision 5 or subdivision 8, each conversion of shares of class B stock

 

shall be deemed to have been effected on the date (the "conversion date") on

 

which the certificate or certificates representing such shares shall have been

 

surrendered and such notice and any required instruments of transfer shall have

 

been received as aforesaid, and the person or persons in whose name or names

 

any certificate or certificates for shares of common stock shall be issuable on

 

such conversion shall be deemed to have become immediately prior to the close

 

of business on the conversion date the holder or holders of record of the

 

shares of common stock represented thereby.

 

(c) As promptly as practicable after the presentation and surrender for

 

conversion, as herein provided, of any certificate for shares of class B stock,

 

the corporation shall issue and deliver at such office or agency, to or upon

 

the written order of the holder thereof, certificates for the number of shares

 

of common stock issuable upon such conversion. In case any certificate for

 

shares of class B stock shall be surrendered for conversion of a part only of

 

the shares represented thereby, the corporation shall deliver at such office or

 

agency, to or upon the written order of the holder thereof, a certificate or

 

certificates for the number of shares of class B stock represented by such

 

surrendered certificate, which are not being converted. The issuance of

 

certificates for shares of common stock issuable upon the conversion of shares

 

of class B stock shall be made without charge to the converting holder for any

 

tax imposed on the corporation in respect of the issue thereof. The

 

corporation shall not, however, be required to pay any tax which may be payable

 

with respect to any transfer involved in the issue and delivery of any

 

certificate in a name other than that of the holder of the shares being

 

converted, and the corporation shall not be required to issue or deliver any

 

such certificate unless and until the person requesting the issue thereof shall

 

have paid to the corporation the amount of such tax or has established to the

 

satisfaction of the corporation that such tax has been paid.

 

(d) Upon any conversion of shares of class B stock into shares of common

 

stock pursuant hereto, no adjustment with respect to dividends shall be made;

 

only those dividends shall be payable on the shares so converted as may be

 

declared and may be payable to holders of record of shares of class B stock on

 

a date prior to the conversion date with respect to the shares so converted;

 

and only those dividends shall be payable on shares of common stock issued upon

 

such conversion as may be declared and may be payable to holders of record of

 

shares of common stock on or after such conversion date.

 

 

 

 

 

(e) All shares of class B stock which shall have been surrendered for

 

conversion as herein provided shall no longer be deemed to be outstanding, and

 

all rights with respect to such shares, including the rights, if any, to

 

receive notices and to vote, shall thereupon cease and terminate, except only

 

the right of the holders thereof, subject to the provisions of subparagraph (c)

 

of this subdivision 4, to receive shares of common stock in exchange therefor.

 

All shares of class B stock surrendered for conversion shall be cancelled and

 

may not be reissued.

 

(f) Such number of shares of common stock as may from time to time be

 

required for such purpose shall be reserved for issuance upon conversion of

 

outstanding shares of class B stock.

 

5. (a) No person holding shares of class B stock (hereinafter called a

 

"class B holder") may transfer, and the corporation shall not register the

 

transfer of, such shares of class B stock, whether by sale, assignment, gift,

 

bequest, appointment or otherwise, except to a Permitted Transferee of such

 

class B holder, which term shall have the following meanings:

 

(i) In the case of a class B holder who is a natural person and the

 

holder of record and beneficial owner of the shares of class B stock

 

subject to said proposed transfer, "Permitted Transferee" means (A) the

 

spouse of such class B holder, (B) a lineal descendant of a grandparent of

 

such class B holder or a spouse of any such lineal descendant, (C) the

 

trustee of a trust (including a voting trust) for the benefit of one or

 

more class B holders, other lineal descendants of a grandparent of such

 

class B holder, the spouse of such class B holder, the spouses of such

 

other lineal descendants and an organization contributions to which are

 

deductible for federal income, estate or gift tax purposes (hereinafter

 

called a "Charitable Organization"), and for the benefit of no other

 

person, provided that such trust may grant a general or special power of

 

appointment to such class B holder, the spouse of such class B holder, any

 

lineal descendant of such class B holder or the spouse of any such lineal

 

descendant, and may permit trust assets to be used to pay taxes, legacies

 

and other obligations of the trust or the estate of such class B holder

 

payable by reason of the death of such class B holder and provided that

 

such trust prohibits transfer of shares of class B common stock to persons

 

other than Permitted Transferees, as defined in clause (ii) below, (D) the

 

estate of such deceased class B holder, (E) a Charitable Organization

 

established by such class B holder, such class B holder's spouse, a lineal

 

descendant or a grandparent of such class B holder, or a spouse of any

 

such lineal descendant, and (F) a corporation all the outstanding capital

 

stock of which is owned by, or a partnership all the partners of which

 

are, one or more of such class B holders, other lineal descendants of a

 

grandparent of such class B holder or a spouse of any such lineal

 

 

 

 

 

descendant, and the spouse of such class B holder; provided that if any

 

share of capital stock of such a corporation (or of any survivor or a

 

merger or consolidation of such a corporation), or any partnership

 

interest in such a partnership, is acquired by any person who is not

 

within such class of persons, all shares of class B stock then held by

 

such corporation or partnership, as the case may be, shall be deemed,

 

without further action, to be automatically converted into shares of

 

common stock, and stock certificates formerly representing such shares of

 

class B common stock shall thereupon and thereafter be deemed to represent

 

the like number of shares of common stock.

 

(ii) In the case of a class B holder holding the shares of class B

 

stock subject to said proposed transfer as trustee pursuant to a trust

 

other than a trust described in clause (iii) below, "Permitted Transferee"

 

means (A) the person who established such trust and (B) a Permitted

 

Transferee of such person determined pursuant to clause (i) above.

 

(iii) In the case of a class B holder holding the shares of class B

 

stock subject to said proposed transfer as trustee pursuant to a trust

 

which was irrevocable on the record date (or the initial distribution of

 

shares of class B stock ("Record Date"), "Permitted Transferee" means any

 

person to whom or for whose benefit principal may be distributed either

 

during or at the end of the term of such trust whether by power of

 

appointment or otherwise or any "Permitted Transferee" of such person

 

determined pursuant to clause (i), (ii), (iv), (v) or (vi) hereof, as the

 

case may be.

 

(iv) In the case of a class B holder who is the record (but not

 

beneficial) owner of the shares of class B stock subject to said proposed

 

transfer as nominee for the person who was the beneficial owner thereof

 

on the Record Date, "Permitted Transferee" means such beneficial owner and

 

a Permitted Transferee of such beneficial owner determined pursuant to

 

clause (i), (ii), (ii), (v) or (vi) hereof, as the case may be.

 

(v) In the case of a class B holder which is a partnership and the

 

holder of record and beneficial owner of the shares of class B stock

 

subject to said proposed transfer, "Permitted Transferee" means any

 

partner of such partnership or any "Permitted Transferee" of such partner

 

determined pursuant to clause (i), (ii), (iii), (iv) or (vi) hereof, as

 

the case may be.

 

(vi) In the case of a class B holder which is a corporation (other

 

than a Charitable Organization described in subclause (E) of clause (i)

 

above) and the holder of record and beneficial owner of the shares of

 

class B stock subject to said proposed transfer, "Permitted Transferee"

 

 

 

 

 

means any stockholder of such corporation receiving shares of class B

 

stock through a dividend or through a distribution made upon liquidation

 

of such corporation and the survivor of a merger or consolidation of such

 

corporation or any "Permitted Transferee" of such stockholder determined

 

pursuant to clause (i), (ii), (iii), (iv) or (v) hereof, as the case may

 

be.

 

(vii) In the case of a class B holder which is the estate of a

 

deceased class B holder, or which is the estate of a bankrupt or insolvent

 

class B holder, and provided such deceased, bankrupt or insolvent class B

 

holder, as the case may be, was the record and beneficial owner of the

 

shares of class B stock subject to said proposed transfer, "Permitted

 

Transferee" means a Permitted Transferee of such deceased, bankrupt or

 

insolvent class B holder as determined pursuant to clause (i), (v) or (vi)

 

above, as the case may be.

 

(b) Notwithstanding anything to the contrary set forth herein, any class

 

B holder may pledge such holder's shares of class B stock to a pledgee pursuant

 

to a bona fide pledge of such shares as collateral security for indebtedness

 

due to the pledgee, provided that such shares shall not be transferred to or

 

registered in the name of the pledgee and shall remain subject to the

 

provisions of this subdivision 5. In the event of foreclosure or other similar

 

action by the pledgee, such pledged shares of class B stock may only be

 

transferred to a Permitted Transferee of the pledgor or converted into shares

 

of common stock, as the pledgee may elect.

 

(c) For purposes of this subdivision 5:

 

(i) the relationship of any person that is derived by or through

 

legal adoption shall be considered a natural one.

 

 

(ii) Each joint owner of shares of class B stock shall be considered

 

a "class B holder" of such shares.

 

(iii) A minor for whom shares of class B stock are held pursuant to

 

a Uniform Gifts to Minors Act or similar law shall be considered a class B

 

holder of such shares.

 

(iv) Unless otherwise specified, the term "person" means both

 

natural persons and legal entitles.

 

(d) Any purported transfer of shares of class B stock not permitted

 

hereunder shall result, without further action, in the automatic conversion of

 

the transferee's shares of class B stock into shares of common stock, effective

 

on the date of such purported transfer. The corporation may, as a condition to

 

 

 

 

 

the transfer or the registration of transfer of shares of class B stock to a

 

purported Permitted Transferee, require the furnishing of such affidavits or

 

other proof as it deems necessary to establish that such transferee is a

 

Permitted Transferee.

 

6. (a) Shares of class B stock shall be registered in the name(s) of the

 

beneficial owner(s) thereof (as hereafter defined) and not in "street" or

 

nominee" names; provided, however, certificates representing shares of class B

 

stock issued as a stock dividend on the corporation's then outstanding common

 

stock may be registered in the same name and manner as the certificates

 

representing the shares of common stock with respect to which the shares of

 

class B stock were issued. For the purposes of this subdivision 6, the term

 

"beneficial owner(s)"` of any shares of class B stock shall mean the person or

 

persons who possess the power to dispose, or to direct the disposition, of such

 

shares.

 

(b) The corporation shall note on the certificates representing the

 

shares of class B stock that there are restrictions on transfer and

 

registration of transfer imposed by subdivision 5 and this subdivision 6.

 

7. After the initial distribution of shares of class B stock, additional

 

shares of class B stock shall be issued by the corporation only pursuant to the

 

corporation's Incentive Stock Plan or Management Incentive Plan for which

 

shares of class B stock are duly reserved for issuance as of the Record Date.

 

8. If at any time following the initial issuance of shares of class B

 

stock the number of outstanding shares of class B stock as reflected on the

 

stock transfer books of the corporation is less than 9% of the aggregate number

 

of issued and outstanding shares of common stock and class B stock, then the

 

outstanding shares of class B stock shall be deemed, without further action, to

 

be automatically converted into shares of common stock, and stock certificates

 

formerly representing outstanding shares of class B stock shall thereupon and

 

thereafter be deemed to represent a like number of shares of common stock, and

 

any outstanding right to receive class B stock shall automatically become the

 

right to receive a like number of shares of common stock.

 

9. The common stock and class B stock are subject to all the powers,

 

rights, privileges, preferences and priorities of the series preferred stock as

 

may be stated herein and as shall be stated and expressed in any resolution or

 

resolutions adopted by the board of directors pursuant to authority expressly

 

granted to and vested in it by the provisions of this Article IIIA.

 

10. The series preferred stock may be issued from time to time in one or

 

more series, the shares of each series to have the voting powers, full or

 

limited, and the designations, preferences and relative, participating,

 

 

 

 

 

optional or other special rights, and qualifications, limitations or

 

restrictions thereof as are stated and expressed herein or in the resolution or

 

resolutions providing for the issuance of the series, adopted by the board of

 

directors as hereinafter provided.

 

11. Authority is hereby expressly granted to the board of directors of

 

the corporation, subject to the provisions of this Article IIIA and to the

 

limitations prescribed by law, to authorize the issuance of one or more series

 

of series preferred stock and with respect to each series to fix by resolution

 

or resolutions providing for the issuance of the series the voting powers, full

 

or limited, if any, of the shares of the series and the designations,

 

preferences and relative, participating, optional or other special rights, and

 

the qualifications, limitations or restrictions thereof. Each series shall

 

consist of such number of shares as shall be stated and expressed in the

 

resolution or resolutions providing for the issuance of the stock of the series

 

together with such additional number of shares as the board of directors by

 

resolution or resolutions may from time to time determine to issue as a part of

 

the series. The board of directors may from time to time decrease the number

 

of shares of any series of series preferred stock (but not below the number

 

thereof then outstanding) by providing that any unissued shares previously

 

assigned to the series shall no longer constitute a part thereof and may assign

 

the unissued shares to an existing or newly created series.

 

The authority of the board of directors with respect to each series shall

 

include, but not be limited to, the determination or fixing of the following:

 

(a) The designation of the series.

 

(b) The dividend rate of the series, the conditions and dates upon

 

which dividends shall be payable, the relation which the dividends shall

 

bear to the dividends payable on any other class or classes of stock, and

 

whether the dividends shall be cumulative or non-cumulative.

 

(c) Whether the shares of the series shall be subject to redemption

 

by the corporation and, if made subject to redemption, the times, prices

 

and other terms and conditions of the redemption.

 

(d) The rights of the holders of the shares of the series upon the

 

dissolution of, or upon the distribution of assets of, the corporation,

 

and the amount payable on the shares in the event of voluntary or

 

involuntary liquidation.

 

(e) The terms and amount of any sinking fund provided for the

 

purchase or redemption of the shares of the series.

 

 

 

 

 

(f) Whether or not the shares of the series shall be convertible

 

into or exchangeable for shares of any other classes or of any other

 

series of any class or classes of stock of the corporation and, if

 

provision be made for conversion or exchange, the times, prices, rates,

 

adjustments, and other terms and conditions of the conversion or exchange.

 

(g) The extent, if any, to which the holders of the shares of the

 

series shall be entitled to vote with respect to the election of directors

 

or otherwise.

 

12. The holders of shares of each series of series preferred stock shall

 

be entitled to receive, when and as declared by the board of directors, out of

 

funds legally available for the payment of dividends, dividends at the rates

 

fixed by the board of directors for such series, and no more, before any

 

dividends, other than dividends payable in common stock or class B common

 

stock, shall be declared and paid, or set apart for payment, on the common

 

stock or the class B common stock with respect to the same dividend period.

 

13. Whenever, at any time, dividends on the then outstanding series

 

preferred stock as may be required with respect to any series outstanding shall

 

have been paid or declared and set apart for payment and after complying with

 

respect to any retirement or sinking fund or funds for any series of series

 

preferred stock, the board of directors may, subject to the provisions of the

 

resolution or resolutions creating any series of series preferred stock,

 

declare and pay dividends on the common stock and the class B stock, and the

 

holders of shares of preferred stock shall not be entitled to share therein.

 

14. The holders of shares of such series of series preferred stock shall

 

be entitled upon liquidation or dissolution or upon the distribution of the

 

assets of the corporation to such references as provided in the resolution or

 

resolutions creating the series, and no more, before any distribution of the

 

assets of the corporation shall be made to the holders of shares of common

 

stock and class B stock. Whenever the holders of shares of series preferred

 

stock shall have been paid the full amounts to which they shall be entitled,

 

the holders of shares of the common stock and class B stock shall be entitled

 

to share ratably in all the remaining assets of the corporation.

 

15. Except as otherwise required by law and except for such voting powers

 

with respect to the election of directors or other matters as may be stated in

 

the resolution or resolutions of the board of directors providing for the

 

issuance of any series of series preferred stock, the holders of the series

 

shall have no voting power whatsoever.

 

16. No holder of any share of any class of stock of the corporation shall

 

have any preemptive right to subscribe for or acquire additional shares of

 

stock of any class of the corporation or warrants or options to purchase, or

 

securities convertible into, shares of any class of stock of the corporation.

 

 

 

 

 

17. No holder of any share of any class of stock of the corporation shall

 

sell the vote pertaining to such share or issue a proxy to vote such share in

 

consideration of any sum of money or anything of value.

 

III. The number of shares of the corporation outstanding at the time of

 

such adoption was 9,572,834, all of which are of one class and all of which

 

were entitled to vote on the aforesaid amendment.

 

IV. The number of outstanding shares which were voted for adoption of the

 

aforesaid amendment is 5,886,702, the number of said shares which voted against

 

the same is 1,832,526, and the number of said shares which abstained is 75,010.

 

V. The date on which the aforesaid amendment shall become effective is

 

the date on which the Iowa Secretary of State issues a Certificate of

 

Amendment.

 

Executed on December 15, 1986.

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Robert A. Burnett

 

    Robert A. Burnett, President

 

     

     

  By:

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden, Secretary

 

 

 

 

STATE OF IOWA )

 

) SS.:

 

COUNTY OF POLK )

 

On this 15th day of December, A.D., 1986, before me, a Notary Public in

 

and for the State and County aforesaid, personally appeared Robert A. Burnett,

 

to me personally known, who, being by me duly sworn, did say that he is the

 

President of Meredith Corporation, the corporation which executed the foregoing

 

instrument; that he signed said instrument upon behalf of said corporation; and

 

that he acknowledged said instrument to be the voluntary act and deed of said

 

corporation by it voluntarily executed and his signing to be his voluntary act

 

and deed by him voluntarily signed.

 

IN WITNESS WHEREOF, I have placed my hand and seal on the date aforesaid.

 

 

 

  /s/ Marna G. Ford

  

  Marna G Ford, Notary Public

  

  Commission expires:  May 15, 1989

  

 

 

 

 

 

 

 

  STATEMENT OF CANCELLATION OF REACQUIRED SHARES

  

  (OTHER THAN REDEEMABLE SHARES)

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

TO THE SECRETARY OF STATE

 

OF THE STATE OF IOWA:

 

Pursuant to the provisions of Section 65 of the Iowa Business Corporation Act,

 

Chapter 496A, Code of Iowa, the undersigned corporation submits the following

 

statement of cancellation by resolution of its Board of Directors of shares of

 

the corporation reacquired by it, other than redeemable shares redeemed or

 

purchased:

 

1. The name of the Corporation is Meredith Corporation.

 

2. The effective date of incorporation was August 9, 1905.

 

3. A resolution was duly adopted by the Board of Directors on February 9,

 

1987, authorizing the cancellation of 239,114 shares, itemized as follows:

 

 

Class

   Series

   Number of Shares

 

Common

   N/A

   235,322

 

 

 

The amount of stated capital represented by the shares to be cancelled is

 

235,322 Dollars ($235,322).

 

4. The aggregate number of issued shares, itemized by classes and series and

 

par value, if any, after giving effect to such cancellation is 19,153,346,

 

itemized as follows:

 

 

Class

   Series

   Par Value

   Number of Shares

 

Common

   N/A

   $1

   10,255,942

 

Class B

   N/A

   $1

   8,897,404

 

 

 

5. The amount of the stated capital of the corporation, after giving effect to

 

such cancellation, is $19,153,346

 

 

 

Dated:  February 10, 1987

 

 

 

 

 

 

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ William H. Straw

 

    William H. Straw,

 

    Its Vice President-Finance

 

     

     

  And

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss.

 

COUNTY OF POLK )

 

On this 10th day of February, A.D. 1987, before me, Marna G. Ford, a

 

Notary Public in and for said County, personally appeared William H. Straw and

 

Betty Campbell Madden, to me personally known, who being by me duly sworn did

 

say that he is vice president of said corporation and that she is secretary of

 

said corporation and that said Statement of Cancellation was signed on behalf

 

of the said corporation by authority of its board of directors and the said

 

William H. Straw and Betty Campbell Madden acknowledged the execution of said

 

instrument to be the voluntary act and deed of said corporation by it

 

voluntarily executed.

 

  /s/ Marna G. Ford

  

  Marna G Ford

  

  Notary Public in and for the

  

  State of Iowa

  

 

 

 

 

 

 

 

  STATEMENT OF CHANGE OF REGISTERED AGENT

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

 

Pursuant to the provisions of Section 12 of the Iowa Business Corporation

 

Act, Chapter 496A, Code of Iowa, the undersigned corporation, organized under

 

the laws of the State of Iowa, submits the following statement for the purpose

 

of changing its registered office or its registered agent, or both, in the

 

State of Iowa:

 

I. The name of the corporation is Meredith Corporation.

 

II. The address of its present registered office is 1716 Locust Street,

 

Des Moines, in the County of Polk.

 

III. The name of its present registered agent, Gerald D. Thornton.

 

IV. The name of its successor registered agent, Thomas G. Fisher.

 

V. The address of its registered office and the address of the business

 

office of its registered agent as changed, will be identical.

 

VI. Such change was authorized by resolution duly adopted by its Board of

 

Directors.

 

Dated:  May 18, 1987.

 

  MEREDITH CORPORATION

  

     

     

    /s/ Robert A. Burnett

  

  By:   Robert A. Burnett

  

  Its:  President

  

 

 

 

 

 

STATE OF IOWA )

 

) SS.

 

COUNTY OF POLK )

 

I, Robert A. Burnett, being first duly sworn on oath depose and state that

 

I am the President of Meredith Corporation, and that I executed the foregoing

 

instrument as President of the corporation, and that the statements contained

 

therein are true.

 

Subscribed and sworn to before me this 18th day of May, A.D., 1987.

 

  /s/ Karen L. Hayes

  

  Karen L. Hayes

  

  Notary Public in and

  

  for the State of Iowa

  

 

 

 

 

 

 

 

  ARTICLES OF MERGER

  

  OF

  

  SAIL PUBLICATIONS, INC.

  

  INTO

  

  MEREDITH CORPORATION

  

 

 

 

Pursuant to the provisions of Section 496A.72 of the Code of Iowa,

 

Meredith Corporation, a corporation organized under the laws of the State of

 

Iowa, and owning at least ninety per cent of the shares of Sail Publications,

 

Inc., a corporation organized under the laws of the State of Massachusetts,

 

hereby executes the following articles of merger:

 

FIRST: The following plan of merger was approved by resolution of the

 

Board of Directors of Meredith Corporation adopted on May 13, 1987.

 

(a) The name of the subsidiary corporation is Sail Publications,

 

Inc., and the name of the surviving corporation owning at least ninety per cent

 

of its shares is Meredith Corporation.

 

(b) The terms and conditions of the proposed merger are as follows:

 

All outstanding shares of the wholly-owned subsidiary will be

 

cancelled upon effect of the merger.

 

SECOND: The number of outstanding shares of each class of the subsidiary

 

corporation and the number of shares of each class owned by the surviving

 

corporation are as follows:

 

 

    No. of Shares

   No. of Shares

 

Class

   Outstanding

   Owned by Parent

 

Common

   500

   500  (100%)

 

 

 

 

 

THIRD: There are no holders of shares of the subsidiary corporation (Sail

 

Publications, Inc.) not owned by the surviving corporation (Meredith

 

Corporation) and the surviving corporation waived the mailing of a copy of

 

the plan of merger.

 

 

 

Dated:  June 9, 1987.

 

 

 

 

 

 

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Gerald D. Thornton

 

    Gerald D. Thornton,

 

    Its Vice President-

 

    Administrative Services

 

     

     

  By:

 /s/ Betty Campbell Madden

 

    Betty Campbell Madden,

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss:

 

COUNTY OF POLK )

 

 

 

On this 9th day of June A.D., 1987, before me, Marna G. Ford, a Notary

 

Public in and for said county, personally appeared Gerald D. Thornton, to me

 

personally known, who being by me duly sworn did say that he is Vice President-

 

Administrative Services of said corporation, an Iowa corporation, that the seal

 

affixed to said instrument is the seal of said corporation and that said

 

Articles of Merger were signed and sealed on behalf of the said corporation by

 

authority of its Board of Directors and the said Gerald D. Thornton

 

acknowledged the execution of said instrument to be the voluntary act and deed

 

of said corporation by it voluntarily executed.

 

 

 

  /s/ Marna G. Ford

 

  Marna G Ford

 

  Notary Public in and for said county

 

 

 

 

 

 

 

 

  ARTICLES OF AMENDMENT

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

 

Pursuant to the provisions of Section 58 of the Iowa Business Corporation

 

Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the

 

following Articles of Amendment to its Restated Articles of Incorporation:

 

I. The name of the corporation is Meredith Corporation. The effective

 

date of its incorporation was the 9th day of August, 1905. Its original name

 

was Successful Farming Publishing Company.

 

II. The following amendment to the Restated Articles of Incorporation was

 

adopted by the shareholders of the corporation on November 14, 1988, in the

 

manner prescribed by the Iowa Business Corporation Act, providing for a new

 

Article IX to be added to the Restated Articles of Incorporation to be and read

 

as follows:

 

"IX

 

A director of the corporation shall not be personally liable to the

 

corporation or its shareholders for monetary damages for breach of

 

fiduciary duty as a director, except for liability (i) for any breach of

 

the director's duty of loyalty to the corporation or its shareholders,

 

(ii) for acts or omissions not in good faith or which involve the

 

intentional misconduct or a knowing violation of the law, (iii) for any

 

transaction from which the director derives an improper personal benefit,

 

or (iv) under Section 496A.44 of the Iowa Business Corporation Act.

 

Any repeal or modification of this Article shall not adversely affect any

 

right or protection of a director of the corporation existing at the time

 

of such repeal or modification."

 

III. The number of shares outstanding and entitled to vote at the time of

 

such adoption was 19,307,579, consisting of 14,171,381 shares of common stock,

 

each entitled to one vote and 5,136,198 shares of class B common stock, each

 

entitled to ten votes, voting together as a class.

 

IV. The number of shares voting, and votes cast, for, against and abstaining

 

on the proposal to amend the Restated Articles of Incorporation by adding

 

Article IX were as follows:

 

 

 

 

 

 

 

 

      For

   Against

   Abstain

 

Common -

 Shares

   10,409,982

   485,589

   70,098

 

  Votes

   10,409,982

   485,589

   70,998

 

               

Class B -

 Shares

   3,958,428

   52,676

   7,869

 

  Votes

   39,584,280

   526,760

   78,690

 

               

Total -

 Shares

   14,368,410

   538,265

   77,967

 

  Votes

   49,994,262

   1,012,349

   148,788

 

               

 

 

Executed December 13, 1988.

 

  MEREDITH CORPORATION

 

     

     

  By

 /s/ Jack D. Rehm

 

    Jack D. Rehm

 

    Its President and

 

    Chief Operating Officer

 

     

     

  By

 /s/ Thomas G. Fisher

 

    Thomas G. Fisher

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss.

 

COUNTY OF POLK )

 

On this 13th day of December, A.D., 1988, before me, Marna G. Ford, a

 

Notary Public in and for said County, personally appeared Jack D. Rehm, to me

 

personally known, who being by me duly sworn did say that he is Vice President

 

of said corporation, that the seal affixed to said instrument is the seal of

 

said corporation and that said Articles of Amendment were signed and sealed on

 

behalf of said corporation by authority of its Board of Directors and the said

 

Gerald D. Thornton and Thomas G. Fisher acknowledged the execution of said

 

instrument to be the voluntary act and deed of said corporation by it

 

voluntarily executed.

 

  /s/ Marna G. Ford

  

  Marna G Ford

  

  Notary Public in and for the

  

  State of Iowa

  

 

Commission expires May 15, 1989

 

 

 

 

 

 

 

  ARTICLES OF AMENDMENT

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

To the Secretary of State of the State of Iowa

 

Pursuant to the provisions of Section 496A.58 of the Iowa Business

 

Corporation Act, the undersigned corporation adopts the following Articles of

 

Amendment to its Restated Articles of Incorporation:

 

I. The name of the corporation is Meredith Corporation. The effective

 

date of its incorporation was the 9th day of August, 1905. Its original name

 

was Successful Farming Publishing Company.

 

II. The following amendment to the Restated Articles of Incorporation

 

was adopted by the shareholders of the corporation on November 14, 1994, in the

 

manner prescribed by the Iowa Business Corporation Act:

 

RESOLVED, that the first unnumbered paragraph of Article III.A. of the

 

Company's Restated Articles of Incorporation is amended in its entirety

 

to read as follows:

 

A. Capitalization. The total number of shares of stock of all classes

 

which the corporation shall have authority to issue is 100,000,000

 

shares, of which 5,000,000 shares shall be preferred, par value $1.00

 

per share (hereinafter called "series preferred stock"), 80,000,000

 

shares of which shall be common stock, par value $1.00 per share

 

(hereinafter called "common stock)" and 15,000,000 shares of which

 

shall be class B common stock, par value $1.00 per share (hereinafter

 

called "class B stock").

 

RESOLVED FURTHER, Article III.A.3. of the Company's Restated Articles of

 

Incorporation is amended in its entirety to read as follows:

 

If and when dividends on the common stock and class B stock are

 

declared payable from time to time by the board of directors from

 

funds legally available therefor, whether payable in cash, in property

 

or in shares of stock of the corporation, the holders of common stock

 

and the holders of class B stock shall be entitled to share equally,

 

share for share, in such dividends, except that if a share dividend

 

of common stock is declared on the common stock, an equal share

 

 

 

 

 

 

 

dividend of class B stock shall be declared on the class B stock,

 

and if a share dividend of class B stock is declared on the class B

 

stock, an equal share dividend of common stock shall be declared on

 

the common stock. In no case may a share dividend of class B stock

 

be paid on common stock, nor may a share dividend of common stock be

 

paid on class B stock.

 

RESOLVED FURTHER, Article III.A.5.(c) of the Company's Restated Articles

 

of Incorporation is amended in its entirety to add the following as (v):

 

(v) The term "grandparent" means an ancestor in any degree born after

 

January 1, 1876.

 

RESOLVED FURTHER, Article III.A.7. of the Company's Restated Articles of

 

Incorporation is amended in its entirety to read as follows:

 

Notwithstanding any other provision of these Restated Articles of

 

Incorporation, the authorized shares of class B stock which may be

 

issued after the date of this amendment to the Restated Articles of

 

Incorporation may only be issued in the form of a share dividend on

 

class B stock.

 

III. The number of shares of the corporation outstanding at the time of

 

such adoption was 13,712,741, consisting of 10,149,073 shares of common stock,

 

each entitled to one vote and 3,563,668 shares of class B common stock, each

 

entitled to ten votes, voting together as a class.

 

IV. The number of shares voting, and votes cash, for, against, and

 

abstaining on the proposal to amend the first unnumbered paragraph of Article

 

III.A., Article III.A.3. and Article III.A.7. of the Restated Articles of

 

Incorporation to increase the authorized shares of class B stock solely for

 

issuance as share dividends on class B stock, to increase the authorized shares

 

of common stock and to modify provisions relating to the payment of share

 

dividends were as follows:

 

 

 

 

      For

   Against

   Abstain

 

Common -

 Shares

   3,970,846.0

   3,644,885.0

   26,348.0

 

  Votes

   3,970,846.0

   3,644,885.0

   26,348.0

 

               

Class B -

 Shares

   3,122,699.7

   22,623.8

   6,917.8

 

  Votes

   31,226,997.0

   226,238.0

   69,178.0

 

               

Total -

 Shares

   7,093,545.7

   3,667,508.8

   33,265.8

 

Total -

 Votes

   35,197,843.0

   3,871,123.0

   95,526.0

 

               

 

 

 

 

 

 

V. The number of shares voting, and votes cast, for, against, and

 

abstaining on the proposal to amend Article III.A.5.(c) of the Restated

 

Articles of Incorporation to broaden the class of "permitted transferees" of

 

class B stock were as follows:

 

 

      For

   Against

   Abstain

 

Common -

 Shares

   6,455,712.0

   1,121,586.0

   30,816.0

 

  Votes

   6,455,712.0

   1,121,586.0

   30,816.0

 

               

Class B -

 Shares

   3,118,742.8

   19,409.2

   14,089.3

 

  Votes

   31,187,428.0

   194,092.0

   140,893.0

 

               

Total -

 Shares

   9,574,454.8

   1,140,995.2

   44,905.3

 

Total -

 Votes

   37,643,140.0

   1,315,678.0

   171,709.0

 

 

 

Executed:  December 12, 1994

 

  MEREDITH CORPORATION

 

     

     

  By

 /s/ William T. Kerr

 

    William T. Kerr

 

    President and

 

    Chief Operating Officer

 

     

     

  By

 /s/ Thomas L. Slaughter

 

    Thomas L. Slaughter

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

)ss:

 

COUNTY OF POLK )

 

On this 12th day of December, A.D., 1994, before me, Teresa T. Rinker, a

 

Notary Public in and for said County, personally appeared WILLIAM T. KERR and

 

THOMAS L. SLAUGHTER, to me personally known, who being by me duly sworn, did

 

say that they are the President & Chief Operating Officer and Corporate

 

Secretary respectively of said corporation, that the seal affixed to said

 

instrument is the seal of said corporation and that said Articles of Amendment

 

were signed and sealed on behalf of said corporation by authority of its Board

 

of Directors and that the said JACK D. REHM and THOMAS L. SLAUGHTER

 

acknowledged the execution of said instrument to be the voluntary act and deed

 

of said corporation by it voluntarily executed.

 

 

 

  /s/ Teresa T. Rinker

  

  Notary Public in and for the State of Iowa

  

 

 

 

 

 

 

 

  ARTICLES OF MERGER

  

  OF

  

  MEREDITH VIDEO PUBLISHING CORPORATION

  

  INTO

  

  MEREDITH CORPORATION

  

 

 

 

Pursuant to the provisions of Section 496A.72 of the Code of Iowa,

 

Meredith Corporation, a corporation organized under the laws of the State of

 

Iowa, and owning at least ninety percent of the shares of Meredith Video

 

Publishing Corporation, a corporation organized under the laws of the State of

 

Iowa, hereby executes the following Articles of Merger:

 

FIRST: The following plan of merger was approved by resolution of the

 

Board of Directors of Meredith Corporation adopted on May 10, 1995.

 

(a) The name of the subsidiary corporation is Meredith Video Publishing

 

Corporation and the name of the surviving corporation owning at least

 

ninety percent of its shares is Meredith Corporation.

 

(b) The terms and conditions of the proposed merger are as follows:

 

All outstanding shares of the wholly-owned subsidiary corporation

 

will be canceled upon effect of the merger.

 

SECOND: The number of outstanding shares of each class of stock of the

 

subsidiary corporation and the number of shares of each class of stock owned by

 

the surviving corporation are as follows:

 

 

    No. of Shares

   No. of Shares

 

Class

   Outstanding

   Owned by Parent

 

Common

   115,000

   115,000

 

 

 

 

 

THIRD: There are no holders of shares of the subsidiary corporation

 

(Meredith Video Publishing Corporation) not owned by the surviving corporation

 

(Meredith Corporation) and the surviving corporation waived the mailing of a

 

copy of the plan of merger.

 

 

 

 

 

Dated:  May 16, 1995

 

 

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ William T. Kerr

 

    William T. Kerr

 

    President & Chief Operating Officer

 

     

     

  By:

 /s/ Thomas L. Slaughter

 

    Thomas L. Slaughter

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) SS:

 

COUNTY OF POLK )

 

On this 16th day of May, 1995, before me, Teresa T. Rinker, a Notary

 

Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS

 

L. SLAUGHTER, to me personally known, who being by me duly sworn did say that

 

they are the President and Chief Operating Officer and the Corporate Secretary

 

respectively of Meredith Corporation, an Iowa corporation, that the seal

 

affixed to said instrument is the seal of said corporation and that said

 

Articles of Merger were signed and sealed on behalf of the said corporation by

 

authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS L.

 

SLAUGHTER acknowledged the execution of said instrument to be the voluntary act

 

and deed of said corporation by it voluntarily executed.

 

 

 

  /s/ Teresa T. Rinker

  

  Notary Public in and for the State of Iowa

  

  Commission expires:  October 1, 1997

  

 

 

 

 

 

 

 

  ARTICLES OF CORRECTION

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

 

 

 

Pursuant to the provisions of Section 490.124 of the Iowa Business

 

Corporation Act, the undersigned corporation adopts the following Articles of

 

Correction to its Restated Articles of Incorporation:

 

I. The Restated Articles of Incorporation were adopted by the

 

shareholders of Meredith Corporation and filed with the Secretary of State of

 

the State of Iowa on November 14, 1983.

 

II. Article VII, Section 8 of the Restated Articles of Incorporation, as

 

filed, was incorrectly stated in that at the end of the sixth line of said

 

Section, the words "bore to the market price of the common stock of the

 

corporation," which followed the word "corporation" and preceded the word

 

"immediately" were inadvertently omitted.

 

III. The correct statement of Article VII, Section 8 of the Restated

 

Articles of Incorporation of Meredith Corporation is as follows:

 

8. The term "fair price" shall mean not less than the greater of (a)

 

the highest per share price paid by the substantial stockholder

 

in acquiring any of its shares of stock of the corporation or (b)

 

an amount which bears the same or greater percentage relationship

 

to the market price of the common stock of the corporation

 

immediately prior to the announcement of the business combination

 

equal to the highest percentage relationship that any per share

 

price theretofore paid by the substantial stockholder for any of

 

its holdings of common stock of the corporation bore to the

 

market price of the common stock of the corporation immediately

 

prior to commencement of the acquisition of the corporation s

 

common stock by the substantial stockholder.

 

 

 

 

 

Dated:  February 8, 1996

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ William T. Kerr

 

    William T. Kerr

 

    President & Chief Operating Officer

 

     

     

  By:

 /s/ Thomas L. Slaughter

 

    Thomas L. Slaughter

 

    Its Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) SS:

 

COUNTY OF POLK )

 

On this 8th day of February, 1996, before me, Teresa T. Rinker, a Notary

 

Public in and for said county, personally appeared WILLIAM T. KERR and THOMAS

 

L. SLAUGHTER, to me personally known, who being by me duly sworn did say that

 

they are the President and Chief Operating Officer and the Corporate Secretary

 

respectively of Meredith Corporation, an Iowa corporation, that the seal

 

affixed to said instrument is the seal of said corporation and that said

 

Articles of Correction were signed and sealed on behalf of the said corporation

 

by authority of its Board of Directors and the said WILLIAM T. KERR and THOMAS

 

L. SLAUGHTER acknowledged the execution of said instrument to be the voluntary

 

act and deed of said corporation by it voluntarily executed.

 

 

 

  /s/ Teresa T. Rinker

  

  Notary Public in and for the State of Iowa

  

  Commission expires:  October 1, 1997

  

 

 

 

 

 

 

 

  ARTICLES OF MERGER

  

  MERGING

  

  KCPQ ACQUISITION CORPORATION

  

  A Washington Corporation

  

  INTO

  

  MEREDITH CORPORATION

  

  An Iowa Corporation

  

 

 

 

Pursuant to Section 490.1105 of the Iowa Business Corporation Act (the "Act"), Meredith Corporation, an Iowa corporation (the "Parent Corporation"), hereby adopts the following Articles of Merger for the purpose of merging KCPQ Acquisition Corporation, a Washington corporation and wholly owned subsidiary of the Parent Corporation (the "Subsidiary Corporation"), into itself:

 

FIRST: The Plan of Merger (the "Plan of Merger") providing for the merger of the Subsidiary Corporation into the Parent Corporation, with the Parent Corporation being surviving corporation, is attached hereto as Exhibit A.

 

SECOND: The Subsidiary Corporation is incorporated under the laws of Washington, and the laws of such jurisdiction permit such a merger.

 

THIRD: The Plan of Merger was duly adopted by the board of directors of the Parent Corporation in the manner prescribed by Section 490.1104 of the Act; pursuant to Section 490.1104(3) of the Act.

 

FIFTH: The name of the surviving corporation is Meredith Corporation, and it shall be governed by the laws of the State of Iowa.

 

IN WITNESS WHEREOF, the Parent Corporation has caused these Articles of Merger to be signed by its authorized officer as of March 1, 1999.

 

 

 

  MEREDITH CORPORATION

 

     

     

  By:

 /s/ Stephen M. Lacy

 

    Name:   Stephen M Lacy

 

    Title:  Vice President -

 

            Chief Financial Officer

 

 

 

 

 

 

EXHIBIT A

 

  PLAN OF MERGER

  

  MERGING

  

  KCPQ ACQUISITION CORPORATION

  

  A Washington Corporation

  

  INTO

  

  MEREDITH CORPORATION

  

  An Iowa Corporation

  

 

 

 

WHEREAS, Meredith Corporation, an Iowa Corporation (the "Parent Corporation"), KCPQ Acquisition Corporation., a Washington corporation and wholly owned subsidiary of the Parent Corporation ("Merger Sub"), Kelly Television Co., a Washington limited partnership ("KTC") and the partners of KTC are parties to an Agreement and Plan of Merger dated August 21,1998 (the "Merger Agreement");

 

WHEREAS, the Merger Agreement provides for the merger of KTC into Merger Sub (the "First Merger"), with Merger Sub being the surviving corporation;

 

WHEREAS, upon consummation of the First Merger, Merger Sub will remain a wholly owned subsidiary of the Parent Corporation, which will continue to own all the issued and outstanding shares of capital stock of Merger Sub (Merger Sub, as the surviving corporation of the First Merger, the "Subsidiary Corporation"); and

 

WHEREAS, the Parent Corporation desires to merge the Subsidiary Corporation into itself, with the Parent Corporation being the surviving corporation.

 

NOW THEREFORE, BE IT RESOLVED, that the Parent Corporation shall merge the Subsidiary Corporation into itself (the "Second Merger"), with the Parent Corporation being the surviving corporation, and the Parent Corporation shall be possessed of all the estate, property, rights, privileges and franchises of the Subsidiary Corporation and shall assume all liabilities and obligations, if any, of the Subsidiary Corporation;

 

FURTHER RESOLVED, that, by reason of the Second Merger, all of the shares of capital stock of the Subsidiary Corporation shall be canceled, and the authorized and issued capital stock of the Parent Corporation shall not be changed, but shall be and remain the same as before the Second Merger;

 

FURTHER RESOLVED, that the articles of incorporation of the Parent Corporation in effect at the time of the Second Merger shall be and remain the articles of incorporation of the Parent Corporation as the surviving corporation of the Second Merger until amended as provided by law;

 

 

 

 

 

 

 

 

 

FURTHER RESOLVED, that the bylaws of the Parent Corporation in effect at the time of the Second Merger shall be and remain the bylaws of the Parent Corporation as the surviving corporation of the Second Merger until amended or repealed in accordance with the provisions thereof;

 

URTHER RESOLVED, that the directors and officers of the Parent Corporation at the time of the Second Merger shall be the directors and officers of the Parent Corporation as the surviving corporation of the Second Merger until their successors have been duly elected or appointed and qualified;

 

FURTHER RESOLVED, that the officers of the Parent Corporation are authorized and directed to consummate the Second Merger by making and executing Articles of Merger setting forth a copy of this Plan of Merger, and filling the same in the offices of the Secretary of the State of Washington or the office of the Secretary of State of Iowa; and

 

FURTHER RESOLVED, that the officers of the Parent Corporation by, and hereby are, authorized and directed to do all acts and things whatsoever which may be necessary or proper to effect the Second Merger.

 

 

 

 

 

 

 

  ARTICLES OF AMENDMENT

  

  TO THE

  

  RESTATED ARTICLES OF INCORPORATION

  

  OF

  

  MEREDITH CORPORATION

  

 

 

 

 

To the Secretary of State of the State of Iowa:

 

Pursuant to the provisions of Section 490 of the Iowa Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Restated Articles of Incorporation:

 

I. The name of the corporation is Meredith Corporation. The effective date of its incorporation was the 9th day of August, 1905. Its original name was Successful Farming Publishing Company.

 

II. The following amendment to the Restated Articles of Incorporation was adopted by the shareholders of the Corporation on November 10, 2003, in the manner prescribed by the Iowa Business Corporation Act:

 

WHEREAS, an amendment to the Restated Articles of Incorporation of Meredith Corporation is necessary and desirable to make said Articles conform to the Iowa Business Corporation Act in regard to director liability;

 

 

 

AND WHEREAS, said amendment requires shareholder approval to become effective;

 

 

 

IT IS HEREBY RESOLVED, that the Board of Directors of Meredith Corporation recommends that the shareholders of the Company approve the proposal that Article IX of the Restated Articles of Incorporation shall be deleted in its entirety and replaced with the following Articles IX and X:

 

 

 

IX

 

 

 

A director of the corporation shall not be personally liable to the corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. 

 

 

 

If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law.  Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the

 

 

 

 

 

personal liability or any other right or protection of a director of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

 

 

 

X

 

 

 

The corporation shall indemnify a director for liability (as such term is defined in Section 490.850(5) of the Iowa Business Corporation Act) for any action taken, or any failure to take any action, as a director, except liability for any of the following:  (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the stockholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law.  Without limiting the foregoing, the corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law.  If the Iowa Business Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law.  Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

 

 

 

III. The number of shares of the corporation outstanding at the time of such adoption was 50,171,201, consisting of 40,255,307 shares of common stock, each entitled to one vote, and 9,915,894 shares of class B common stock, each entitled to ten votes, voting together as a class.

 

IV. The number of shares voting, and votes cast, for, against, and abstaining on the proposal to delete Article IX of the Restated Articles of Incorporation in its entirety and replace it with new Articles IX and X were as follows:

 

 

      For

   Against

   Abstain

 

Common -

 Shares

   34,377,656

   1,748,424

   297,046

 

  Votes

   34,377,656

   1,748,424

   297,046

 

               

Class B -

 Shares

   8,932,267

   31,183

   19,046

 

  Votes

   89,322,670

   311,830

   190,460

 

               

Total -

 Shares

   45,405,622

        

Total -

 Votes

   126,248,086

        

               

 

 

 

 

 

 

Executed:  November 10, 2003

 

  MEREDITH CORPORATION

 

     

     

  By

 /s/ William T. Kerr

 

[SEAL]

   WILLIAM T. KERR

 

    Chairman and Chief Executive Officer

 

     

     

  By

 /s/ John S. Zieser

 

    JOHN S. ZIESER

 

    Secretary

 

 

 

 

 

 

STATE OF IOWA )

 

) ss:

 

COUNTY OF POLK )

 

 

 

On this 10th day of November, 2003, before me, Teresa T. Rinker, a Notary Public in and for said County, personally appeared WILLIAM T. KERR and JOHN S. ZIESER, to me personally known, who being by me duly sworn, did say that they are the Chairman and Chief Executive Officer and the Corporate Secretary respectively of said corporation, that the seal affixed to said instrument is the seal of the corporation and that said Articles of Amendment were signed and sealed on behalf of said corporation by authority of its Board of Directors and that the said WILLIAM T. KERR and JOHN S. ZIESER acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

 

  /s/ Teresa T. Rinker

 

  Notary Public in and for the

 

  State of Iowa