BY-LAWS
OF
THE McCLATCHY COMPANY
(As Amended and Restated as of March 20,
2012)
ARTICLE I
The Board of Directors
Section I.1 Authority of the
Board. The business and affairs of The McClatchy Company (herein called the "Company") shall be managed
by or under the direction of the Board of Directors (the "Board") or, if authorized by the Board, by or under the direction
of one or more committees thereof. Except as otherwise provided by law, the Company's Certificate of Incorporation or
these By-Laws, the Board or such committee, the Board or any committee thereof may act by unanimous written consent or, at an authorized
meeting at which a quorum is present, by the vote of the majority of the Directors present at the meeting.
Section I.2 Number of Directors;
Vacancies. The authorized number of Directors who shall constitute the Board shall be fixed from time to time by
resolution of the Board approved by at least a majority of the Directors then in office, provided that no such resolution other
than a resolution to take effect as of the next election of Directors by the stockholders shall have the effect of reducing the
authorized number of Directors to less than the number of Directors in office as of the effective time of the resolution.
Whenever there are fewer Directors in office
than the authorized number of Directors, the Board may, by resolution approved by a majority of the Directors then in office, choose
one or more additional Directors, each of whom shall hold office until the next annual meeting of stockholders and his successor
is duly elected.
Section I.3 Authorized Meetings
of the Board. The Board shall have authority to hold annual, regular and special meetings. The annual
meeting of the Board shall be held immediately following the annual meeting of the stockholders at such place as may be determined
by resolution of the Board. Regular meetings of the Board may be held at such times and places as may be determined
from time to time by resolution of the Board. Special meetings of the Board may be held at such times and places as
may be called by the Chairman of the Board, the President, or by at least three members of the Board. A special meeting
of the Board shall be an authorized meeting only if the Directors receive reasonable notice of the time and place of the meeting;
provided, however, that one day's notice shall be conclusively reasonable.
The Chairman of the Board shall preside
over all Board meetings. If the Chairman of the Board is absent, the President or a chairman chosen at the meeting
shall preside over the meeting. At all meetings of the Board, a majority of the Directors then in office shall constitute a
quorum. If any meeting of the Board shall lack a quorum, a majority of the Directors present may adjourn the
meeting from time to time, without notice, until a quorum is obtained.
Section I.4 Chairman of the Board.
The Board shall annually elect one of its members to be Chairman of the Board and shall fill any vacancy in the position of the
Chairman of the Board at such time and in such manner as the Board shall determine. The Chairman of the Board may, but need not,
be an officer of, or employed in an executive or any other capacity by the Company. If the Chairman of the Board is an officer
of, or employed in an executive or any other capacity by the Company, the Chairman of the Committee on the Board shall serve as
the independent presiding director. The independent presiding director shall not be an officer of, or employed in an executive
or any other capacity by, the Company. In addition to presiding at all meetings of the stockholders of the Company (unless the
Board or President designates another officer) and of the Board, the Chairman of the Board shall see that all orders, resolutions,
and policies adopted or established by the Board are carried into effect; and the Chairman of the Board shall do and perform such
other duties as from time to time may be assigned to the Chairman of the Board by the Board.
Section I.5 Committees. The
Board may by resolution establish committees of the Board with various powers, duties and rules of procedure. Unless
the Board otherwise provides, each committee shall conduct its business in the same manner as the Board conducts its business pursuant
to these By-Laws. Any such committee shall have a secretary and report its actions to the Board.
Section I.6 Compensation. Directors
who are not also employees of the Company shall be entitled to such compensation for their service on the Board or any committee
thereof as the Board may from time to time determine.
ARTICLE II
Officers
Section II.1 Designated Officers. The
officers of the Company shall be elected by, and serve at the pleasure of, the Board and shall consist of a President and a Secretary,
and such other officers, including, without limitation, a Treasurer, a Controller, one or more Vice Presidents, one or more Assistant
Treasurers, one or more Assistant Secretaries, and such other officers as the Board may determine as appropriate, including a Chairman
of the Board.
Section II.2 President. The
President shall be the chief executive officer of the Company. In managing its operations, he shall report as appropriate
to the Board and shall be subject to the instructions given to him by the Board. He shall have such other powers and
perform such other duties as may from time to time be granted or assigned to him by the Board.
Section II.3 Vice Presidents. In
the absence of the Chairman of the Board or the President, or in their inability or refusal to act, the Vice Presidents in the
order designated by the Board shall act in their place. The Vice Presidents shall also have such other powers and perform
such other duties as may from time to time be granted or assigned to them by the Board.
Section II.4 Treasurer. The
Treasurer shall have custody of the Company’s funds and deposit and shall deposit and pay out such funds in accordance with
the direction of the Board. The Treasurer shall also have such other powers and perform such other duties as may from
time to time be granted or assigned by the Board.
Section II.5 Assistant Treasurers. The
Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall have such other powers and perform such
other duties as may from time to time be granted or assigned to them by the Board.
Section II.6 Controller. The
Controller shall be the principal accounting officer of the Company and shall have charge of the Company's books of accounts and
records. He shall also have such other powers and perform such other duties as may from time to time be granted or assigned
to him by the Board.
Section II.7 Secretary. The
Secretary shall keep full and complete records of the proceedings of the Board, its committees, and the meetings of the stockholders;
keep the seal of the Company and affix it to all instruments which may require it; and have custody of and maintain the Company's
stockholder records. The Secretary shall also have such other powers and perform such other duties as may from time
to time be granted or assigned to him by the Board.
Section II.8 Assistant Secretaries. The
Assistant Secretaries shall assist the Secretary in the performance of his duties, and shall have such other powers and perform
such other duties as may from time to time be granted or assigned to them by the Board.
Section II.9 Other Officers. Any
other elected officer shall have such powers and perform such duties as may from time to time be granted or assigned to him by
the Board.
Section II.10 Powers of Attorney. Whenever
an applicable statute, decree, rule or regulation requires a document to be subscribed by a particular officer of the Company,
such document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as otherwise directed by the
Board.
ARTICLE III
Offices
The Company shall have an office at 2100 "Q"
Street, Sacramento, California, and shall also have offices at such other places as the Board may from time to time determine.
ARTICLE IV
Stock and Stock Certificates
Section IV.1 Common Stock. The
Board may from time to time issue new shares of the Company's "Class A Common Stock" up to the limit of
authorized shares of such class. The Board may also authorize the purchase on behalf of the Company for its treasury of
issued and outstanding shares of Class A or Class B Common Stock, and the resale, assignment or other transfer by
the Company of any such treasury shares of Class A Common Stock.
Shares of Class A
and Class B Common Stock shall be represented by certificates, which shall be registered upon the books of the Company; provided
that the Board may provide by resolution or resolutions that some or all of any or all classes or series of stock of the Company
shall be uncertificated shares. Shares represented by certificates shall be numbered and registered in a share register as they
are issued. Share certificates shall exhibit the name of the registered holder and the number and class of shares and the series,
if any, represented thereby and the par value of each share. Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares and the rights and obligations of the holders of certificated shares of the same class and
series shall be identical.
Section IV.2 Form of Certificate. Every
holder of Common Stock in the Company shall be entitled to have a certificate signed by or in the name of the Company by the Chairman
of the Board or the President and the Secretary. All such certificates shall bear the seal of the Company or a facsimile
thereof, and shall be countersigned by a Transfer Agent and Registrar for the Common Stock.
Certificates of Common Stock signed by the
Chairman of the Board or the President and the Secretary, if properly countersigned as set forth above by a Transfer Agent and
the Registrar, and if regular in other respects, shall be valid, whether such officers hold their respective positions at the date
of issue or not.
Any signature or countersignature on certificates
of Common Stock may be an actual signature or a printed or engraved facsimile.
Section IV.3 Lost, Stolen or
Destroyed Certificates. The Company may issue a new certificate of Common Stock in the place of any certificate
issued by it, alleged to have been lost, stolen or destroyed; and the Company may require the owner of the lost, stolen or destroyed
certificate to give the Company or its designated representative both an affidavit or affirmation of such loss, theft or destruction
and a bond of indemnity or indemnity agreement covering the issuance of any replacement certificate.
Section IV.4 Stock Transfers. Upon
surrender to the Company, or a transfer agent of the Company, of a certificate for shares duly endorsed by the person named in
the certificate or by an attorney lawfully constituted in writing, the Company may issue a new certificate, or, upon request, evidence
of the equivalent uncertificated shares, to the person entitled thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions from the holder of uncertificated shares, the Company shall cancel
such uncertificated shares and issue new equivalent uncertificated shares, or, upon such holder’s request, certificated shares,
to the person entitled thereto, and record the transaction upon its books. The Company may impose such additional conditions to
the transfer of its stock as may be necessary or appropriate for compliance with applicable law or to protect the Company, a Transfer
Agent or the Registrar from liability with respect to such transfer.
Section IV.5 Stockholders of
Record. The Board may fix a time as a record date for the determination of stockholders entitled to receive any
dividend or distribution declared to be payable on any shares of the Company; or to vote upon any matter to be submitted to the
vote of any stockholders of the Company; or to be present or to be represented by proxy at any meeting of the stockholders of the
Company, which record date in the case of a meeting of the stockholders shall be not more than sixty nor less than ten days before
the date set for such meeting; and other stockholders of record as of the record date shall be entitled to receive such dividend
or distribution, or to vote on such matter, or to be present or represented by proxy at such meeting.
Section IV.6 Registered Stockholders. The
Company shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive
dividends and to vote as owner. The Company shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, except as otherwise provided by federal or Delaware law.
ARTICLE V
Meetings of Stockholders
Section V.1 Annual Meeting. The
annual meeting of stockholders to elect directors and transact such other business as may properly come before the meeting shall
be held at such date, hour and place as the Board shall fix each year. At the annual meeting, the holders of Class A
Common Stock voting as a separate class shall be entitled to elect that number of Directors which constitutes twenty-five percent
(25%) of the total membership of the Board, and if such twenty-five percent (25%) is not a whole number, then the holders of the
Class A Common Stock will be entitled to elect the nearest higher whole number of directors which constitutes twenty-five percent
(25%) of such membership (the “Class A Directors”). The remaining number of authorized Directors shall be
elected by the holders of Class B Common Stock, voting as a separate class.
Section V.2 Special Meetings. Special
meetings of the stockholders for any purpose or purposes, unless prohibited by law, may be called only by the Chairman of the Board,
the President or by the Board pursuant to a resolution approved by a majority of the Board. Notice of a special meeting
of stockholders shall state the purpose or purposes of the meeting, and no other business other than that stated in the notice
shall be considered or transacted without the unanimous consent of all stockholders entitled to vote.
Section V.3 Notice of Meetings. Notice
shall be given to the stockholders of the time and place of every meeting of stockholders. Notices of special meetings
shall also specify the purpose or purposes for which the meeting has been called and indicate that the notice is being issued at
the direction of the person or persons calling the meeting. Notice of any meeting may be written or electronic, and
shall be given not less than 10 days or more than 60 days before the date of the meeting to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be directed, postage prepaid, to a stockholder at his, her or
its address as it appears on the books of the Company. If transmitted electronically, such notice shall be directed
to the stockholder’s electronic mail address as supplied by the stockholder to the Secretary of the Company or as otherwise
directed pursuant to the stockholder’s authorization or instructions.
Section V.4 Quorum. Except
as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, stockholders representing a majority of
the voting power of the issued and outstanding capital stock of the Company, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business at all meetings of the stockholders; provided that, when
any specified action is required to be voted upon by a class of stock voting as a class, the holders of a majority of the shares
of such class shall be requisite and shall constitute a quorum for the transaction of such specified action. For the
election of directors, a plurality of the votes cast by the respective classes shall be sufficient to elect the Directors to be
elected by each such class.
Section V.5 Adjournments. The
chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person
or by proxy may adjourn the meeting from time to time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At
the reconvened meeting the Company may transact any business which might have been transacted at the original meeting. If
the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the reconvened meeting, a
notice of the reconvened meeting shall be given to each stockholder of record entitled to vote at the meeting in accordance with
the provisions of Section V.3 of these By-laws.
Section V.6 Voting. Each
holder of Class A Common Stock entitled to vote on any action proposed at a meeting of stockholders shall have one-tenth
(1/10) of a vote for each share and each holder of Class B Common Stock entitled to vote on any action proposed at a meeting of
stockholders shall have one (1) vote for each share. Each stockholder entitled to vote at a meeting of stockholders
shall be entitled to vote in person or by proxy for each share of voting stock held of record by him, her or it. Each
stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by
proxy authorized by an instrument in writing executed by the stockholder of record or by a transmission permitted by law and filed
with the Secretary of the Company; provided, however, that no such instrument or transmission may appoint more than three persons
to act as proxies. If an instrument or transmission shall purport to appoint more than three persons to act as proxies,
the Company shall recognize as proxies only the first three persons listed as appointed. No proxy shall be valid after
the expiration of three years from the date of its execution or transmission, unless the person executing or transmitting it specifies
therein that the proxy shall continue for a longer period.
Section V.7 Conduct of Meetings. The
Chairman of the Board, or such other officer designated by the Board or the President, shall have authority to establish rules
for the conduct of a meeting of stockholders and shall be the chairman thereof. The chairman presiding at any meeting
of stockholders shall have authority to take such action as may, in his or her judgment, be necessary and proper for the conduct
of the meeting and in the best interests of the Company and the stockholders in attendance in person or by proxy.
Section V.8 Nominations and Proposals of
Business for Stockholder Consideration. Nominations of persons for election to the Board of the Company and the
proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the
Company’s notice of the meeting, (ii) by or at the direction of the Board or (iii) by any stockholder of the Company who
is entitled to vote at the meeting on the nomination or other proposal, and who, in the case of a holder of Class A Common Stock,
has complied with the notice procedures set forth in Section V.9 of this Article V. Holders of Class A Common Stock
may only nominate persons for election as Class A Directors.
Section V.9 Advance Notice of Shareholder
Proposals and Director Nominations. At an annual meeting of stockholders, only such business shall be considered
as shall have been properly brought before the meeting. For nominations or other business to be properly brought before
an annual meeting by a holder of Class A Common Stock pursuant to clause (iii) of Section V.8 of this Article V, the stockholder
must have given timely notice thereof in proper written form to the Secretary of the Company.
(i) To be timely,
a stockholder’s written notice must be delivered to and received by the Secretary at the principal executive offices of the
Company not less than 90 days or more than 120 days prior to the first anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than
60 days from such anniversary date, notice by the stockholder to be timely must be delivered to the Secretary at the principal
executive offices of the Company not later than the close of business on the later of (i) the 90th
day prior to such annual meeting or (ii) the 10th day following the day on which the Public Announcement of the date
of such meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a stockholder’s notice as described in this Section V.9. “Public
Announcement” shall mean disclosure in a press release issued by the Company and reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the
“1934 Act”).
(ii) To be in proper written
form, such stockholder’s notice shall set forth
(a) as to each person
whom the stockholder proposes to nominate for election as a director: (1) the name, age, business address and residence address
of the nominee, (2) the principal occupation or employment of the nominee, (3) the class and number of shares of the Company that
are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (4) whether and the
extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of
the nominee with respect to any securities of the Company, and whether any other agreement, arrangement or understanding (including
any short position or any borrowing or lending of shares) has been made, (5) a description of all arrangements and understandings
between the stockholder and each nominee and any other persons pursuant to which the nominations are to be made by the stockholder,
(6) a written statement executed by the nominee acknowledging that as a Class A Director of the Company, the nominee will owe fiduciary
duties under Delaware law to the Company and its stockholders and (7) any other information relating to such nominee that would
be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or
that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including the nominee’s written consent
to being named in the proxy statement, if any, as a nominee and to serving as a Class A Director if elected);
(b) as to any other business
that the stockholder proposes to bring before the meeting, (1) a brief description of the business desired to be brought before
the meeting, (2) the reasons for conducting such business at the meeting and (3) any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
(c) as to the stockholder
giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any Stockholder Associated
Person (as defined below), (1) the name and address of such stockholder, as they appear on the Company’s books, and of such
beneficial owner and any Stockholder Associated Person, (2) the class and number of shares of the Company which are owned beneficially
and of record by such stockholder, such beneficial owner and any Stockholder Associated Person and any derivative positions held
or beneficially held by the stockholder or any Stockholder Associated Person, (3) whether and the extent to which any hedging or
other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated
Person with respect to any securities of the Company, and whether any other agreement, arrangement or understanding (including
any short position or any borrowing or lending of shares) has been made and (4) any material interest of the stockholder or a Stockholder
Associated Person in such business. In addition, to be in proper written form, a stockholder’s notice to the secretary
shall be supplemented not later than 10 days following the record date to disclose the information contained in clauses (2) and
(3) above as of the record date. For purposes of this Section V.9, a “Stockholder Associated Person” of
any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii)
any beneficial owner of shares of stock of the Company owned of record or beneficially by such stockholder and on whose behalf
the nomination or proposal is made, and (iii) any person controlling, controlled by or under common control with such person referred
to in the preceding clauses (i) and (ii).
(iii) The provisions
of this Section V.9 are the exclusive means for a holder of Class A Common Stock to make a nomination or propose business before
an annual meeting, unless a holder of Class A Common Stock proposes nominations or business to be included in the Company’s
proxy materials, in which case the stockholder shall also comply with Rule 14a-8 under the Exchange Act. The chairperson
of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination or proposal of
business was not properly brought before the annual meeting in accordance with the provisions of this Section V.9, and, if the
chairperson should so determine, he or she shall so declare at the annual meeting that any such nomination or proposal of business
not properly brought before the annual meeting shall not be heard.
ARTICLE VI
Corporate Seal
The Company shall not have a corporate seal.
ARTICLE VII
Amendments
These By-Laws may be amended or repealed,
and new by-laws adopted, by the Board; but the stockholders may adopt additional by-laws and may amend or repeal any by-law whether
or not adopted by them.
