GANNETT CO., INC.
February 25, 1997
Meetings of Stockholders
Section 1. Annual Meetings: The annual meeting of the stockholders for the election of directors and for the
transaction of such other business as may come before the meeting shall be held on such date and at such hour as
shall each year be fixed by the Board of Directors.
Section 2. Special Meetings: Except as otherwise required by law and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special
meetings of the stockholders may be called only by the Chairman of the Board or by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of Directors.
Section 3. Place of Meeting: Meetings of stockholders of the Corporation shall be held at such place, either
within or without the State of Delaware, as shall be fixed by the Board of Directors in the case of meetings called
by the Board, or by the Chairman of the Board in the case of meetings called by the Chairman, and specified in
the notice of said meeting.
Section 4. Notice of Meetings: Except as otherwise permitted or provided by law or these By-laws, written
notice of each meeting of the stockholders shall be given to each stockholder of record entitled to vote at such
meeting, whether annual or special, not less than ten (10) nor more than sixty (60) days before the day on which
the meeting is to be held. A written waiver of notice of any meeting of stockholders, signed by the person entitled
to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Notice of any
adjourned meeting of stockholders shall not be required to be given, except where expressly required by law.
Section 5. Organization: At each meeting of the stockholders, the Chairman of the Board, or in his absence, the
Vice Chairman, or in the absence of both officers, an officer selected by th