[Amended & Restated: 4/23/96]
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated Under the Laws of Pennsylvania
[Amended & Restated 4/23/96]
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated Under the Laws of Pennsylvania
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting.
An annual meeting of shareholders for the election
of directors and the transaction of such other business
as may properly come before the meeting shall be held on
the fourth Tuesday in April of each year, at 10:00 a.m.,
prevailing time, or at such other hour as the Board of
Directors may designate, or on such other day and at such
hour as the Board of Directors may designate. If the day
fixed for the meeting is a legal holiday, the meeting
shall be held at the same hour on the next succeeding
full business day which is not a legal holiday.
SECTION 2. Special Meetings.
Special meetings of shareholders may be called only
by the Chairman of the Board, the President, or a
majority of the directors in office, except to the extent
otherwise required by Section 2521(b) of the Business
Corporation Law of 1988, as amended. Upon written
request of any person or persons who shall have duly
called a special meeting, it shall be the duty of the
Secretary to fix the date and hour of the meeting, to be
held not more than sixty (60) days after the receipt of
the request. The only business to be transacted at a
special meeting of shareholders shall be the business
stated in the notice provided pursuant to Section 4 of
this Article I.
SECTION 3. Place.
Each annual or special meeting of shareholders shall
be held at the principal office of the Corporation or at
such other place in Pennsylvania or elsewhere as the
Board of Directors or the person calling the meeting may
designate.
SECTION 4. Notice.
Written notice stating the place, day and hour of
each meeting of shareholders and, in the case of a
special meeting, the general nature of the business to be
transacted, shall be mailed by the Secretary at least ten
(10) days before the meeting to each shareholder of
record entitled to vote at the meeting to his address
appearing on the books of the Corporation or supplied by
him to the Corporation for the purpose of notice.
SECTION 5. Quorum.
The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular
matter shall constitute a quorum for the purpose of
considering such matter at a meeting of shareholders. If
a quorum is not present in person or by proxy, those
present may adjourn from time to time to reconvene at
such time and place as they may determine. In the case
of a meeting called for the election of directors, those
present in person or by proxy at the second of such
adjourned meetings, although less than a quorum for any
other purpose, shall nevertheless constitute a quorum for
the purpose of electing directors at such second
adjourned meeting.
SECTION 6. Voting.
Shareholders shall be entitled to one vote for each
share of stock owned by them on the books of the
Corporation and entitled to vote at the particular
meeting when the shareholder is present, either in person
or by duly authorized proxy. Shareholders shall be
entitled to cumulative voting rights in accordance with
the Pennsylvania Business Corporation Law.
SECTION 7. Record Dates.
The Board of Directors may fix a time not more than
fifty (50) days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any
dividend or distribution, or the date for the allotment
of rights, or the date when any change or conversion or
exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders
entitled to notice of or to vote at any such meeting, or
to receive payment of any such dividend or distribution,
or to receive any such allotment of rights, or to
exercise the rights in respect to any such change,
conversion or exchange of shares. In such case, only
such shareholders as shall be shareholders of record at
the close of business on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to
receive payment of such dividend or distribution, or to
receive such allotment of rights, or to exercise such
rights in respect to any change, conversion or exchange
of shares as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation
after the record date fixed as aforesaid.
SECTION 8. Advance Notice of Shareholder Proposals.
At any annual meeting of shareholders, only such
business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any shareholder of the
Corporation who complies with the notice procedures set
forth in this Section 8. For business to be properly
brought before any annual meeting of the shareholders by
a shareholder, the shareholder must be entitled by
Pennsylvania law to present such business and such
shareholder must have given timely written notice of such
shareholder s intent to make such presentation. To be
timely, a shareholder s notice must have been received by
the Secretary of the Corporation not less than sixty (60)
nor more than ninety (90) days in advance of the first
anniversary of the previous year's annual meeting;
provided, however, that in the event that the date of the
annual meeting is changed by more than thirty (30) days
from such anniversary date, notice by the shareholder to
be timely must have been received no later than the close
of business on the 10th day following the day on which
public announcement of the date of such meeting is first
made. Each such notice shall set forth: (i) a brief
description of each item of business desired to be
brought before the meeting and the reasons for conducting
such business at the meeting; (ii) the name and address,
as they appear on the Corporation's books, of the
shareholder proposing such business; (iii) a
representation by the shareholder proposing such business
that such shareholder is a holder of record of shares of
the Corporation and will be entitled to vote at such
meeting and intends to appear in person or by proxy at
the meeting; (iv) the class and number of shares of the
Corporation that are beneficially owned by the
shareholder; and (v) as to each item of business the
shareholder proposes to bring before the meeting, any
material interest of the shareholder in such business.
In addition, the shareholder making such proposal shall
promptly provide any other information reasonably
requested by the Corporation. Only such business shall
be conducted at any annual meeting of shareholders as
shall have been brought before such meeting in accordance
with the requirements set forth in this By-law.
Notwithstanding the foregoing provisions of this By-law,
a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with
respect to the matters set forth in this By-law. Nothing
in this By-law shall be deemed to affect any rights of
any shareholder to request inclusion of a proposal in the
Corporation s proxy statement pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Except as otherwise required by
law, the chairman of any annual meeting of shareholders
shall have the power and duty (x) to determine whether
any business proposed to be brought before the meeting
was brought in accordance with the requirements set forth
in this By-law and (y) if any proposed business was not
brought in compliance with this By-law to declare that
such defective proposal shall be disregarded. For
purposes of this By-law and the next succeeding By-law,
"public announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service, the
Associated Press or any comparable national news service
or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
SECTION 9. Advance Notice of Shareholder Nominations.
Nominations for the election of directors may be
made by the Board of Directors or by any shareholder
entitled to vote generally in the election of directors;
provided, however, that a shareholder may nominate a
person for election as a director at a meeting only if
timely written notice of such shareholder's intent to
make such nomination has been given to the Secretary of
the Corporation. To be timely, a shareholder s notice
must have been received by the Secretary of the
Corporation (a) in the case of an annual meeting, not
less than sixty (60) nor more than ninety (90) days in
advance of the first anniversary of the previous year's
annual meeting; provided, however, that in the event that
the date of the annual meeting is changed by more than
thirty (30) days from such anniversary date, notice by
the shareholder to be timely must have been received no
later than the close of business on the 10th day
following the day on which public announcement of the
date of such meeting is first made; and (b) in the case
of a special meeting at which directors are to be
elected, not later than the close of business on the
fifth day following such public announcement. Each such
notice shall set forth: (i) the name and address, as
they appear on the Corporation s books, of the
shareholder who intends to make the nomination and the
name(s) and address(es) of the person or persons to be
nominated; (ii) a representation that the shareholder is
a holder of record of shares of the Corporation and will
be entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting and nominate the
person or persons specified in the notice; (iii) the
class and number of shares of the Corporation that are
beneficially owned by the shareholder; (iv) a description
of all arrangements or understandings between the
shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the
shareholder; (v) such other information regarding each
nominee proposed by such shareholder as would be required
to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated,
by the Board of Directors; and (vi) the consent of each
nominee to serve as a director of the Corporation, if so
elected. In addition, the shareholder making such
nomination shall promptly provide any other information
reasonably requested by the Corporation. Notwithstanding
anything in these By-laws to the contrary, no person
shall be eligible for election as a director of the
Corporation unless nominated in accordance with the
procedures set forth in this Section 9. Notwithstanding
the foregoing provisions of this By-law, a shareholder
shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this By-law.
Nothing in this By-law shall be deemed to affect any
rights of the holders of any series of Preference Stock
to elect directors under specified circumstances. Except
as otherwise required by law, the chairman of any meeting
of shareholders shall have the power and duty (x) to
determine whether a nomination was made in accordance
with the requirements set forth in this By-law and (y) if
any proposed nomination was not made in compliance with
this By-law, to declare that such defective nomination
shall be disregarded.
ARTICLE II
DIRECTORS
SECTION 1. Number and Terms.
The business and affairs of the Corporation shall be
managed by a Board of Directors, which shall have the
number of members set forth in the Articles of
Incorporation of the Corporation. The Directors of the
Corporation shall serve for such terms as shall be
specified in the Articles of Incorporation.
SECTION 2. Vacancies.
Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of
directors, shall be filled in the manner specified in the
Articles of Incorporation.
SECTION 3. Annual Meeting.
An annual meeting of the Board of Directors shall be
held each year as soon as practicable after the annual
meeting of shareholders, at the place where such meeting
of shareholders was held or at such other place as the
Board may determine, for the purposes of organization,
election or appointment of officers and the transaction
of such other business as shall come before the meeting.
No notice of the meeting need be given.
SECTION 4. Regular Meetings.
Regular meetings of the Board of Directors may be
held without notice at such times and at such places in
Pennsylvania or elsewhere as the Board may determine.
SECTION 5. Special Meetings.
Special meetings of the Board of Directors may be
called only by the Chairman of the Board, the President,
or a majority of the directors in office, to be held at
such time (as will permit the giving of notice as
provided in this Section) and at such place in
Pennsylvania or elsewhere as may be designated by the
person or persons calling the meeting. Notice of the
place, day and hour of such special meeting shall be
given to each director by the Secretary (i) by written
notice deposited in the United States mail not later than
during the third full business day immediately preceding
the day for such meeting or (ii) by telephone, telex,
facsimile transmission or other oral, written or
electronic means received not later than 24 hours before
the meeting. The notice need not refer to the business
to be transacted at the meeting except action under
Article VII of the By-laws.
SECTION 6. Quorum.
A majority of the directors in office shall
constitute a quorum for the transaction of business but
less than a quorum may adjourn from time to time to
reconvene at such time and place as they may determine.
SECTION 7. Compensation.
Directors shall receive such compensation for their
services as shall be determined by the Board of
Directors.
SECTION 8. Committees.
The Board of Directors may, by resolution adopted by
a majority of the directors then in office, appoint an
Executive Committee of three or more directors. To the
extent provided in such resolution, the Executive
Committee shall have and may exercise the authority of
the Board in the management of the business of the
Corporation. The Board may appoint such other committees
as it may deem advisable, and each such committee shall
have such authority and perform such duties as the Board
may determine. At each meeting of the Board, all action
taken by each committee since the preceding meeting of
the Board shall be reported to it.
SECTION 9. Remote Participation in Meetings.
One or more director may participate in a meeting of
the Board or any committee thereof by means of a
conference telephone or similar communications equipment
by means of which all persons participating in the
meeting can hear each other.
SECTION 10. Consent Action.
Action which may be taken at a meeting of the
directors or the members of the Executive Committee or
any other committee may be taken without a meeting, if a
consent or consents in writing, setting forth the action
so taken, shall be signed by all of the directors or the
members of the particular committee, as the case may be,
and shall be filed with the Secretary of the Corporation.
SECTION 11. Limit on Liability.
(a) To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as in effect on January 27,
1987, or as thereafter amended, permit elimination or
limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary
damages as such for any Action taken, or any failure to
take any action, as a director.
(b) This Section 11 shall not apply to any actions
filed prior to January 27, 1987, nor to any breach of
performance of duty or any failure of performance of duty
by any director of the Corporation occurring prior to
January 27, 1987.
(c) The provisions of this Section 11 shall be
deemed to be a contract with each director of the
Corporation who serves as such at any time while this
Section 11 is in effect and each such director shall be
deemed to be doing so in reliance on the provisions of
this Section 11. Any amendment or repeal of this Section
11 or adoption of any other by-law or provision of the
Articles of Incorporation, which has the effect of
increasing director liability, shall operate
prospectively only and shall not affect any action taken,
or any failure to act, prior to the adoption of such
amendment, repeal, other by-law or provision.
ARTICLE III
OFFICERS AND AGENTS
SECTION 1. Officers.
The Board of Directors at any time may elect a
Chairman of the Board, a President, one or more Vice
Presidents, a Treasurer and a Secretary. It may
designate any one or more Vice Presidents as Executive
Vice Presidents, Senior Vice Presidents, Financial Vice
Presidents or otherwise, and may elect or appoint such
additional officers and agents as the Board may deem
advisable. Any two or more offices may be held by the
same person except the offices of Chairman of the Board
and Secretary and the offices of President and Secretary.
SECTION 2. Term.
Each officer and each agent shall hold office until
his successor is elected or appointed and qualified or
until his death, resignation or removal by the Board of
Directors.
SECTION 3. Authority, Duties and Compensation.
All elected or appointed officers and agents shall
have such authority and perform such duties as may be
provided in the By-laws or as may be determined by the
Board of Directors or the Chairman of the Board. They
shall receive such compensation for their services as may
be determined by the Board of Directors or in a manner
approved by it. Notwithstanding any other provisions of
these By-laws, the Board shall have power from time to
time by resolution to prescribe by what officers or
agents particular documents or instruments shall be
signed, countersigned, endorsed or executed, provided,
however, that any person, firm or corporation shall be
entitled to accept and to act upon any document or
instrument signed, countersigned, endorsed or executed by
officers or agents of the Corporation pursuant to the
provisions of these By-laws unless prior to receipt of
such document or instrument such person, firm or
corporation has been furnished with a certified copy of
a resolution of the Board prescribing a different
signature, countersignature, endorsement or execution.
SECTION 4. Chairman of the Board.
The Chairman of the Board shall preside at all
meetings of the Board of Directors and Executive
Committee. The Chairman of the Board shall sign all
certificates of stock of the Corporation or cause them to
be signed in facsimile or otherwise as permitted by law.
SECTION 5. President.
The President shall be the principal officer of the
Corporation and shall be charged with and have the
direction and supervision of its business and operations
as shall from time to time be established by the Board of
Directors. The President shall preside at all meetings
of shareholders. In the absence of the Chairman of the
Board, the President shall preside at all meetings of the
Board of Directors.
SECTION 6. Treasurer.
The Treasurer shall keep and account for all moneys,
funds and property of the Corporation which shall come
into his hands, and shall render such accounts and
present such statements to the Board of Directors as may
be required of him. Unless the Board shall prescribe
otherwise, the Treasurer shall deposit all funds of the
Corporation which may come into his hands in such bank or
banks as the Board may designate and in accounts in the
name of the Corporation, shall endorse for collection
bills, notes, checks and other negotiable instruments
received by the Corporation, shall sign all checks and
other negotiable instruments of the Corporation or cause
them to be signed in facsimile or otherwise as the Board
may determine, shall countersign all certificates of
stock of the Corporation or cause them to be
countersigned in facsimile or otherwise as permitted by
law, and shall pay out money as the business of the
Corporation may require, taking proper vouchers therefor.
In the absence or disability of the Treasurer, an
Assistant Treasurer shall have the authority and perform
the duties of the Treasurer.
SECTION 7. Secretary.
The Secretary shall give or cause to be given all
required notices of meetings of shareholders and of the
Board of Directors, shall attend such meetings when
practicable, shall record and keep the minutes and all
other proceedings thereof, shall attest such records
after every meeting by his signature, shall safely keep
all documents and papers which shall come into his
possession, shall truly keep the books and records of the
Corporation appertaining to his office, and shall present
statements thereof when required by the Board. The
Secretary shall have custody of the corporate seal, which
seal or a facsimile thereof may be impressed, affixed or
reproduced, and attested by the Secretary for the
authentication of documents or instruments requiring the
seal and bearing the signature of a duly authorized
officer or agent. In the absence or disability of the
Secretary, an Assistant Secretary shall have the
authority and perform the duties of the Secretary.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER
PERSONS
SECTION 1. Right to Indemnification.
Except as prohibited by law and set forth below,
every director and officer of the Corporation shall be
entitled as of right to be indemnified by the Corporation
against expenses and any liability paid or incurred by
such person in connection with any actual or threatened
claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or
otherwise, in which such person may be involved, as a
party, witness or otherwise, or is threatened to be
involved by reason of such person being or having been a
director or officer of the Corporation or by reason of
the fact that such person is or was serving at the
request of the Corporation as a director, officer,
employee, fiduciary agent, or other representative of
another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim,
action, suit or proceeding hereinafter being referred to
as an "Action"); provided, that no such right of
indemnification shall exist in any case where the act or
failure to act giving rise to the claim to
indemnification is determined by a court to have
constituted willful misconduct or recklessness, and
provided further, that no such right of indemnification
shall exist with respect to an Action brought by a
director or officer against the Corporation except as
provided in the last sentence of this Section 1.
Indemnification hereunder shall include the right to have
expenses incurred by such person in connection with
defending a civil or criminal Action paid by the
Corporation in advance of the final disposition of such
Action upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately
be determined that such person is not entitled to be
indemnified by the Corporation. Persons who are not
directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or
to another such entity at the request of the Corporation
to the extent the Board of Directors at any time
denominates such person as entitled to the benefits of
this Section 1. Any director or officer of the
Corporation serving (i) another corporation, of which a
majority of the shares entitled to vote in the election
of its directors is held by the Corporation, or (ii) any
employee benefit plan of the Corporation or any
corporation referred to in clause (i), in any capacity,
shall be deemed to be doing so at the request of the
Corporation. As used herein, "expenses" shall include
fees and expenses of counsel selected by such person and
"liability" shall include amounts of judgments, excise
taxes, fines and penalties, and amounts paid in
settlement (with the written consent of the Corporation,
which consent shall not be unreasonably withheld). With
respect to any Action brought by a director or officer
against the Corporation, the director or officer shall be
entitled to be indemnified for expenses incurred in
connection with such Action pursuant to this Section only
(a) if the Action is a suit brought as a claim for
indemnity under Section 2 of this Article IV or
otherwise, (b) if the director or officer is successful
in whole or in part in the Action for which expenses are
claimed, or (c) if the indemnification for expenses is
included in a settlement of the Action or is awarded by
a court.
SECTION 2. Right of Claimant to Bring Suit.
If a claim under Section 1 of this Article IV is not
paid in full by the Corporation within thirty (30) days
after a written claim has been received by the
Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid
amount of the claim, and, if successful in whole or in
part, the claimant shall also be entitled to be paid the
expense of prosecuting such claim. It shall be a defense
to any such suit that the claimant's conduct was such
that under Pennsylvania law the Corporation is prohibited
from indemnifying the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal
counsel or its shareholders) to have made a determination
prior to the commencement of such suit that
indemnification of the claimant is proper in the
circumstances, nor an actual determination by the
Corporation (including its Board of Directors,
independent legal counsel or its shareholders) that the
claimant's conduct was such that indemnification is
prohibited by law, shall be a defense to the suit or
create a presumption that the claimant's conduct was such
that indemnification is prohibited by law.
SECTION 3. Insurance and Funding.
The Corporation may purchase and maintain insurance
to protect itself and any person eligible to be
indemnified hereunder against any liability or expense
asserted or incurred by such person in connection with
any Action, whether or not the Corporation would have the
power to indemnify such person against such liability or
expense by law or under the provisions of this Article
IV. The Corporation may create a trust fund, grant a
security interest, cause a letter of credit to be issued
or use other means (whether or not similar to the
foregoing) to ensure the payment of such sums as may
become necessary to effect indemnification as provided
herein.
SECTION 4. Non-Exclusivity; Nature and Extent of
Rights.
The right of indemnification and advancement of
expenses provided for in this Article IV (i) shall not be
deemed exclusive of any other rights, whether now
existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any
agreement, by-law or charter provision, vote of
shareholders or directors or otherwise, (ii) shall be
deemed to create contractual rights in favor of persons
entitled to indemnification hereunder, and (iii) shall
continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated
as entitled to indemnification hereunder and shall inure
to the benefit of the heirs, executors and administrators
of persons entitled to indemnification hereunder. The
right of indemnification provided for herein may not be
amended or repealed so as to limit in any way the
indemnification provided for herein with respect to any
acts or omissions occurring prior to the adoption of any
such amendment or repeal.
SECTION 5. Applicable Law.
Any person entitled to be indemnified or to the
reimbursement or the advancement of expenses as a matter
of right pursuant to this Article IV may elect to have
the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events
giving rise to the Action, to the extent permitted by
law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. Effective Date.
This Article IV shall apply to every Action other
than an Action filed prior to January 27, 1987, except
that it shall not apply to the extent that Pennsylvania
law does not permit its application to any breach of
performance of duty by any person eligible to be
indemnified hereunder occurring prior to January 27,
1987. Article IV of these By-laws, as in effect prior to
the adoption of this Article IV, shall continue to remain
in full force and effect for all Actions that are not
covered by this Article IV.
ARTICLE V
FISCAL YEAR AND ANNUAL REPORT
SECTION 1. Fiscal Year.
The fiscal year of the Corporation shall be the
calendar year.
SECTION 2. Annual Report.
The Board of Directors shall cause a report to be
mailed to the shareholders as soon as practicable after
the close of each fiscal year. The report shall include
financial statements showing the financial position of
the Corporation and its subsidiaries at the end of the
fiscal year and the results of their operations for the
year. Such financial statements shall be examined by
independent public accountants appointed for the purpose
by the Board and shall be accompanied by such
accountants' opinion with respect thereto.
ARTICLE VI
SHARE TRANSFERS AND RECORDS
The Board of Directors may appoint a transfer agent
or transfer agents and a registrar or registrars to make
and record all transfers of shares of stock of the
Corporation of any class. Each transfer agent shall
prepare transfer records showing transfers made through
the office of such agent. A share register shall be kept
at the registered office of the Corporation. Such share
register shall constitute books of the Corporation with
respect to shares of stock of any class and the holders
of record thereof, provided that the Board of Directors
may designate instead as the books of the Corporation for
this purpose a share register kept at the office of a
transfer agent or registrar. If the Board of Directors
shall have appointed a transfer agent or transfer agents
and a registrar or registrars for stock of any class,
transfers of stock of such class shall be made by such
transfer agent or transfer agents at their offices and
shall be recorded in their books and in the books of the
registrar or registrars. In case of loss, destruction or
theft of a certificate of stock, another may be issued in
lieu thereof in such manner and upon such terms as the
Board of Directors shall authorize.
ARTICLE VII
AMENDMENT OF BY-LAWS
Except as otherwise provided in the Articles of
Incorporation of the Corporation, these By-laws may be
altered or amended by a vote of a majority of the members
of the Board of Directors at any regular or special
meeting duly convened after notice of that purpose;
subject, however, to the power of the shareholders, as
set forth in the Articles of Incorporation, to change or
repeal the By-laws at any annual or special meeting duly
convened after notice of that purpose.
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. When Operative.
The emergency By-laws provided by the following
sections shall be operative during any emergency
resulting from warlike damage or an attack on the United
States or any nuclear or atomic disaster, notwithstanding
any different provision in the preceding articles of the
By-laws or in the Articles of Incorporation of the
Corporation or in the Pennsylvania Business Corporation
Law. To the extent not inconsistent with the emergency
By-laws, the By-laws provided in the preceding articles
shall remain in effect during such emergency and upon the
termination of such emergency the emergency By-laws shall
cease to be operative unless and until another such
emergency shall occur.
SECTION 2. Meetings.
During any such emergency:
(a) Any meeting of the Board of Directors may
be called by any director. Whenever any officer of
the Corporation who is not a director has reason to
believe that no director is available to
participate in a meeting, such officer may call a
meeting to be held under the provisions of this
section.
(b) Notice of each meeting called under the
provisions of this section shall be given by the
person calling the meeting or at his request by any
officer of the Corporation. The notice shall
specify the time and the place of the meeting,
which shall be the head office of the Corporation,
if feasible, and otherwise any other place
specified in the notice. Notice need be given only
to such of the directors as it may be feasible to
reach at the time and may be given by such means as
may be feasible at the time, including publication
or radio. If given by mail, messenger, telephone
or telegram, the notice shall be addressed to the
director at his residence or business address or
such other place as the person giving the notice
shall deem suitable.
In the case of meetings called by an officer
who is not a director, notice shall also be given
similarly, to the extent feasible, to the persons
named on the list referred to in part (c) of this
section. Notice shall be given at least two days
before the meeting if feasible in the judgment of
the person giving the notice and otherwise the
meeting may be held on any shorter notice he shall
deem suitable.
(c) At any meeting called under the
provisions of this section, the director or
directors present shall constitute a quorum for the
transaction of business. If no director attends a
meeting called by an officer who is not a director
and if there are present at least three of the
persons named on a numbered list of personnel
approved by the Board of Directors before the
emergency, those present (but not more than the
nine appearing highest in priority on such list)
shall be deemed directors for such meeting and
shall constitute a quorum for the transaction of
business.
SECTION 3. Lines of Succession.
The Board of Directors, during as well as before any
such emergency, may provide, and from time to time
modify, lines of succession in the event that during such
an emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of
discharging their duties.
SECTION 4. Offices.
The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change
the head office or designate several alternative head
offices or regional offices, or authorize the officers so
to do.
SECTION 5. Liability.
No officer, director or employee acting in
accordance with these emergency By-laws shall be liable
to the Corporation or any shareholder thereof, except for
willful misconduct.
SECTION 6. Repeal or Change.
The emergency By-laws shall be subject to repeal or
change by action of the Board of Directors or by action
of the shareholders, except that no such repeal or change
shall modify the provisions of Section 5 with regard to
action or inaction prior to the time of such repeal or
change.
ARTICLE IX
NON-APPLICABILITY OF STATUTE
Subchapter E of Chapter 25 of the Pennsylvania 1988
Business Corporation Law (formerly known as Section 910
of the Pennsylvania Business Corporation Law) shall not
be applicable to the Corporation. (This By-law provision
was adopted by action of the Board of Directors on
February 28, 1984, and may not be rescinded except by an
Amendment to the Articles of the Corporation.)
Subchapters G and H of Chapter 25 of the
Pennsylvania 1988 Business Corporation Law shall not be
applicable to the Corporation. (This By-law provision
was adopted by action of the Board of Directors on July
20, 1990.)