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BY-LAWS
OF
CROWN CORK & SEAL COMPANY, INC.
(A PENNSYLVANIA CORPORATION)
ARTICLE 1
Shareholders
SECTION 1: Annual Meetings.
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The Corporation shall hold annually a regular meeting of its shareholders for
the election of Directors and for the transaction of general business which may
properly come before the meeting in accordance with these By-Laws in
Philadelphia, Pennsylvania, on the fourth (4th) Thursday in April in each year
at 11:00 a.m., local time, or at such other place, on such other date or at such
other time as may be designated by the Board of Directos.
SECTION 2: Special Meetings.
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Special meetings may be called by a majority of the Board of Directors or the
chief executive officer, to meet at such place or time as may be designated by
the Board of Directors or the chief executive officer, respectively. Except as
provided by law, the shareholders shall not be entitled to call a special
meeting. SECTION 3: Notice of Meetings. Written or printed notice of every
annual and every special meeting of the shareholders shall be given to each
shareholder of record entitled to vote at such meeting by mail, postage prepaid
and addressed to the address on the books of the Corporation, or as otherwise
provided by law, at least ten (10) days before such meeting. Notice of every
special meeting shall state the place, date and time of the meeting and the
business proposed to be transacted. Failure to give notice of any annual
meeting, or any irregularity in such notice, shall not affect the validity of
any annual meeting or of any proceedings at any such meeting. Notice of any
meeting of shareholders need not be given to any shareholder who waives notice
thereof in writing either before or after the holding thereof, and attendance at
any such meeting shall constitute waiver of notice thereof except as otherwise
provided by law. No notice of any adjourned meeting of shareholders or of the
business to be transacted at an adjourned meeting need be given by the
Corporation.
SECTION 4: Quorum.
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At all meetings of shareholders, the presence, in person or by proxy, of
shareholders entitled to cast a majority in number of votes shall be necessary
to constitute a quorum for the transaction of business; but in the absence of a
quorum, the shareholders present in person or by proxy at the time and place
fixed for such meeting, or at the time and place of any adjournment thereof,
may, by majority vote, adjourn the meeting from time to time, but not for a
period of over fifteen (15) days with respect to any meeting at which directors
are to be elected or a period of over thirty (30) days with respect to any other
meeting at any one time.
SECTION 5: Voting.
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Except in cases in which it is by statute, by the Articles of Incorporation or
by these By-Laws otherwise provided, each shareholder entitled to vote at such
meeting shall be entitled to cast one vote for each share of stock held by him,
and a majority of the votes cast shall be sufficient to elect and pass any
measure.
SECTION 6: Proxies.
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Any shareholder entitled to vote at any meeting of shareholders may vote by
person or by proxy. Every proxy shall be in writing, subscribed by the
shareholder or his duly authorized attorney and dated.
SECTION 7: Judges of Election.
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Prior to any meeting of shareholders, the Board of Directors may appoint three
judges of election, and in default of such appointment the shareholders at such
meeting shall by majority vote appoint such judges. The judges of election need
not be shareholders and may not be candidates for any office. The judges of
election shall exercise all of the powers and duties usually incident to their
office.
SECTION 8: Nominations.
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(a) Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve as Directors of
the Corporation. Nominations of persons for election to the Board of Directors
of the Corporation may be made at a meeting of shareholders (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this By-Law.
(b) Nominations by shareholders shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than ninety (90) days nor more than one-hundred twenty (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
changed by more than thirty (30) days from such anniversary date, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made, and
(ii) in the case of a special meeting at which Directors are to be elected, not
later than the close of business on the tenth (10th) day following the earlier
of the day on which notice of the date of the meeting was mailed or public
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disclosure was made. Such shareholder's notice shall set forth (i) (A) the name,
age, business address and residence address of each proposed nominee, (B) the
principal occupation of each proposed nominee, (C) a representation that the
notifying shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (D) if known, the class
and total number of shares of the Corporation that are beneficially owned by the
proposed nominee, (E) the total number of shares of the Corporation that will be
voted by the notifying shareholder for each proposed nominee, (F) a description
of all arrangements or understandings between the notifying 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 notifying
shareholder, and (G) as to each proposed nominee all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected and including information as to the
purpose of such nomination); (ii) as to the shareholder giving the notice (A)
the name and address, as they appear on the Corporation's books, of such
shareholder and (B) the class and number of shares of the Corporation which are
beneficially owned by such shareholder and also which are owned of record by
such shareholder; and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made (A) the name and address of such person and (B) the class
and number of shares of the Corporation which are beneficially owned by such
person. At the request of the Board of Directors, any person nominated by the
Board of Directors for election as a Director shall furnish to the Secretary of
the Corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. The Corporation may request
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the qualifications of the proposed
nominee to serve as a Director of the Corporation.
(c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded. Any
such decision by the chairman shall final, binding and conclusive upon all
parties in interest. 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.
SECTION 9: Notice of Shareholder Business.
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(a) At an annual or special meeting of the shareholders, only such
business shall be conducted as shall have been brought before the meeting (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) as to an annual meeting, by any shareholder of
the Corporation who is a shareholder of record at the time of giving of the
notice provided for in this By-Law, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this By-Law.
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(b) For business to be properly brought before an annual
meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this
By-Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one-hundred twenty
(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 meeting is
changed by more than thirty (30) days from such anniversary date, notice by the
shareholder to be timely must be received no later than the close of business on
the tenth (10th) day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure was made. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, and if a specific action is to be proposed, the text of
the resolution or resolutions which the shareholder proposes that the
Corporation adopt, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, and the name
and address of the beneficial owner, if any, on whose behalf the proposal is
made, (iii) the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, (iv) any material interest
of such shareholder of record and the beneficial owner, if any, on whose behalf
the proposal is made in such business, (v) a representation that the shareholder
intends to appear in person or by proxy at the meeting to bring before the
meeting the business specified in the notice, and (vi) the total number of
shares of the Corporation that will be voted by the notifying shareholder for
such proposal.
(c) Notwithstanding anything in these By-Laws to the contrary, no
no business shall be conducted at an annual or special meeting except in
accordance with the procedures set forth in this By-Law. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Any such decision by the chairman shall be
final, binding and conclusive upon all parties in interest. 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.
SECTION 10: No Consents in Lieu of Meeting.
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No action of the shareholders shall be taken by either unanimous consent or
partial written consent or other consent in lieu of a meeting.
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ARTICLE II
Board of Directors
SECTION 1: Powers.
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The business and affairs of the Corporation, except as otherwise provided by
statute, the Articles of Incorporation or these By-Laws, shall be conducted and
managed by the Board of Directors. The number of Directors of the Corporation,
which shall be not more than eighteen (18) and not less than ten (10), shall be
determined from time to time by the Directors.
SECTION 2: Election.
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The Directors of the Corporation shall be elected by ballot at the annual
meeting of the shareholders and shall serve one (1) year and until their
successors shall be duly elected and qualified or until their earlier death,
resignation or removal.
SECTION 3: Annual Meeting.
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The regular annual meeting of the Board of Directors shall be held immediately
following each meeting of the shareholders at which a Board of Directors shall
have been elected for the purpose of organization and the transaction of other
business.
SECTION 4: Regular Meetings.
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In addition to the annual meeting, regular meetings of the Board of Directors
shall be held at such intervals as may be fixed from time to time by the Board
of Directors.
SECTION 5: Special Meetings.
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Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President, or a Vice President, or by a majority of the Board of
Directors, and shall be held at the time and place specified in the call for
such special meeting.
SECTION 6: Place of Meeting.
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Subject to the provisions of Section 4 of this Article II, regular and special
meetings of the Board of Directors may be held within or without the
Commonwealth of Pennsylvania, and at such times and places as, in the case of a
regular meeting, may be stated in the notice of the meeting, or in the case of a
special meeting, may be specified in the call for such meeting.
SECTION 7: Conference Calls.
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Any one or more members of the Board of Directors of the Corporation or any
committee thereof may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting. No
persons may participate in any meeting of the shareholders by means of a
conference telephone or similar communications equipment.
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SECTION 8: Notice of Meetings.
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Notice of the place, day and hour of every regular and special meeting of the
Board of Directors shall be given each Director before the meeting personally be
telegram, letter or telefax or by mail, postage prepaid, to the address on the
books of the Corporation or as otherwise provided by law at least four (4) days
before the meeting. No notice need be given any director who waives such notice
in writing either before or after the holding thereof, and attendance at any
such meeting shall constitute waiver of notice thereof except as otherwise
provided by law. No notice of any adjournment meeting of the Board of Directors
need be given.
SECTION 9: Quorum.
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No less than one-half of the Board of Directors shall constitute a quorum for
the transaction of any business at every meeting of the Board of Directors, but
if at any meeting there be less than a quorum present a majority of those
present may adjourn the meeting from time to time but not for a period of over
thirty (30) days at any one time, without notice other than by announcement at
the meeting until a quorum shall attend. At any such adjourned meeting at which
a quorum shall attend, any business may be transacted which might have been
transacted at the meeting as previously modified.
SECTION 10: Committees.
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From time to time, the Board of Directors may by resolution provide for and
appoint the members of an Executive Committee, or any other regular or special
committee, or committees, and all such committees shall have and may exercise
such powers as shall be conferred or authorized by the resolution of
appointment.
SECTION 11: Vacancies.
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Vacancies in the Board of Directors occurring during the year shall be filled
for the unexpired terms by a majority of the remaining members of the Board of
Directors although less than a quorum.
SECTION 12: Limitation on Liability.
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A Director shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, unless (a) the Director has breached
or failed to perform the duties of his office under Subchapter B of Chapter 17
of the Pennsylvania Business Corporation Law of 1988, as the same may be amended
(relating to standard of care and justifiable reliance) and (b) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Section 12 shall not apply to (a) the responsibility or
liability of a Director pursuant to any criminal statute or (b) the liability of
a Director for the payment of taxes pursuant to local, state or federal law. Any
repeal or modification of this Section 12 shall be prospective only, and shall
not affect, to the detriment of any Director, any limitation on the personal
liability of a Director of the corporation existing at the time of such repeal
or modification.
SECTION 13: Independent Directors.
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(a) A majority of the persons constituting the nominees of the
Board of Directors for the election of whom the Board of Directors will solicit
proxies from the shareholders for use at the Corporation's annual meeting shall
consist of individuals who, on the date of their selection as the nominees of
the Board of Directors, are Independent Directors.
(b) In the event the Board of Directors elects Directors between
annual meetings of shareholders, the majority of all Directors holding office
immediately after such election shall be Independent Directors.
(c) For purposes of this By-Law, the term "Independent Director"
shall mean a Director who: (i) is not and has not been employed by the
Corporation or any of its subsidiaries in an executive capacity within the five
years immediately prior to such person's nomination; (ii) is not (and is not
affiliated with a company or a firm that is) a regular advisor or consultant,
for compensation, to the Corporation or any of its subsidiaries; (iii) is not
affiliated with a regular and significant customer or supplier of the
Corporation or any of its subsidiaries; (iv) does not have a personal services
contract with the Corporation or any of its subsidiaries; (v) is not affiliated
with a tax-exempt entity that receives significant contributions from the
Corporation or any of its subsidiaries; and (vi) is not a spouse, parent,
sibling or child of any person described in (i) through (v), above.
(d) The Board of Directors shall have the exclusive right and
power to interpret and apply the provisions of this By-Law. Any such
interpretation or application of the provisions of this By-Law made in good
faith shall be binding and conclusive upon all shareholders.
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ARTICLE III
Officers
SECTION 1: Officers.
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The Officers of the Corporation shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents (one or more of whom may be designated as
Executive Vice Presidents or Senior Vice Presidents by the Board of Directors),
a Treasurer, one or more Assistant Treasurers, a Secretary, and one or more
Assistant Secretaries and a Controller. The Board of Directors may elect such
other officers as they may from time to time deem necessary, who shall have such
authority and shall perform such duties as from time to time may be prescribed
by the Board of Directors.
SECTION 2: Officers Holding More Than One Office.
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Any two (2) of the offices provided for in this Article III may be held by the
same person except that the President may not hold the office of Vice President
or Secretary, nor the Treasurer that of Assistant Treasurer, nor the Secretary
that of Assistant Secretary.
SECTION 3: Chairman of the Board.
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The Chairman of the Board of Directors shall preside at all meetings of the
Board of Directors. He shall have supervision of such matters as may be
designated to him by the Board of Directors. The Board of Directors may elect a
Vice Chairman of the Board, who shall have such authority and shall perform such
duties as from time to time may be presented by the Board of Directors.
SECTION 4: President.
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The President shall have such authority and perform such duties as may from time
to time be assigned to him by the Board of Directors, and, in the absence of the
Chairman of the Board and the Vice Chairman of the Board, he shall preside at
all meetings of the Board of Directors.
SECTION 5: Chief Executive Officer.
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Either the Chairman of the Board or the President, as determined by the Board of
Directors, shall be the chief executive officer of the Corporation and, subject
to the Board of Directors, shall have general charge of the business and affairs
of the Corporation.
SECTION 6: Vice Presidents.
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The Vice Presidents shall perform such duties as may be incidental to their
office and as may be assigned to them from time to time by the Board of
Directors. In the absence of the President, the specific duties assigned to that
officer shall be exercised by the Vice Presidents.
SECTION 7: Secretary.
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The Secretary shall keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the shareholders in books provided for that
purpose. He shall attend to the giving and serving of all notices of the
Corporation and shall be the custodian of the corporate seal. He shall have
charge of and keep and preserve such books and records of the Corporation as the
Board of Directors may prescribe, and he shall perform all other duties
incidental to his office and as may be assigned to him by the Board of Directors
from time to time. Unless otherwise ordered by the Board of Directors, he may
certify copies of and extracts from any of the official records of the
Corporation and may also certify as to the Officers of the Corporation and as to
similar matters.
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SECTION 8: Treasurer.
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The Treasurer shall have the care and custody of the funds and securities of the
Corporation and shall deposit the same in such bank or banks as the Board of
Directors may select, or in the absence of such selection, as may be selected by
him. He shall disburse the funds of the Corporation in the regular conduct of
its business or as may be ordered by the Board. The Treasurer shall perform such
other duties as the Board of Directors may from time to time require.
SECTION 9: Controller.
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The Controller shall maintain adequate records of all assets, liabilities and
transactions of the Corporation; see that adequate audits thereof are currently
and regularly made; and, in conjunction with other officers and department
heads, initiate and enforce measures and procedures whereby the business of this
Corporation shall be conducted with the maximum safety, efficiency and economy.
He shall have such other powers and perform such other duties as the Board of
Directors may from time to time prescribe.
SECTION 10: Assistant Secretaries and Assistant Treasurers.
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The Assistant Secretaries and Assistant Treasurers shall have such powers and
perform such duties as may be assigned to them by the Board of Directors or by
the President, or by the Secretary or the Treasurer respectively, and in the
absence or incapacity of the Secretary or Treasurer, shall have the powers and
perform the duties of those officers respectively.
SECTION 11: Vacancies.
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Vacancies in any of the offices provided herein shall be filled by the Board of
Directors by majority vote for the unexpired terms.
SECTION 12: Contracts, Notes, Drafts, Etc.
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Except as otherwise provided by the Board of Directors, all written material
contracts, deeds, bonds and similar instruments of the Corporation, shall be
executed on its behalf by the Chairman of the Board, the Vice Chairman of the
Board, the President or any Vice President or Treasurer and shall be either: (a)
countersigned by the Secretary or an Assistant Secretary of the Corporation or
(b) have the corporate seal affixed thereto and attested by the Secretary, an
Assistant Secretary or a member of the legal department of the Corporation.
Notes drawn and drafts accepted by the Corporation shall be valid only when
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President or any Vice President, the Treasurer or the Controller, and
countersigned by the Secretary, Assistant Treasurer, any Assistant Secretary or
any Assistant Controller. Funds of the Corporation deposited in banks and other
depositories by checks, drafts, or other orders for the payment of money,
bearing the signatures of any two (2) of the officers and/or such other
employees of the Corporation as the Board of Directors may from time to time
designate; and, in lieu of manual signature thereof, the Board of Directors may
adopt and thereupon the Corporation may use a facsimile signature of any officer
or officers, notwithstanding the fact that
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such officer or officers may no longer be employed by the Corporation at the
time the checks bearing such facsimile signature are actually drawn or presented
for payment. The funds deposited in banks or other depositories in special
accounts for payroll or other purposes shall be drawn from such depositories by
checks signed by any two officers or such person or persons as the Board of
Directors may from time to time designate. Whenever the Board of Directors shall
provide by resolution that any contract or note shall be executed, or draft
accepted, in any other manner and by any other officer or agent than as
specified in these By-Laws, such method of execution, acceptance or endorsement
shall be as equally effective to bind the Corporation as if specified herein.
Access to the safe deposit boxes of the Corporation shall be had only in the
presence of any two of the following officers, that is to say, the Chairman of
the Board, the Vice Chairman of the Board, the President, any one of the Vice
Presidents, the Secretary, the Treasurer, or the Controller, or in the presence
of any one of the aforementioned officers and an Assistant Secretary or an
Assistant Treasurer. The signing of any instrument or the doing of any act by
any person elected a Vice President as such Vice President, or by any person
elected an Assistant Secretary or Assistant Treasurer as such Assistant
Secretary or Assistant Treasurer, as the case may be, shall not be subject to
any inquiry as to whether the President, the Secretary or the Treasurer, as the
case may be, was at the time of such signing or of such act, absent, unavailable
or under any disability.
ARTICLE IV
Indemnification
SECTION 1: Right to Indemnification.
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Subject to Section 3 of this Article IV, the Corporation shall indemnify to the
fullest extent permitted by applicable law any person who was or is a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that
such person is or was a Director or Officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise or
entity, whether or not for profit, whether domestic or foreign, including
service with respect to an employee benefit plan, its participants or
beneficiaries, against all liability, loss and expense (including attorneys'
fees and amounts paid in settlement) actually and reasonably incurred by such
person in connection with such Proceeding, whether or not the indemnified
liability arises or arose from any Proceeding by or in the right of the
Corporation.
SECTION 2: Advance of Expenses.
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Subject to Section 3 of this Article IV, expenses incurred by a Director or
Officer in defending (or acting as a witness in) a Proceeding shall be paid by
the Corporation in advance of the final disposition of such Proceeding, subject
to the provisions of applicable law, upon receipt of an undertaking by or on
behalf of the Director or Officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
under applicable law.
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SECTION 3: Procedure for Determining Permissibility.
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To determine whether any indemnification or advance of expenses under this
Article IV is permissible, the Board of Directors by a majority vote of a quorum
consisting of Directors who are not parties to such Proceeding may, and on
request of any person seeking indemnification or advance of expenses shall,
determine (i) in the case of indemnification, whether the standards under
applicable law have been met, and (ii) in the case of advance of expenses prior
to a change of control of the Corporation as set forth below, whether such
advance is appropriate under the circumstances, provided that each such
determination shall be made by independent legal counsel if such quorum is not
obtainable, or, even if obtainable, a majority vote of a quorum of disinterested
Directors so directs; and provided further that, if there has been a change in
control of the Corporation between the time of the action or failure to act
giving rise to the claim for indemnification or advance of expenses and the time
such claim is made, at the option of the person seeking indemnification or
advance of expenses, the permissibility of indemnification shall be determined
by independent legal counsel and the advance of expenses shall be obligatory
subject to receipt of the undertaking in Section 2 hereof. The reasonable
expenses of any Director or Officer in prosecuting a successful claim for
indemnification, and the fees and expenses of any independent legal counsel
engaged to determine permissibility of indemnification or advance of expenses,
shall be borne by the Corporation. As used herein, a "change of control" of the
Corporation means (a) the acquisition by any person or entity, or two or more
such persons or entities acting in concert, of beneficial ownership (within the
meaning of Rule 13d-3, or any successor rule, of the Securities Exchange Act of
1934, as amended) of more than fifty percent (50%) of the outstanding voting
shares of the Corporation or (b) any change in one-third (1/3) or more of the
members of the Board of Directors unless such change was approved by a majority
of the Continuing Directors. The term "Continuing Directors" means the Directors
existing on July 22, 1999 or any person who subsequently becomes a Director if
such person's nomination for election or election to the Board of Directors is
recommended or approved by the Continuing Directors.
SECTION 4: Contractual Obligation.
----------------------
The obligations of the Corporation to indemnify a Director or Officer under this
Article IV, including, if applicable, the duty to advance expenses, shall be
considered a contract between the Corporation and such Director or Officer, and
no modification or repeal of any provision of this Article IV shall affect, to
the detriment of the Director or Officer, such obligations of the Corporation in
connection with a claim based on any act or failure to act occurring before such
modification or repeal.
SECTION 5: Indemnification Not Exclusive; Inuring of Benefit.
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The indemnification and advancement of expenses provided by this Article IV
shall not be deemed exclusive of any other right to which one indemnified may be
entitled under any statute, agreement, vote of shareholders or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
legal representatives and estate of any such person.
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SECTION 6: Insurance and Other Indemnification.
-----------------------------------
The Board of Directors shall have the power to (a) authorize the Corporation to
purchase and maintain, at the Corporation's expense, insurance on behalf of the
Corporation and on behalf of others to the extent that power to do so has not
been prohibited by statute, (b) create any fund of any nature, whether or not
under the control of a trustee, or otherwise secure any of its indemnification
obligations, and (c) give other indemnification to the extent permitted by
statute.
ARTICLE V
Capital Stock
SECTION 1: Share Certificates.
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Every shareholder of record shall be entitled to a share certificate
representing the shares held by him. Every share certificate shall bear the
corporate seal (which may be a facsimile) and the signature of the President or
a Vice President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the Corporation. Where a certificate is signed by a
transfer agent or registrar the signature of any corporate officer may be a
facsimile.
SECTION 2: Transfers.
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Transfers of share certificates and the shares represented thereby shall be made
on the books of the Corporation only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.
ARTICLE VI
Record Dates
SECTION 1: Record Dates.
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Subject to the requirements of law and to the provisions of the Articles of
Incorporation, the Board of Directors may fix a time not exceeding, except in
the case of an adjourned meeting, ninety (90) days preceding the date of any
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or for the allotment of rights, or when any change or conversion
or exchange of shares shall go into effect or any consent of shareholders shall
be obtained, as a record date for the determination of the shareholders entitled
to notice of or to vote at any such meeting or entitled to receive any such
dividend or distribution or any such allotment of rights, or to exercise the
rights in respect to any such change, consent, conversion or exchange of shares,
and in such case only shareholders of record on the date so fixed shall be
entitled to notice of or to vote at such meeting or to receive such dividend,
distribution or allotment of rights, or to exercise such rights as the case may
be, notwithstanding any transfer of any shares of stock on the books of the
Corporation after any record date fixed as aforesaid. The Board of Directors, in
their discretion, may close the books of the Corporation against transfers of
shares during the whole or any part of such period.
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ARTICLE VII
Dividends
SECTION 1: Declaration of Dividends.
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Subject to the provisions of statute and the Articles of Incorporation,
dividends may be declared and paid as often at such times as the Board of
Directors may determine.
ARTICLE VIII
Sundry Provisions
SECTION 1: Seal.
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The seal of the Corporation shall be in such force and shall bear such
inscription as may be adopted by the Board of Directors. If deemed advisable by
the Board of Directors, a duplicate seal or duplicate by seals may be provided
and kept for the necessary purposes of the Corporation.
SECTION 2: Fiscal Year.
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The fiscal year of the Corporation shall commence on January 1st of each year
and end on December 31st of each year, unless otherwise provided by the Board of
Directors.
SECTION 3: Voting Stock of Other Corporations.
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Any stock in other corporations, which may from time to time be held by this
Corporation, may be represented and voted at any meeting of shareholders of such
other corporations or instructions given to any nominee holding such stock, by
the Chairman of the Board, the President or Vice Presidents of the Corporation,
or by proxy executed in the name of this Corporation by its Chairman of the
Board, Vice Chairman of the Board, President or a Vice President, with the
corporate seal affixed and attested by the Secretary or an Assistant Secretary.
ARTICLE IX
Amendments
SECTION 1: Amendments.
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Except as otherwise provided by law, these By-Laws may be amended at any meeting
of the Board of Directors at which a quorum is present by a majority vote of the
Directors present, or they may be amended by a majority vote at any meeting of
shareholders entitled to vote thereon, provided, in either case, notice of the
proposed amendment was included in the notice of the meeting (unless, in the
case of amendment at a meeting of the Board of Directors, such notice is waived
by a majority vote of the Directors present).
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ARTICLE X
Certain Matters Relating to
Pennsylvania Act No. 36 of 1990
SECTION 1: Section 511.
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Subsections (d) through (f) of Section 511, Standard of Care and Justifiable
Reliance, of the Pennsylvania Associations Code, as amended, shall not be
applicable to the Corporation.
SECTION 2: Section 1721.
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Subsections (e) through (g) of Section 1721, Board of Directors, of Pennsylvania
Associations Code, as amended, shall not be applicable to the Corporation.
SECTION 3: Subchapter G, Chapter 25.
------------------------
Subchapter G, Control-Share Acquisitions, of Chapter 25 of the Pennsylvania
Associations Code, as amended, shall not be applicable to the Corporation.
SECTION 4: Subchapter H, Chapter 25.
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Subchapter H, Disgorgement by Certain Controlling Shareholders Following
Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations
Code, as amended, shall not be applicable to the Corporation.
ARTICLE XI
Separability; Effect of Determination by the Board
SECTION 1: Separability.
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The provisions of these By-Laws are independent of and separate from each other,
and no provision shall be affected or rendered invalid or unenforceable because
for any reason any other or others of them may be invalid or unenforceable in
whole or in part.
SECTION 2: Effect of Determination by the Board.
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Any determination involving the interpretation or application of these By-Laws
made in good faith by the Board of Directors shall be final, binding and
conclusive on all parties in interest.
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