20
BY-LAWS
of
CROWN CORK & SEAL COMPANY, INC.,
A PENNSYLVANIA CORPORATION
ARTICLE I
Shareholders
SECTION 1: Annual Meetings. 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, if not a legal holiday, and, if a legal
holiday, then on the first day following (excluding Saturday)
which is not a legal holiday, or on such other date as may be
designated by the Board of Directors which is not a legal
holiday, at 11:00 A. M., local time.
SECTION 2: Special Meetings. 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 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 of 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 need be given.
SECTION 4: Quorum. 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.
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SECTION 5: Voting. 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. 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. 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.
(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 sixty (60) days nor more than ninety (90) 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 disclosure was made. Such shareholder's notice
shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or reelection as a Director 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 (C) as to the beneficial owner, if
any, on whose behalf the nomination is made, (1) the name and
address of such person and (2) 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.
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(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 these By-Laws, and if he should so
determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. 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. (a) At an annual 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) 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 sixty (60) days nor more than ninety (90) 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
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, 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 and (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.
(c) Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual 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 these By-Laws, 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. 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.
ARTICLE II
Board of Directors
SECTION 1: Powers. 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.
Directors must be shareholders of the Corporation.
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SECTION 2: Election. The Directors of the Corporation shall be elected by
ballot at the annual meeting of the Shareholders and shall
serve one (l) year and until their successors shall be duly
elected and qualified or until their earlier death, resignation
or removal.
SECTION 3: Annual Meeting. 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. 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. 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. 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. 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.
SECTION 8: Notice of Meetings. 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 by 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 adjourned meeting
of the Board of Directors need be given.
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SECTION 9: Quorum. No less than one-half of the Board shall constitute a
quorum for the transaction of any business at every meeting of
the Board, 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. 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. 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. 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
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.
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ARTICLE III
Officers
SECTION 1: Officers. 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. 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. 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 prescribed
by the Board of Directors.
SECTION 4: President. 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. 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. 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.
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SECTION 7: Secretary. 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.
SECTION 8: Treasurer. 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. 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. 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. 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. 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
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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 to the
credit of the Corporation shall be drawn from such 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 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. Subject to Section 3 hereof, 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,
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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. Subject to Section 3 hereof, 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.
SECTION 3: Procedure for Determining Permissibility. 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 in
control" of the Corporation means (a) the acquisition by any
person or entity, or two or more such persons or entities acting
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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 27, 1995 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. 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.
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. 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.
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SECTION 2: Transfers. 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. Subject to the requirements of law and to the
provisions of the Articles of Incorporation, the Board of
Directors may fix a time in the future 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.
ARTICLE VII
Dividends
SECTION 1: Declaration of Dividends. Subject to the provisions of statute and
the Articles of Incorporation, dividends may be declared and paid
as often and at such times as the Board of Directors may determine.
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ARTICLE VIII
Sundry Provisions
SECTION 1: Seal. The seal of the Corporation shall be in such form 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 seals may be provided and kept for the
necessary purposes of the Corporation.
SECTION 2: Fiscal Year. 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. 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. 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. 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. 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. 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.
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