Exhibit 3-A
GPU SERVICE CORPORATION
_________________
By-Laws
(As Amended April 27, 1994)
_________________
(As Amended April 27, 1994)
GPU SERVICE CORPORATION
BY-LAWS
Offices
1. The principal office of the Corporation shall be in Parsippany,
New Jersey. The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the business of the
Corporation may require.
Seal
2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Pennsylvania". If authorized by the Board of Directors, the corporate seal
may be affixed to any certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving, lithographing or
printing thereon such seal or a facsimile thereof, and such seal or facsimile
thereof so engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been affixed
thereto by indentation.
Stockholders' Meetings
3. All meetings of stockholders shall be held at the principal office
of the Corporation or at such other place as shall be stated in the notice of
the meeting. Such meetings shall be presided over by the chief executive
officer of the Corporation or, in his absence, by such other officer as shall
have been designated for the purpose by the Board of Directors, except when by
statute the election of a presiding officer is required.
4. Annual meetings of stockholders shall be held during the month of
May in each year on such day and at such time as shall be determined by the
Board of Directors and specified in the notice of the meeting. At the annual
meeting, the stockholders entitled to vote shall elect by ballot a Board of
Directors and transact such other business as may properly be brought before
the meeting. Prior to any meeting of stockholders at which an election of
directors is to be held, the Board of Directors shall appoint one judge of
election to serve at such meeting. If there be a failure to appoint a judge
or if such judge be absent or refuse to act or if his office becomes vacant,
the stockholders present at the meeting, by a per capita vote, shall choose
temporary judges of the number required. No director or officer of the
Corporation shall be eligible to appointment or election as a judge.
5. Except as otherwise provided by law or by the Articles of
Incorporation, as amended, the holders of a majority of the shares of stock of
the Corporation issued and outstanding and entitled to vote, present in person
or by proxy, shall be requisite for, and shall constitute a quorum at, any
meeting of the stockholders. If, however, the holders of a majority of such
shares of stock shall not be present or represented by proxy at any such
meeting, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power, by vote of the holders of a majority of the shares of
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capital stock present or represented at the meeting, to adjourn the meeting
from time to time without notice other than announcement at the meeting, until
the holders of the amount of stock requisite to constitute a quorum, as
aforesaid, shall be present in person or by proxy. At any adjourned meeting
at which such quorum shall be present, in person or by proxy, any business may
be transacted which might have been transacted at the meeting as originally
noticed.
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6. At each meeting of stockholders each holder of record of shares of
capital stock then entitled to vote shall be entitled to vote in person, or by
proxy appointed by instrument executed in writing by such stockholder or by
his duly authorized attorney; but no proxy shall be valid after the expiration
of eleven months from the date of its execution unless the stockholder
executing it shall have specified therein the length of time it is to continue
in force, which shall be for some specified period. At all elections of
directors each holder of record of shares of capital stock then entitled to
vote, shall be entitled to as many votes as shall equal the number of votes
which (except for such provision) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all such votes for a single
director or may distribute them among the number to be voted for, or any two
or more of them, as he may see fit. Except as otherwise provided by law or by
the Articles of Incorporation, as amended, each holder of record of shares of
capital stock entitled to vote at any meeting of stockholders shall be
entitled to one vote for every share of capital stock standing in his name on
the books of the Corporation. Shares of capital stock of the Corporation,
belonging to the Corporation or to a corporation controlled by the Corporation
through stock ownership or through majority representation on the board of
directors thereof, shall not be voted. All elections shall be determined by a
plurality vote, and, except as otherwise provided by law or by the Articles of
Incorporation, as amended, all other matters shall be determined by a vote of
the holders of a majority of the shares of the capital stock present or
represented at a meeting and voting on such questions.
7. A complete list of the stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order, with the residence of
each, and the number of shares held by each, shall be prepared by the
Secretary and filed in the principal office of the Corporation at least
fifteen days before the meeting, and shall be open to the examination of any
stockholder at all times prior to such meeting, during the usual hours for
business, and shall be available at the time and place of such meeting and
open to the examination of any stockholder.
8. Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by law, may be called by the Chairman or by the
President, and shall be called by the chief executive officer or Secretary at
the request in writing of any three members of the Board of Directors, or at
the request in writing of holders of record of ten percent of the shares of
capital stock of the Corporation issued and outstanding. Business transacted
at all special meetings of the stockholders shall be confined to the purposes
stated in the call.
9. (a) Notice of every meeting of stockholders, setting forth the
time and the place and briefly the purpose or purposes thereof, shall be
mailed, not less than ten nor more than fifty days prior to such meeting, to
each stockholder of record (at his address appearing on the stock books of the
Corporation, unless he shall have filed with the Secretary of the Corporation
a written request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the address designated in such
request) as of a date fixed by the Board of Directors pursuant to Section 41
of the By-Laws. Except as otherwise provided by law, by the Articles of
Incorporation, as amended, or by the By-Laws, items of business, in addition
to those specified in the notice of meeting, may be transacted at the annual
meeting.
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(b) Whenever by any provision of law, the vote of stockholders
at a meeting thereof is required or permitted to be taken in connection with
any corporate action, the meeting and vote of stockholders may be dispensed
with, if all the stockholders who would have been entitled to vote upon the
action if such meeting were held, shall consent in writing to such corporate
action being taken, and all such consents shall be filed with the Secretary of
the Corporation. However, this section shall not be construed to alter or
modify any provision of law or of the Articles of Incorporation under which
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the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.
Directors
10. The business and affairs of the Corporation shall be managed by
its Board of Directors, which shall consist of not less than five nor more
than nine directors as shall be fixed from time to time by a resolution
adopted by a majority of the entire Board of Directors; provided, however,
that no decrease in the number of directors constituting the entire Board of
Directors shall shorten the term of any incumbent director. Each director
shall be at least twenty-one years of age. Directors need not be stockholders
of the Corporation. Directors shall be elected at the annual meeting of
stockholders, or, if any such election shall not be held, at a stockholders'
meeting called and held in accordance with the provisions of the Business
Corporation Law of the Commonwealth of Pennsylvania. Each director shall
serve until the next annual meeting of stockholders and thereafter until his
successor shall have been elected and shall qualify.
11. In addition to the powers and authority by the By-Laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation, as amended, or by the By-Laws directed or required
to be exercised or done by the stockholders.
12. Unless otherwise required by law, in the absence of fraud no
contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for such reason, or solely because the
director or officer is present at or participates in the meeting of the Board
of Directors which authorize the contract or transaction, or solely because
his votes are counted for such purpose if:
(a) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or
transaction by a vote sufficient for such purposes without
counting the vote of the interested director or directors; or
(b) The material facts as to his interest and as to the contract
or transaction are disclosed or known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified by the Board of
Directors or the stockholders.
No director or officer shall be liable to account to the Corporation for
any profit realized by him from or through any such contract or transaction of
the Corporation by reason of his interest as aforesaid in such contract or
transaction if such contract or transaction shall be authorized, approved or
ratified as aforesaid.
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No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or voidable or otherwise affected because
of the fact that directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or officer, because of
such relation, be deemed interested in such contract or other transaction
under any of the provisions of this Section 12, nor shall any such director be
liable to account because of such relation. For the purpose of this Section
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12, the term "affiliate" shall mean any corporation which is an "affiliate" of
the Corporation within the meaning of the Public Utility Holding Company Act
of 1935, as said Act shall at the time be in effect.
Nothing herein shall create liability in any of the events described in
this Section 12 or prevent the authorization, ratification or approval, in any
other manner provided by law, of any contract or transaction described in this
Section 12.
Meetings of the Board of Directors
13. The first meeting of the Board of Directors, for the purpose of
organization, the election of officers, and the transaction of any other
business which may come before the meeting, shall be held on call of the
Chairman within one week after the annual meeting of stockholders. If the
Chairman shall fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the manner
prescribed for Special Meetings of the Board of Directors.
14. Regular meetings of the Board of Directors may be held without
notice except for the purpose of taking action on matters as to which notice
is in the By-Laws required to be given, at such time and place as shall from
time to time be designated by the Board, but in any event at intervals of not
more than three months. Special meetings of the Board of Directors may be
called by the Chairman or by the President or in the absence or disability of
the Chairman and the President, by a Vice President, or by any two directors,
and may be held at the time and place designated in the call and notice of the
meeting.
15. Except as otherwise provided by the By-Laws, any item or business
may be transacted at any meeting of the Board of Directors, whether or not
such item of business shall have been specified in the notice of meeting.
Where notice of any meeting of the Board of Directors is required to be given
by the By-Laws, the Secretary or other officer performing his duties shall
give notice either personally or by telephone or telegraph at least
twenty-four hours before the meeting, or by mail at least three days before
the meeting. Meetings may be held at any time and place without notice if all
the directors are present or if those not present waive notice in writing
either before or after the meeting.
16. At all meetings of the Board of Directors a majority of the
directors in office shall be requisite for, and shall constitute, a quorum for
the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by law or
by the Articles of Incorporation, as amended, or by the By-Laws.
17. Any regular or special meeting may be adjourned to any time or
place by a majority of the directors present at the meeting, whether or not a
quorum shall be present at such meeting, and no notice of the adjourned
meeting shall be required other than announcement at the meeting.
Committees
18. The Board of Directors may, by the vote of a majority of the
directors in office, create an Executive Committee, consisting of two or more
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members, of whom one shall be the chief executive officer of the Corporation.
The other members of the Executive Committee shall be designated by the Board
of Directors from their number, shall hold office for such period as the Board
of Directors shall determine and may be removed at any time by the Board of
Directors. When a member of the Executive Committee ceases to be a director,
he shall cease to be a member of the Executive Committee. The Executive
Committee shall have all the powers specifically granted to it by the By-Laws
and, between meetings of the Board of Directors, may also exercise all the
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powers of the Board of Directors except such powers as the Board of Directors
may exercise by virtue of Section 11 of the By-Laws. The Executive Committee
shall have no power to revoke any action taken by the Board of Directors, and
shall be subject to any restriction imposed by law, by the By-Laws, or by the
Board of Directors.
19. The Executive Committee shall cause to be kept regular minutes of
its proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and the action of the Executive
Committee shall be subject to revision or alteration by the Board of
Directors, provided that no rights which, in the absence of such revision or
alteration, third persons would have had shall be affected by such revision or
alteration. A majority of the Executive Committee shall constitute a quorum
at any meeting. The Board of Directors may by vote of a majority of the total
number of directors provided for in Section 10 of the By-Laws fill any
vacancies in the Executive Committee. The Executive Committee shall designate
one of its number as Chairman of the Executive Committee and may, from time to
time, prescribe rules and regulations for the calling and conduct of meetings
of the Committee, and other matters relating to its procedure and the exercise
of its powers.
20. From time to time the Board of Directors may appoint any other
committee or committees for any purpose or purposes, which committee or
committees shall have such powers and such tenure of office as shall be
specified in the resolution of appointment. The chief executive officer of
the Corporation shall be a member ex officio of all committees of the Board.
Compensation and Reimbursement of Directors
and Members of the Executive Committee
21. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation and benefits for their services as
directors, at such rate or under such conditions as shall be fixed from time
to time by the Board, and all directors shall be reimbursed for their
reasonable expenses, if any, of attendance at each regular or special meeting
of the Board of Directors.
22. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board shall receive
compensation for their services as such members as shall be fixed from time to
time by the Board, and shall be reimbursed for their reasonable expenses, if
any, in attending meetings of the Executive Committee or such other Committees
of the Board and of otherwise performing their duties as members of such
Committees.
Officers
23. The officers of the Corporation shall be chosen by vote of a
majority of the directors in office and shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may include a Chairman, a
President - Fossil Generation, a Comptroller, one or more Assistant
Secretaries, one or more Assistant Treasurers, and one or more Assistant
Comptrollers. If a Chairman shall be chosen, the Board of Directors shall
designate either the Chairman or the President as chief executive officer of
the Corporation. If a Chairman shall not be chosen, the President shall be
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the chief executive officer of the Corporation. The Chairman and a President
who is designated chief executive officer of the Corporation shall be chosen
from among the directors. A President who is not chief executive officer of
the Corporation and none of the other officers need be a director. If a
Comptroller shall not be chosen, the Board of Directors shall designate
another officer as principal accounting officer of the Corporation who in his
capacity as such shall have the duties and responsibilities set forth in
Section 33 hereof. Any two offices may be occupied and the duties thereof may
be performed by one person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity.
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24. The salaries and other compensation of the officers of the
Corporation shall be determined from time to time by the chief executive
officer, subject, in the case of those officers who are also officers of
General Public Utilities Corporation, to the concurrence of the Board of
Directors of that Corporation.
25. The Board of Directors may appoint such officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, and perform such duties as shall be
determined from time to time by the Board of Directors.
26. The salary or other compensation of all employees other than
officers of the Corporation shall be fixed by the chief executive officer of
the Corporation or by such other officer as shall be designated for that
purpose by the Board of Directors.
27. The officers of the Corporation shall hold office until the first
meeting of the Board of Directors after the next succeeding annual meeting of
stockholders and until their respective successors are chosen and qualify.
Any officer elected pursuant to Section 23 of the By-Laws may be removed at
any time, with or without cause, by the vote of a majority of the directors in
office. Any other officer and any representative, employee or agent of the
Corporation may be removed at any time, with or without cause, by action of
the Board of Directors, or, in the absence of action by the Board of
Directors, by the Executive Committee, or the chief executive officer of the
Corporation, or such other officer as shall have been designated for that
purpose by the chief executive officer of the Corporation.
The Chairman
28. (a) If a Chairman shall be chosen by the Board of Directors, he
shall preside at all meetings of the Board at which he shall be present.
(b) If a Chairman shall be chosen by the Board of Directors and
if he shall be designated by the Board as chief executive officer of the
Corporation,
(i) he shall have supervision, direction and control of the
conduct of the business of the Corporation, subject,
however, to the control of the Board of Directors and the
Executive Committee, if there be one;
(ii) he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or other
instruments pertaining to matters which arise in the
ordinary course of business of the Corporation, and, when
authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements
or other instruments of any nature pertaining to the
business of the Corporation;
(iii) he may, unless otherwise directed by the Board of
Directors pursuant to Section 38 of the By-Laws, attend in
person or by substitute or proxy appointed by him and act
and vote on behalf of the Corporation at all meetings of
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stockholders of any corporation in which the Corporation
holds stock and grant any consent, waiver, or power of
attorney in respect of such stock;
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(iv) he shall, whenever it may in his opinion be necessary
or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise
defined; and
(v) he shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the
By-Laws, or by the Board of Directors.
(c) If a Chairman shall be chosen by the Board of Directors and
if he shall not be designated by the Board as chief executive officer of the
Corporation,
(i) he may sign in the name and on behalf of the Corporation
any and all contracts, agreements or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation and, when authorized by the
Board of Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the Corporation
any and all contracts, agreements or other instruments of
any nature pertaining to the business of the Corporation;
(ii) he shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the
By-Laws, or by the Board of Directors.
The President
29. (a) If a Chairman shall not be chosen by the Board of Directors,
the President shall preside at all meetings of the Board at which he shall be
present.
(b) If the President shall be designated by the Board of
Directors as chief executive officer of the Corporation,
(i) he shall have supervision, direction and control of the
conduct of the business of the Corporation, subject,
however, to the control of the Board of Directors and the
Executive Committee if there be one;
(ii) he may sign in the name and on behalf of the
Corporation any and all contracts, agreements or other
instruments pertaining to matters which arise in the
ordinary course of business of the Corporation, and, when
authorized by the Board of Directors or the Executive
Committee, if there be one, may sign in the name and on
behalf of the Corporation any and all contracts, agreements,
or other instruments of any nature pertaining to the
business of the Corporation;
(iii) he may, unless otherwise directed by the Board of
Directors pursuant to Section 38 of the By-Laws, attend in
person or by substitute or proxy appointed by him and act
and vote on behalf of the Corporation at all meetings of the
stockholders of any corporation in which the Corporation
holds stock and grant any consent, waiver, or power of
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attorney in respect of such stock;
(iv) he shall, whenever it may in his opinion be necessary
or appropriate, prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise
defined; and
(v) he shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the
By-Laws, or by the Board of Directors.
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(c) If the Chairman shall be designated by the Board of
Directors as chief executive officer of the Corporation, the President,
(i) shall be the chief operating officer of the Corporation;
(ii) shall have supervision, direction and control of the
conduct of the business of the Corporation, in the absence
or disability of the Chairman, subject, however, to the
control of the Board of Directors and the Executive
Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation
any and all contracts, agreements or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation, and, when authorized by the
Board of Directors or the Executive Committee, if there be
one, may sign in the name and on behalf of the Corporation
any and all contracts, agreements or other instruments of
any nature pertaining to the business of the Corporation;
(iv) at the request or in the absence or disability of the
Chairman, may, unless otherwise directed by the Board of
Directors pursuant to Section 38 of the By-Laws, attend in
person or by substitute or proxy appointed by him and act
and vote on behalf of the Corporation at all meetings of the
stockholders of any corporation in which the Corporation
holds stock and grant any consent, waiver, or power of
attorney in respect of such stock;
(v) at the request or in the absence or disability of the
Chairman, whenever in his opinion it may be necessary or
appropriate, shall prescribe the duties of officers and
employees of the Corporation whose duties are not otherwise
defined; and
(vi) shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the
By-Laws, or by the Board of Directors.
The President - Fossil Generation
29A. The President - Fossil Generation
(i) shall be the chief operating officer of the Fossil
Generation Division of the Corporation;
(ii) shall have supervision, direction and control of the
conduct of the business of the Fossil Generation Division of the
Corporation, subject, however, to the control of the President, the
Board of Directors and the Executive Committee, if there be one;
(iii) may sign in the name and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Fossil
Generation Division of the Corporation, and, when authorized to do so by
the President, the Board of Directors or the Executive Committee, if
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there be one, may sign in the name and on behalf of the Fossil
Generation Division of the Corporation any and all contracts, agreements
or other instruments of any nature pertaining to the business of the
Fossil Generation Division of the Corporation; and
(iv) shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or
by the Board of Directors.
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Vice President
30. (a) The Vice President shall, in the absence or disability of
the President, if the President has been designated chief executive officer of
the Corporation or if the President is acting pursuant to the provisions of
Subsection 29 (c) (ii) of the By-Laws, have supervision, direction and control
of the conduct of the business of the Corporation, subject, however, to the
control of the Directors and the Executive Committee, if there be one.
(b) He may sign in the name of and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation, and, when
authorized by the Board of Directors or the Executive Committee, if there be
one, except in cases where the signing thereof shall be expressly delegated by
the Board of Directors or the Executive Committee to some other officer or
agent of the Corporation.
(c) He may, if the President has been designated chief executive
officer of the Corporation or if the President is acting pursuant to the
provisions of Subsection 29 (c) (ii) of the By-Laws, at the request or in the
absence or disability of the President or in case of the failure of the
President to appoint a substitute or proxy as provided in Subsections 29 (b)
(iii) and 29 (c) (iv) of the By-Laws, unless otherwise directed by the Board
of Directors pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by him and act and vote in behalf of the
Corporation at all meetings of the stockholders of any corporation in which
the Corporation holds stock and grant any consent, waiver or power of attorney
in respect of such stock.
(d) He shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.
(e) If there be more than one Vice President, the Board of
Directors may designate one or more of such Vice Presidents as an Executive
Vice President. The Board of Directors may assign to such Vice Presidents
their respective duties and may, if the President has been designated chief
executive officer of the Corporation or if the President is acting pursuant to
the provisions of Subsection 29 (c) (ii) of the By-Laws, designate the order
in which the respective Vice Presidents shall have supervision, direction and
control of the business of the Corporation in the absence or disability of the
President.
The Secretary
31. (a) The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in books to be kept for that purpose; and he shall
perform like duties for the Executive Committee and any other committees
created by the Board of Directors.
(b) He shall give, or cause to be given, notice of all meetings
of the stockholders, the Board of Directors, or the Executive Committee of
which notice is required to be given by law or by the By-Laws.
(c) He shall have such other powers and perform such other
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duties as may be prescribed from time to time by law, by the By-Laws, or the
Board of Directors.
(d) Any records kept by the Secretary shall be the property of
the Corporation and shall be restored to the Corporation in case of his death,
resignation, retirement or removal from office.
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(e) He shall be the custodian of the seal of the Corporation
and, pursuant to Section 45 of the By-Laws and in other instances where the
execution of documents in behalf of the Corporation is authorized by the
By-Laws or by the Board of Directors, may affix the seal to all instruments
requiring it and attest the ensealing and the execution of such instruments.
(f) He shall have control of the stock ledger, stock certificate
book and all books containing minutes of any meeting of the stockholders,
Board of Directors, or Executive Committee or other committee created by the
Board of Directors, and of all formal records and documents relating to the
corporate affairs of the Corporation.
(g) Any Assistant Secretary or Assistant Secretaries shall
assist the Secretary in the performance of his duties, shall exercise his
powers and duties at his request or in his absence or disability, and shall
exercise such other powers and duties as may be prescribed by the Board of
Directors.
The Treasurer
32. (a) The Treasurer shall be responsible for the safekeeping of
the corporate funds and securities of the Corporation, and shall maintain and
keep in his custody full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all moneys and other
funds of the Corporation in the name and to the credit of the Corporation, in
such depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements.
(c) Pursuant to Section 45 of the By-Laws, he may, when
authorized by the Board of Directors, affix the seal to all instruments
requiring it and shall attest the ensealing and execution of said instruments.
(d) He shall exhibit at all reasonable times his accounts and
records to any director of the Corporation upon application during business
hours at the office of the Corporation where such accounts and records are
kept.
(e) He shall render an account of all his transactions as
Treasurer at all regular meetings of the Board of Directors, or whenever the
Board may require it, and at such other times as may be requested by the Board
or by any director of the Corporation.
(f) If required by the Board of Directors, he shall give the
Corporation a bond, the premium on which shall be paid by the Corporation, in
such form and amount and with such surety or sureties as shall be satisfactory
to the Board, for the faithful performance of the duties of his office, and
for the restoration to the Corporation in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the Corporation.
(g) He shall perform all duties generally incident to the office
of Treasurer, and shall have other powers and duties as from time to time may
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be prescribed by law, by the By-Laws, or by the Board of Directors.
(h) Any Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties, shall exercise his powers and
duties at his request or in his absence or disability, and shall exercise such
other powers and duties as may be prescribed by the Board of Directors. If
required by the Board of Directors, any Assistant Treasurer shall give the
Corporation a bond, the premium on which shall be paid by the Corporation,
similar to that which may be required to be given by the Treasurer.
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Comptroller
33. (a) The Comptroller of the Corporation shall be the principal
accounting officer of the Corporation and shall be accountable and report
directly to the Board of Directors. If required by the Board of Directors,
the Comptroller shall give the Corporation a bond, the premium on which shall
be paid by the Corporation in such form and amount and with such surety or
sureties as shall be satisfactory to the Board, for the faithful performance
of the duties of his office.
(b) He shall keep or cause to be kept full and complete books of
account of all operations of the Corporation and of its assets and
liabilities.
(c) He shall have custody of all accounting records of the
Corporation other than the record of receipts and disbursements and those
relating to the deposit or custody of money or securities of the Corporation,
which shall be in the custody of the Treasurer.
(d) He shall exhibit at all reasonable times his books of
account and records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of account
and records are kept.
(e) He shall render reports of the operations and business and
of the condition of the finances of the Corporation at regular meetings of the
Board of Directors, and at such other times as he may be requested by the
Board or by any director of the Corporation, and shall render a full financial
report at the annual meeting of the stockholders, if called upon to do so.
(f) He shall receive and keep in his custody an original copy of
each written contract made by or on behalf of the Corporation.
(g) He shall receive periodic reports from the Treasurer of the
Corporation of all receipts and disbursements, and shall see that correct
vouchers are taken for all disbursements for any purpose.
(h) He shall perform all duties generally incident to the office
of Comptroller, and shall have such other powers and duties as from time to
time may be prescribed by law, by the By-Laws, or by the Board of Directors.
(i) Any Assistant Comptroller or Assistant Comptrollers shall
assist the Comptroller in the performance of his duties, shall exercise his
powers and duties at his request or in his absence or disability and shall
exercise such other powers and duties as may be conferred or required by the
Board of Directors. If required by the Board of Directors, any Assistant
Comptroller shall give the Corporation a bond, the premium on which shall be
paid by the Corporation, similar to that which may be required to be given by
the Comptroller.
Vacancies
34. If the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, or otherwise, the remaining
directors, by the vote of a majority of those then in office, at a meeting,
the notice of which shall have specified the filling of such vacancy as one of
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its purposes, may choose a successor, who shall hold office for the unexpired
term in respect of which such vacancy occurs. If the office of any officer of
the Corporation shall become vacant for any reason, the Board of Directors, at
a meeting, the notice of which shall have specified the filling of such
vacancy as one of its purposes, may choose a successor who shall hold office
for the unexpired term in respect of which such vacancy occurred. Pending
action by the Board of Directors at such meeting, the Board of Directors or
the Executive Committee may choose a successor temporarily to serve as an
officer of the Corporation.
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Resignations
35. Any officer or any director of the Corporation may resign at any
time, such resignation to be made in writing and transmitted to the Secretary.
Such resignation shall take effect from the time of its acceptance, unless
some time be fixed in the resignation, and then from that time. Nothing
herein shall be deemed to relieve any officer from liability for breach of any
contract of employment resulting from any such resignation.
Duties of Officers May be Delegated
36. In case of the absence or disability of any officer of the
Corporation, or for any other reason the Board of Directors may deem
sufficient, the Board, by vote of a majority of the total number of directors
provided for in Section 10 of the By-Laws may, notwithstanding any other
provisions of the By-Laws, delegate or assign, for the time being, the powers
or duties, or any of them, of such officer to any other officer or to any
director.
Indemnification of Directors, Officers and Employees
37. (a) A director shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, on or
after January 27, 1987 unless the director has breached or failed to perform
the duties of his office under Section 8363 of the Pennsylvania Directors
Liability Act, and the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. The provisions of this subsection (a)
shall not apply to the responsibility or liability of a director pursuant to
any criminal statute, or the liability of a director for the payment of taxes
pursuant to local, state or Federal law.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether brought by or in the
right of the Corporation or otherwise, by reason of the fact that he was a
director, officer or employee of the Corporation (and may indemnify any person
who was an agent of the Corporation), or a person serving at the request of
the Corporation as a director, officer, partner, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, to the fullest extent permitted by law, including without
limitation indemnification against expenses (including attorneys' fees and
disbursements), damages, punitive damages, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceeding unless the act or failure to act giving rise
to the claim for indemnification is finally determined by a court to have
constituted willful misconduct or recklessness.
(c) The Corporation shall pay the expenses (including attorneys'
fees and disbursements) actually and reasonably incurred in defending a civil
or criminal action, suit or proceeding on behalf of any person entitled to
indemnification under subsection (b) in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation, and may pay such expenses in
advance on behalf of any agent on receipt of a similar undertaking. The
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financial ability of such person to make such repayment shall not be a
prerequisite to the making of an advance.
(d) For purposes of this Section:
(i) the Corporation shall be deemed to have requested an
officer, director, employee or agent to serve as fiduciary
with respect to an employee benefit plan where the
performance by such person of duties to the Corporation also
imposes duties on, or otherwise involves services by, such
person as a fiduciary with respect to the plan;
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(ii) excise taxes assessed with respect to any transaction
with an employee benefit plan shall be deemed "fines"; and
(iii) action taken or omitted by such person with respect to
an employee benefit plan in the performance of duties for a
purpose reasonably believed to be in the interest of the
participants and beneficiaries of the plan shall be deemed
to be for a purpose which is not opposed to the best
interests of the Corporation.
(e) To further effect, satisfy or secure the indemnification
obligations provided herein or otherwise, the Corporation may maintain
insurance, obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets
or properties of the Corporation, or use any other mechanism or arrangement
whatsoever in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate.
(f) All rights of indemnification under this Section shall be
deemed a contract between the Corporation and the person entitled to
indemnification under this Section pursuant to which the Corporation and each
such person intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not limit, but may expand, any
rights or obligations in respect of any proceeding whether commenced prior to
or after such change to the extent such proceeding pertains to actions or
failures to act occurring prior to such change.
(g) The indemnification, as authorized by this Section, shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders, or disinterested directors or otherwise, both
as to action in an official capacity and as to action in any other capacity
while holding such office. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall continue as to a
person who has ceased to be an officer, director, employee or agent in respect
of matters arising prior to such time, and shall inure to the benefit of the
heirs, executors and administrators of such person.
Stock of Other Corporations
38. The Board of Directors may authorize any director, officer or
other person on behalf of the Corporation to attend, act and vote at meetings
of the stockholders of any corporation in which the Corporation shall hold
stock, and to exercise thereat any and all of the rights and powers incident
to the ownership of such stock and to execute waivers of notice of such
meetings and calls therefor.
Certificates of Stock
39. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and may include his
address. No fractional shares of stock shall be issued. Certificates of
stock shall be signed by the Chairman, President or a Vice President and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
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Secretary, and shall be sealed with the seal of the Corporation. Where any
certificate of stock is signed by a transfer agent or transfer clerk, who may
but need not be an officer or employee of the Corporation, and by a registrar,
the signatures of any such Chairman, President, Vice President, Secretary,
Assistant Secretary, Treasurer, or Assistant Treasurer upon such certificate
may be facsimiles, engraved or printed. In case any such officer who has
signed or whose facsimile signature has been placed upon such certificate
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shall have ceased to be such before such certificate of stock is issued, it
may be issued by the Corporation with the same effect as if such officer had
not ceased to be such at the date of its issue.
Transfer of Stock
40. Transfers of stock shall be made on the books of the Corporation
only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.
Fixing of Record Date
41. The Board of Directors is hereby authorized to fix a time, not
exceeding fifty (50) days preceding the date of any meeting of stockholders or
the date fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of capital stock,
as a record time for the determination of the stockholders entitled to notice
of and to vote at such meeting or entitled to receive any such dividend,
distribution, rights or interests, as the case may be; and all persons who are
holders of record of capital stock at the time so fixed and no others, shall
be entitled to notice of and to vote at such meeting, and only stockholders of
record at such time shall be entitled to receive any such notice, dividend,
distribution, rights or interests.
Registered Stockholders
42. The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by statutes of the
Commonwealth of Pennsylvania.
Lost Certificates
43. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, whereupon a new
certificate may be issued of the same tenor and for the same number of shares
as the one alleged to be lost or destroyed; provided, however, that the Board
of Directors may require, as a condition to the issuance of a new certificate,
the payment of the reasonable expenses of such issuance or the furnishing of a
bond of indemnity in such form and amount and with such surety or sureties, or
without surety, as the Board of Directors shall determine, or both the payment
of such expenses and the furnishing of such bond, and may also require the
advertisement of such loss in such manner as the Board of Directors may
prescribe.
Inspection of Books
44. The Board of Directors may determine whether and to what extent,
and at what time and places and under what conditions and regulations, the
accounts and books of the Corporation (other than the books required by
statute to be open to the inspection of stockholders), or any of them, shall
be open to the inspection of stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
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such right may be conferred by statutes of the Commonwealth of Pennsylvania or
by the By-Laws or by resolution of the Board of Directors or of the
stockholders.
Checks, Notes, Bonds and Other Instruments
45. (a) All checks or demands for money and notes of the Corporation
shall be signed by such person or persons (who may but need not be an officer
or officers of the Corporation) as the Board of Directors may from time to
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time designate, either directly or through such officers of the Corporation as
shall, by resolution of the Board of Directors, be authorized to designate
such person or persons. If authorized by the Board of Directors, the
signatures of such persons, or any of them, upon any checks for the payment of
money may be made by engraving, lithographing or printing thereon a facsimile
of such signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall have the same
force and effect as if such persons had actually signed the same.
(b) All bonds, mortgages and other instruments requiring a seal,
when required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the Chairman or the President or a Vice
President, and the seal of the Corporation shall be thereupon affixed by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, who shall, when required, attest the ensealing and execution of
said instrument. If authorized by the Board of Directors, a facsimile of the
seal may be employed and such facsimile of the seal may be engraved,
lithographed or printed and shall have the same force and effect as an
impressed seal. If authorized by the Board of Directors, the signatures of
the Chairman or the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer upon any
engraved, lithographed or printed bonds, debentures, notes or other
instruments may be made by engraving, lithographing or printing thereon a
facsimile of such signatures, in lieu of actual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall have the same
force and effect as if such officers had actually signed the same. In case
any officer who has signed, or whose facsimile signature appears on, any such
bonds, debentures, notes or other instruments shall cease to be such officer
before such bonds, debentures, notes or other instruments shall have been
delivered by the Corporation, such bonds, debentures, notes or other
instruments may nevertheless be adopted by the Corporation and be issued and
delivered as though the person who signed the same, or whose facsimile
signature appears thereon, had not ceased to be such officer of the
Corporation.
Receipts for Securities
46. All receipts for stocks, bonds or other securities received by the
Corporation shall be signed by the Treasurer or an Assistant Treasurer, or by
such other person or persons as the Board of Directors or Executive Committee
shall designate.
Fiscal Year
47. The fiscal year shall begin the first day of January in each year.
Dividends
48. (a) Dividends in the form of cash or securities, upon the
capital stock of the Corporation, to the extent permitted by law, may be
declared by the Board of Directors at any regular or special meeting.
(b) The Board of Directors shall have power to fix and
determine, and from time to time vary, the amount to be reserved as working
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capital; to determine whether any, and if any, what part of any, surplus of
the Corporation shall be declared as dividends; to determine the date or dates
for the declaration and payment or distribution of dividends; and, before
payment of any dividend or the making of any distribution to set aside out of
the surplus of the Corporation such amount or amounts as the Board of
Directors from time to time, in its absolute discretion, may think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for such
other purpose as it shall deem to be in the interests of the Corporation.
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Directors' Annual Statement
49. The Board of Directors shall present or cause to be presented at
each annual meeting of stockholders, and when called for by vote of the
stockholders at any special meeting of the stockholders, a full and clear
statement of the business and condition of the Corporation.
Notices
50. (a) Whenever under the provisions of the By-Laws notice is
required to be given to any director, officer or stockholder, it shall not be
construed to require personal notice, but, except as otherwise specifically
provided, such notice may be given in writing, by mail, by depositing a copy
of the same in a post office, letter box or mail chute, maintained by the
United States Postal Service, postage prepaid, addressed to such stockholder,
officer or director, at his address as the same appears on the books of the
Corporation.
(b) A stockholder, director or officer may waive in writing any
notice required to be given to him by law or by the By-Laws.
Participation in Meetings by Telephone
51. At any meeting of the Board of Directors or the Executive
Committee or any other committee designated by the Board of Directors, one or
more directors may participate in such meeting in lieu of attendance in person
by means of the conference telephone or similar communications equipment by
means of which all persons participating in the meeting will be able to hear
and speak.
Oath of Judges of Election
52. The judges of election appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be
sworn faithfully to execute the duties of judge at such meeting with strict
impartiality and according to the best of their ability.
Amendments
53. The By-Laws may be altered or amended by the affirmative vote of
the holders of a majority of the capital stock represented and entitled to
vote at a meeting of the stockholders duly held, provided that the notice of
such meeting shall have included notice of such proposed amendment. The
By-Laws may also be altered or amended by the affirmative vote of a majority
of the directors in office at a meeting of the Board of Directors, the notice
of which shall have included notice of the proposed amendment. In the event
of the adoption, amendment, or repeal of any By-Law by the Board of Directors
pursuant to this Section, there shall be set forth in the notice of the next
meeting of stockholders for the election of directors the By-Law so adopted,
amended or repealed together with a concise statement of the changes made. By
the affirmative vote of the holders of a majority of the capital stock
represented and entitled to vote at such meeting, the By-Laws may, without
further notice, be altered or amended by amending or repealing such action by
the Board of Directors.
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