PENN VIRGINIA CORPORATION
BYLAWS
AS AMENDED FEBRUARY 11, 1998
ARTICLE 1 SHAREHOLDERS
Section 1. Meetings.
A. Annual Meeting. Unless otherwise fixed by the board
of directors the annual meeting of shareholders for the election
of directors and for other business shall be held on the first
Tuesday of May in each year or, if that day is a legal holiday,
on the first subsequent business day.
B. Special Meetings. Special meetings of the
shareholders may be called at any time by the chief executive
officer, or a majority of the board of directors.
C. Place. Meetings of the shareholders shall be held at
such place in Philadelphia, Pennsylvania or elsewhere, as may be
fixed by the board of directors in the notice of meeting.
D. Adjournments. A Public Announcement of an adjournment
of an annual or special meeting shall not commence a new time
period for the giving of shareholder notices provided herein.
For purposes of these Bylaws, "Public Announcement" includes
without limitation (i) a press release reported by the Dow Jones
News, Associated Press or a comparable national news service, or
(ii) a document filed with the Securities and Exchange
Commission.
E. Organization. The Chairman of the Board of
Directors, or, in the absence of the Chairman of the Board of
Directors, such other officer or board member as the Board of
Directors may designate, shall preside at each meeting of
shareholders and may adjourn the meeting from time to time. The
Secretary or an Assistant Secretary shall act as secretary of
the meeting and keep a record of the proceedings thereof. The
Board of Directors of the Company shall be entitled to make such
rules or regulations for the conduct of meetings of shareholders
as it shall deem necessary, appropriate or convenient. Subject
to such rules and regulations of the Board of Directors, if any,
the chairman of the meeting shall have the right and authority
to prescribe such rules, regulations and procedures, and to do
all such acts as, in the judgement of such chairman, are
necessary, appropriate or convenient for the proper conduct of
the meeting, including without limitation, establishing an
agenda or order of business for the meeting, establishing rules
and procedures for maintaining order at the meeting and the
safety of those present, limiting the participation in such
meeting to shareholders of record of the Company and their duly
authorized and constituted proxies, and such other persons as
the chairman shall permit, restricting entry to the meeting
after the time fixed for the commencement thereof, limiting the
time allotted to questions or comments by participants, and
regulating the opening and closing of the polls for balloting on
matters which are to be voted on by ballot. Unless, and to the
extent,
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determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
Section 2. Notice.
Written notice of the time and place of all meetings of
shareholders and of the purpose of each special meeting of
shareholders shall be given to each shareholder entitled to vote
thereat at least ten days before the date of the meeting, unless
a greater period of notice is required by law in a particular
case.
Section 3. Voting.
A. Voting Rights. Except as otherwise provided herein,
or in the Articles of Incorporation, or by law, every
shareholder shall have the right at every shareholders' meeting
to one vote for every share standing in his name on the books of
the Company which is entitled to vote at such meeting. Every
shareholder may vote either in person or by proxy.
B. Election of Directors. At each annual meeting the
shareholders shall elect eight directors who shall constitute
the entire Board.
C. Nomination of Directors. Nominations for the election
of directors may be made by the Board of Directors or by any
shareholder (a "Nominator") entitled to vote in the election of
directors. Such nominations, other than those made by the Board
of Directors, shall be made in writing pursuant to timely notice
delivered to or mailed and received by the Secretary of the
Company as set forth in this Section 3C. To be timely in
connection with an annual meeting of shareholders, a Nominator's
notice, setting forth the name and address of the person to be
nominated, shall be delivered to or mailed and received at the
principal executive offices of the Company
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not less than 90 days nor more than 180 days prior to the
earlier of the date of the meeting or the corresponding date on
which the immediately preceding year's annual meeting of
shareholders was held; provided, however, that with respect to
the annual meeting of shareholders to be held in 1998, notice by
the shareholder to be timely must be delivered not later than
the tenth day following the day on which Public Announcement of
the date of such meeting is first made by the Company. To be
timely in connection with any election of a director at a
special meeting of the shareholders, a Nominator's notice,
setting forth the name and address of the person to be
nominated, shall be delivered to or mailed and received at the
principal executive offices of the Company not later than the
close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or Public
Announcement of such meeting was made, whichever first occurs.
At such time, the Nominator shall also submit written evidence,
reasonably satisfactory to the Secretary of the Company, that
the Nominator is a shareholder of the Company and shall identify
in writing (i) the name and address of the Nominator, (ii) the
number of shares of each class of capital stock of the Company
of which the Nominator is the beneficial owner, (iii) the name
and address of each of the persons, if any, with whom the
Nominator is acting in concert and (iv) the number of shares of
capital stock of which each such person with whom the Nominator
is acting in concert is the beneficial owner pursuant to which
the nomination or nominations are to be made. At such time, the
Nominator shall also submit in writing (i) the information with
respect to each such proposed nominee that would be required to
be provided in a proxy statement prepared in accordance with
Regulation 14A under the Securities Exchange Act of 1934, as
amended, and (ii) a notarized affidavit executed by each such
proposed nominee to the effect that, if elected as a member of
the Board of Directors, he will serve and that he is eligible
for election as a member of the Board of Directors. Within 30
days (or such shorter time period that may exist prior to the
date of the meeting) after the Nominator has submitted the
aforesaid items to the Secretary of the Company, the Secretary
of the Company shall determine whether the evidence of the
Nominator's status as a shareholder submitted by the Nominator
is reasonably satisfactory and shall notify the Nominator in
writing of such determination. If the Secretary of the Company
finds that such evidence is not reasonably satisfactory, or if
the Nominator fails to submit the requisite information in the
form or within the time indicated, such nomination shall be
ineffective for the election at the meeting at which such person
is proposed to be nominated. The presiding person at each
meeting of shareholders shall, if the facts warrant, determine
and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and
if he should so determine and so declare, the nomination shall
be disregarded. The requirements of this Section 3C shall be in
addition to any other requirements imposed by these Bylaws, by
the Company's Articles of Incorporation or by law and in no
event shall the periods specified herein be in derogation of
other time periods required by law.
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Section 4. Quorum.
The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company
entitled to vote at a meeting shall constitute a quorum. If a
quorum is not present, no business shall be transacted except to
adjourn to a future time.
Section 5. Shareholder Proposals.
No proposal by a shareholder may be voted upon at a meeting of
shareholders unless the proposing shareholder shall have
delivered or mailed in a timely manner (as set forth herein) and
in writing to the Secretary of the Company (A) notice of such
proposal, (B) the text of the proposed alteration, amendment or
repeal, if such proposal relates to a proposed change to the
Company's Articles of Incorporation or Bylaws, (C) evidence
reasonably satisfactory to the Secretary of the Company of such
shareholder's status as such and of the number of shares of each
class of capital stock of the Company of which such shareholder
is the beneficial owner, (D) a list of the names and addresses
of other beneficial owners of shares of the capital stock of the
Company, if any, with whom such shareholder is acting in
concert, and the number of shares of each class of capital stock
of the Company beneficially owned by each such beneficial owner
and (E) an opinion of counsel, which counsel and the form and
substance of which opinion shall be reasonably satisfactory to
the Board of Directors of the Company, to the effect that the
Articles of Incorporation or Bylaws resulting from the adoption
of such proposal would not be in conflict with the laws of the
Commonwealth of Virginia if such proposal relates to a proposed
change to the Company's Articles of Incorporation or Bylaws. To
be timely in connection with an annual meeting of shareholders,
a shareholder's notice and other aforesaid items shall be
delivered to or mailed and received at the principal executive
offices of the Company not less than 90 nor more than 180 days
prior to the earlier of the date of the meeting or the
corresponding date on which the immediately preceding year's
annual meeting of shareholders was held; provided, however, that
with respect to the annual meeting of shareholders to be held in
1998, notice by the shareholder to be timely must be delivered
not later than the tenth day following the day on which Public
Announcement of the date of such meeting is first made by the
Company. To be timely in connection with the voting on any such
proposal at a special meeting of the shareholders, a
shareholder's notice and other aforesaid items shall be
delivered to or mailed and received at the principal executive
offices of the Company not later than the close of business on
the tenth day following the day on which such notice of date of
the meeting was mailed or Public Announcement was made whichever
first occurs. Within 30 days (or such shorter period that may
exist prior to the date of the meeting) after such shareholder
shall have submitted the aforesaid items to the Secretary of the
Company, the Secretary shall determine whether the items to be
ruled upon by the Secretary are reasonably satisfactory and
shall notify such shareholder in writing of such determination.
If such shareholder fails to submit a required item in the form
or within the time indicated, or if the Secretary determines
that the items to be ruled upon by the Secretary are
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not reasonably satisfactory, then such proposal by such
shareholder may not be voted upon by the shareholders of the
Company at such meeting of shareholders. The presiding person
at each meeting of shareholders shall, if the facts warrant,
determine and declare at the meeting that a proposal was not
made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine and so declare the
proposal shall be disregarded. The requirements of this Section
5 shall be in addition to any other requirements imposed by
these Bylaws, by the Company's Articles of Incorporation or by
law and in no event shall the periods specified herein be in
derogation of other time periods required by law.
ARTICLE 2 DIRECTORS
Section 1. Term of Office.
Each director elected at an annual meeting of the shareholders
shall hold office until the next annual meeting, unless properly
removed or disqualified, and until such further time as his
successor is elected and has qualified.
Section 2. Powers.
The business of the Company shall be managed by the board of
directors which shall have all powers conferred by law and these
bylaws. The board of directors shall elect, remove or suspend
officers, determine their duties and compensations, and require
security in such amounts as it may deem proper.
Section 3. Meetings.
A. Regular Meetings. Regular meetings shall be held at
such times as the board shall designate by resolution. Notice
of regular meetings need not be given.
B. Special Meetings. Special meetings of the board may
be called at any time by the chief executive officer and shall
be called by him upon the written request of one-third of the
directors. Written notice of the time, place and the general
nature of the business to be transacted at each special meeting
shall be given to each director at least three days before such
meeting.
C. Place. Meetings of the board of directors shall be held
at such place as the board may designate or as may be designated
in the notice calling the meeting.
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Section 4. Quorum.
A majority of the number of directors in office immediately
before the meeting begins shall constitute a quorum for the
transaction of business at any meeting and, except as provided
in Article VII, the acts of a majority of the directors present
at any meeting at which a quorum is present shall be the acts of
the board of directors.
Section 5. Vacancies.
Vacancies in the board of directors shall be filled by vote of a
majority of the remaining members of the board though less than
a quorum. Such election shall be for the balance of the
unexpired term or until a successor is duly elected by the
shareholders and has qualified.
ARTICLE 3 BOARD COMMITTEES
Section 1. Executive Committee.
The board of directors by resolution of a majority of the number
of directors then in office may designate three or more
directors to constitute an executive committee, which, to the
extent provided in such resolution, shall have and may exercise
all the authority of the board of directors except to approve an
amendment of the Company's articles of incorporation or a plan
of merger or consolidation. If an executive committee is so
designated it will elect one of its members to be its chairman.
Section 2. Compensation and Benefits Committee.
The board of directors by resolution of a majority of the number
of directors then in office may designate three or more outside
directors to constitute a compensation and benefits committee,
which shall have such power and authority as may be provided in
such resolution.
Section 3. Other Committees.
The board of directors by resolution of a majority of the number
of directors then in office may create or disband other
committees, as deemed to be proper.
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ARTICLE 4 OFFICERS
Section 1. Election.
At its first meeting after each annual meeting of the
shareholders, the board of directors shall elect a president,
treasurer and secretary, and such other officers as it deems
advisable. Any two or more offices may be held by the same
person except the offices of president and secretary.
Section 2. Chairman and President.
A. Chairman. The chairman shall preside at all meetings
of the board and of the shareholders. If so designated by the
board of directors, the chairman shall be the chief executive
officer.
B. President. The president shall be either the chief
executive officer or the chief operating officer of the Company,
as designated by the board of directors. The president shall
have such duties as the board of directors and the chairman of
the Company shall prescribe.
Section 3. Other Officers.
The duties of the other officers shall be those usually related
to their offices, except as otherwise prescribed by resolution
of the board of directors.
Section 4. General.
In the absence of the chairman and president, the person who has
served longest as vice president or any other officer designated
by the board shall exercise the powers and perform the duties of
the chief executive officer or chief operating officer or both.
The chief executive officer or any officer or employee
authorized by him may appoint, remove or suspend agents or
employees of the Company and may determine their duties and
compensation.
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ARTICLE 5 INDEMNIFICATION
Section 1. Right to Indemnification.
Subject to Section 3, the Company shall indemnify any person who
was or is a party or threatened to be a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or
informal, and whether or not by or in the right of the
corporation, by reason of the fact that he is or was a director
or officer of the Company, or, while a director or officer of
the Company, is or was serving at the request of the Company as
a director, officer, partner, trustee, administrator, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, for expenses
(including attorney's fees), judgments, fines, penalties,
including any excise tax assessed with respect to an employee
benefit plan, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding, to the fullest extent and manner permitted by the
Virginia Corporation Law as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide
broader indemnification rights than permitted prior to such
amendment).
Section 2. Advance of Expenses.
Subject to Section 3, expenses incurred by a director or officer
of the Company in defending a civil or criminal action, suit or
proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding 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 he
is not entitled to be indemnified by the Company.
Section 3. Procedure for Determining Permissibility.
The procedure for determining the permissibility of
indemnification pursuant to Article 5 (including the advance of
expenses), shall be that set forth in Section 13.1-701.B of the
Virginia Corporation Law, provided that, if there has been a
change in control of the Company between the time of the action
or failure to act giving rise to the claim for indemnification
and such claim, then at the option of the person seeking
indemnification, the permissibility of indemnification shall be
determined by special legal counsel selected jointly by the
Company and the person seeking indemnification. The reasonable
expenses of any director or officer in prosecuting a successful
claim for indemnification, and the fees and expenses of any
special legal counsel engaged to determine permissibility of
indemnification, shall be borne by the Company.
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Section 4. Contractual Obligation; Inuring of Benefit.
The obligations of the Company to indemnify a person under this
Article V, including the obligation to advance expenses, shall
be considered contractual obligations of the Company to such
person, subject only to the determination of permissibility as
set forth in the preceding Section, and no modification or
repeal of any provision of this Article V shall affect, to the
detriment of such person, the obligations of the Company in
connection with a claim based on any act or failure to act
occurring before such modification or repeal. The obligations
of the Company to indemnify a person under this Article V,
including the obligation to advance expenses, shall inure to the
benefit of the heirs, executors and administrators of such
person.
Section 5. Insurance and Other Indemnification.
The board of directors of the Company shall have the power but
shall not be obliged to (a) purchase and maintain, at the
Company expense, insurance on behalf of the Company and its
director, officers, employees and agents against liabilities
asserted against any of them, including the Company's
obligations to indemnify and advance expenses, to the extent
that power to do so is not prohibited by applicable law, and (b)
give other indemnification to the extent not prohibited by
applicable law.
ARTICLE 6 CERTIFICATES OF 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 and the signature of
the president or a vice president and the secretary or an
assistant secretary or treasurer of the Company.
Section 2. Transfers.
Shares of stock of the Company shall be transferable on the
books of the Company only by the registered holder or by duly
authorized attorney. A transfer shall be made only upon
surrender of the share certificate. Any restrictions which are
deemed to be imposed on the transfer of the Company's securities
by the Shareholder Rights Agreement dated as of February 11,
1998 between the Company and American Stock Transfer & Trust
Company, as
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it may be amended from time to time, or by any successor or
replacement rights plan or agreement, are hereby authorized.
ARTICLE 7 AMENDMENTS
These bylaws may be changed at any regular or special meeting of
the board of directors by the vote of a majority of the number
of directors in office immediately before the meeting or at any
annual or special meeting of shareholders by the vote of the
shareholders entitled to vote as required by law. Notice of any
such meeting of shareholders shall set forth the proposed change
or a summary thereof.
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