PENNSYLVANIA ENTERPRISES, INC.
B Y L A W S
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ARTICLE I
STOCKHOLDERS
Section 1. Place of Holding Meetings. Meetings of stockholders
shall be held within the State of Pennsylvania, and, unless otherwise determined
by the Board of Directors, all meetings of the stockholders shall be held at the
office of the Company.
Section 2. Voting.
(a) Voting Rights of Stockholders. - Unless otherwise provided
in the articles, every stockholder of the Company shall be
entitled to one vote for every share standing in the name
of the stockholder on the books of the Company.
(b) Voting and Other Action by Proxy.
(1) Every stockholder entitled to vote at a meeting of
stockholders may authorize another person to act for
the stockholder by proxy.
(2) The presence of, or vote or other action at a
meeting of stockholders by a proxy of a stockholder
shall constitute the presence of, or vote or action
by the stockholder.
(3) Where two or more proxies of a stockholder are
present, the Company shall, unless otherwise
expressly provided in the proxy, accept, as the vote
of all shares represented thereby the vote cast by a
majority of them and, if a majority of the proxies
cannot agree whether the shares represented shall be
voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among
those persons.
(c) Execution and Filing. - Every proxy shall be executed in
writing by the stockholder or by the duly authorized
attorney-in-fact of stockholder and filed with the
Secretary of the Company. A telegram, telex, cablegram,
datagram or similar transmission from a stockholder or
attorney-in-fact, or a photographic, facsimile or similar
reproduction of a writing executed by a stockholder or
attorney-in-fact:
(1) may be treated as properly executed for purposes of
this subsection; and
(2) shall be so treated if it sets forth a confidential
and unique identification number or other mark
furnished by the Company to the stockholder for the
purposes of a particular meeting or transaction.
(d) Revocation. A proxy, unless coupled with an interest, shall
be revocable at will, notwithstanding any other agreement
or any provision in the proxy to the contrary, but the
revocation of a proxy shall not be effective until written
notice thereof has been given to the Secretary of the
Company. An unrevoked proxy shall not be valid after three
years from the date of its execution unless a longer time
is expressly provided therein.
A proxy shall not be revoked by the death or incapacity of
the maker unless, before the vote is counted or the
authority is exercised, written notice of the death or
incapacity is given to the Secretary of the Company.
(e) Expenses. The Company shall pay the reasonable expenses of
solicitation of votes, proxies or consents of stockholders
by or on behalf of the Board of Directors or its nominees
for election to the Board, including solicitation by
professional proxy solicitors and otherwise.
(f) Voting by Fiduciaries and Pledgees. Shares of the Company
standing in the name of a trustee or other fiduciary and
shares held by an assignee for the benefit of creditors or
by a receiver may be voted by the trustee, fiduciary,
assignee or receiver. A stockholder whose shares are
pledged shall be entitled to vote the shares until the
shares have been transferred into the name of the pledgee,
or a nominee of the pledgee, but nothing in this section
shall affect the validity of a proxy given to a pledgee or
nominee.
(g) Voting by Joint Holders of Shares. Where shares of the
Company are held jointly or as tenants in common by two or
more persons, as fiduciaries or otherwise:
(1) if only one or more of such persons is present in
person or by proxy, all of the shares standing in
the names of such persons shall be deemed to be
represented for the purpose of determining a quorum
and the Company shall accept as the vote of all the
shares the vote cast by a joint owner or a majority
of them; and
(2) if the persons are equally divided upon whether the
shares held by them shall be voted or upon the
manner of voting the shares, the voting of the
shares shall be divided equally among the persons
without prejudice to the rights of the joint owners
or the beneficial owners thereof among themselves.
(3) However, if there has been filed with the Secretary
of the Company a copy, certified by an attorney at
law to be correct, of the relevant portions of the
agreement under which the shares are held or the
instrument by which the trust or estate was created
or the order of court appointing them or of an order
of court directing the voting of the shares, the
persons specified as having such voting power in the
document latest in date of operative effect so
filed, and only those persons, shall be entitled to
vote the shares but only in accordance therewith.
(h) Voting by Corporations. Any corporation that is a
stockholder of the Company may vote at meetings of
stockholders of this Company by any of its officers or
agents, or by proxy appointed by any officer or agent,
unless some other person, by resolution of the Board of
Directors of the other corporation or a provision of its
articles or bylaws, a copy of which resolution or provision
certified to be correct by one of its officers has been
filed with the Secretary of this Company, is appointed its
general or special proxy in which case that person shall be
entitled to vote the shares.
Section 3. Quorum. Any number of stockholders together holding at
least a majority of the stock issued and outstanding of the class or classes
entitled to vote, who shall be present in person or represented by proxy at any
meeting (other than an adjourned meeting as specified in Article I, Section 8,
herein) duly called, shall constitute a quorum for the transaction of business,
except as may be otherwise provided by law. The stockholders present at a duly
organized meeting can continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
Section 4. Adjournment of Meetings. If less than a quorum shall be
in attendance at the time for which the meeting shall have been called, the
meeting may be adjourned from time to time by a majority vote of the
stockholders present or represented, without any notice other than an
announcement at the meeting, until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned, in like manner, for such time, or upon
such call, as may be determined by vote.
Section 5. Annual Election of Directors. The Board of Directors
may fix and designate the date and time of the Annual Meeting of Stockholders
for the election of directors and the transaction of other business. If no such
date and time is fixed and designated by the Board, the meeting for any calendar
year shall be held on the second Wednesday in May at an hour to be named in the
notice. At each Annual Meeting, the stockholders entitled to vote shall, as
provided in Section 2 of this Article, by ballot, elect a Board of Directors,
and they may transact such other corporate business as shall come before the
meeting. The candidates receiving the highest number of votes from each class or
group of classes, if any, entitled to elect directors separately up to the
number of directors to be elected by the class or group of classes shall be
elected. If at any meeting of stockholders, directors of more than one class are
to be elected, each class of directors shall be elected in a separate election.
Section 6: Special Meetings. How Called. Special meetings of the
stockholders for any purpose or purposes, may be called at any time by the
Board, upon written request delivered to the Secretary of the Company. In
addition, an "interested stockholder" (as defined in section 2553 of the
Pennsylvania Business Corporation Law as it may from time to time be amended)
may, upon written request delivered to the Secretary of the Company, call a
special meeting for the purpose of approving a business combination under either
subsection (3) or (4) of section 2555. Any request for a special meeting of
stockholders shall state the purpose or purposes of the proposed meeting. Upon
receipt of any such request, it shall be the duty of the Secretary to give
notice, in a manner consistent with these Bylaws, of a special meeting of the
stockholders to be held at such time as the Secretary may fix, which time may
not be, if the meeting is called pursuant to a statutory right, more than sixty
(60) days after receipt of the request. If the Secretary shall neglect or refuse
to fix the date of the meeting and give notice thereof, the person or persons
calling the meeting may do so. Business transacted at any special meeting shall
be confined to the business stated in the notice.
Section 7. Manner of Voting at Stockholders' Meetings. At all
meetings of stockholders, all questions, except the question of an amendment to
the Bylaws, and the election of directors, and all such other questions, the
manner of deciding which is especially regulated by statute, shall be determined
by a majority vote of the stockholders entitled to vote present in person or
represented by proxy; provided, however, that any qualified voter may demand a
stock vote, and in that case, such stock vote shall immediately be taken.
Section 8. Notice of Stockholders' Meetings. Written notice of
every meeting of the stockholders stating the place, the date and hour thereof
and the matters to be acted on at such meeting, shall be given in a manner
consistent with the applicable provisions of section 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, or
any successor act or regulation (the "Exchange Act"), by, or at the direction
of, the Secretary of the Company or, in the absence of the Secretary of the
Company any Assistant Secretary of the Company, at least twenty (20) days prior
to the day named for a meeting, to each stockholder entitled to vote thereat on
the date fixed as a record date in accordance with these Bylaws or, if no record
date be fixed, then of record at the close of business on the 50th day next
preceding the day of the meeting, at such address as appears on the transfer
books of the Company. Any notice of any meeting of stockholders shall state
that, for purposes of any meeting that has been previously adjourned for one or
more periods aggregating at least fifteen (15) days because of an absence of a
quorum, the stockholders entitled to vote who attend such a meeting, although
less than a quorum pursuant to Article 1, Section 3 of these Bylaws, shall
nevertheless constitute a quorum for the purpose of acting upon any matter set
forth in the original notice of the meeting that was so adjourned. Notice or
other communications need not be sent to any stockholder with whom the Company
has been unable to communicate for more than twenty-four (24) consecutive months
because communications to the stockholder are returned unclaimed or the
stockholder has otherwise failed to provide the Company with a current address.
Whenever the stockholder provides the Company with a current address, the
Company shall commence sending notices and other communications to the
stockholder in the same manner as to the other stockholders.
Section 9. Nominations of Directors. (Effective immediately after
the 1995 Annual Meeting) Nominees for election to the Board shall be selected by
the Board or a committee of the Board to which the Board has delegated the
authority to make such selections pursuant to these Bylaws. The Board or such
committee, as the case may be, will consider written recommendations from
stockholders for nominees for election to the Board provided any such
recommendation, together with (i) such information regarding each nominee as
would be required to be included in a proxy statement filed pursuant to the
Exchange Act, (ii) a description of any arrangements or understandings among the
recommending stockholder and each nominee and any other person with respect to
such nomination, and (iii) the consent of each nominee to serve as a director of
the Company if so elected, is received by the Secretary of the Company, in the
case of an annual meeting of stockholders, not later than the date specified in
the most recent proxy statement of the Company as the date by which stockholder
proposals for consideration at the next annual meeting of stockholders must be
received, and, in the case of a special meeting of stockholders, not later than
the tenth day after the giving of notice of such meeting. Only persons duly
nominated for election to the Board in accordance with this Section 9 and
persons with respect to whose nominations proxies have been solicited pursuant
to a proxy statement filed pursuant to the Exchange Act shall be eligible for
election to the Board.
ARTICLE II
DIRECTORS
Section 1. First Meeting. The newly elected directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the Annual Meeting of
Stockholders, or the time and place of such meeting may be fixed by consent in
writing of all the directors.
Section 2. Election of Officers. At such meeting the directors
shall elect a President, one or more Vice Presidents, a Treasurer and a
Secretary, who need not be directors. The directors may also elect such other
officers as provided in Article III, Section 1. of these Bylaws. Such officers
shall hold office until the next annual election of officers and until their
successors are elected and qualify, unless removed by the Board of Directors as
provided in Section 8 of Article III of these Bylaws.
Section 3. Regular Meetings. Regular meetings of the
directors may be held without notice at such places and
times as shall be determined from time to time by resolution of the directors.
Section 4. Special Meetings. How called. Notice. Special
meetings of the Board may be called by either the President, the Secretary,
the Chairman of the Executive Committee or by the Secretary pursuant to the
written request of any two directors, upon forty-eight (48) hours' notice
afforded by either telephone, telegraph, facsimile or personal notice, or
upon three (3) days' notice afforded by mail.
Section 4A. Chairman of the Board of Directors. The Chairman of
the Board of Directors shall be a member of the Board of Directors. He shall
preside as Chairman at all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as are specified in these Bylaws
or as are usually performed by a Chairman of the Board of Directors, or as from
time to time shall be assigned to him by the Board of Directors. In the absence
of, or at the request of, the Chairman of the Board of Directors, the Board of
Directors is authorized to designate a Chairman for the Annual Meeting or
special meetings.
Section 5. Number and Quorum. The number of directors shall be not
less than three (3) nor more than fifteen (15). Within such limits, the number
of directors may be increased or decreased by the Board of Directors from time
to time without a vote of the stockholders. The directors shall be elected by
the stockholders, at the Annual Meeting of stockholders, in each year, to hold
office for the term of one year and until their successors are chosen. A
majority of the directors in office shall constitute a quorum for the
transaction of business. Directors need not be stockholders.
Section 6. Place of Meeting. The directors may hold their meetings
and have one or more offices, and keep the books of the Company, outside the
State of Pennsylvania, at any office or offices of the Company, or at any other
place, as they may from time to time by resolution determine.
Section 7. Powers of Directors. The Board of Directors shall have
all the necessary powers for the management of the business of the Company, and
subject to the restrictions imposed by law, or by these Bylaws, may exercise all
the powers of the Corporation.
Section 8. Vacancies. Vacancies occurring in the membership of the
Board of Directors, from whatever cause arising, shall be filled by a majority
vote of the remaining directors, and in case of any increase in the number of
directors, the additional directors authorized by such increase shall be elected
by a majority vote of the directors in office, although less than a quorum.
Section 9. Removal of Directors. Any one or more of the directors
may be removed, either with or without cause, at any time, by a majority vote of
the stockholders entitled to vote at any regular or special meeting. The
successor or successors of any director or directors so removed shall be elected
by the remaining directors.
Section 10. Compensation of Directors. Directors and members of
any committee of the Board of Directors, except full-time officers and employees
of the Company, shall be entitled to such reasonable compensation for their
services as directors and members of any such committee as shall be fixed from
time to time by resolution of the Board of Directors, and shall also be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. The compensation of directors may be paid on such basis as is
determined in the resolution of the Board of Directors.
Section 11. Executive Committee and Other Committees. How
Appointed. The directors may by a resolution adopted by a majority of the
directors in office appoint from their number an Executive Committee of three or
more members and other Committees of one or more members. The Committees may
make their own rules of procedure and shall meet where and as provided by such
rules, or by a resolution of the directors. A majority shall constitute a
quorum, but in every case the affirmative vote of a majority of all the members
of the committee shall be necessary to the adoption of any resolution.
Section 12. Executive Committee. Powers. During the intervals
between the meetings of the directors, the Executive Committee shall have and
may exercise all the powers of the directors in the management of the business
and affairs of the Company, including power to authorize the seal of the Company
to be affixed to all papers which may require it, in such manner as such
committee shall deem best for the interests of the Company, in all cases in
which specific directions shall not have been given by the directors. Neither
the Executive Committee or any other committee of the Board of Directors created
by these Bylaws nor the Board of Directors shall have any power or authority as
to the following:
(i) the submission to stockholders of any action requiring
approval of stockholders under the Pennsylvania Business Corporation Law.
(ii) the creation or filling of vacancies in the Board of
Directors.
(iii) the adoption, amendment or repeal of the Bylaws.
(iv) the amendment or repeal of any resolution of the Board that
by its terms is amendable or repealable only by the Board.
(v) action on matters committed by the Bylaws or resolution of
the Board of Directors to another committee of the Board.
Section 13. Meeting by Telephonic Conference. Any meeting of the
Board of Directors or of a committee thereof, including the Executive Committee,
may be held in which any one or more or all of the directors or participants may
participate as if present in person, by means of conference telephone or similar
communication equipment in a manner by which all persons participating in the
meeting can hear each other.
Section 14. Substitute Committee Members. The Board may designate
one or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee or for the
purposes of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of the absent or
disqualified member.
Section 15. Personal Liability of Directors. To the fullest extent
that the laws of the Commonwealth of Pennsylvania, as now in effect or as
hereafter amended, permit elimination or limitation of the liability of
directors, no director of the Company shall be personally liable for monetary
damages as such for any action taken, or any failure to take any action, as a
director. Further, any amendment or repeal of this Section 15 which has the
effect of increasing director liability shall operate prospectively only, and
shall not affect any action taken, or any failure to act, prior to its adoption.
Section 16. Action by Consent of Directors. Any action required or
permitted to be taken at a meeting of the Board or of a committee of the Board
may be taken without a meeting if, prior or subsequent to the action, a consent
or consents in writing setting forth the action so taken shall be signed by all
of the directors in office or the members of the committee, as the case may be,
and filed with the Secretary of the Company.
ARTICLE III
OFFICERS
Section 1. Required Officers of the Company. The officers of the
Company shall be a President, one or more Vice Presidents, a Secretary and a
Treasurer, one or more Assistant Secretaries, and one or more Assistant
Treasurers. One person may hold any two offices except the office of President
and Vice President. The Board of Directors may appoint such other officers as
from time to time they may determine. All officers of the Company, as between
themselves and the Company, shall have such authority and perform such duties in
the management of the Company as may be provided by or pursuant to the Board of
Directors, or as may be determined by or pursuant to these Bylaws.
Section 2. President. The President shall be the Chief Executive
Officer of the Company and shall have general management and control of the
business and affairs of the Company, subject to the direction of the Board of
Directors, and he shall generally do and perform all acts incident to the office
of the President, or which are authorized or required by law. The President
shall have power to call special meetings of the stockholders or directors for
any purpose or purposes, and when authorized by the Board of Directors or these
Bylaws shall make and sign contracts and agreements in the name of and on behalf
of the Company.
Section 3. Vice Presidents. Each Vice President shall have such
powers and shall perform such duties as may be assigned to him by the President
or the Board of Directors. In case of the absence or disability of the
President, the duties of the office of the President shall be performed by the
Vice Presidents in the order of priority established by the Board, and unless
and until the Board of Directors shall otherwise direct.
Section 4. Secretary. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by law or by these Bylaws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors or stockholders upon
whose request the meeting is called, as provided in these Bylaws. He shall
record all the proceedings of the meetings of the stockholders and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He shall
have custody of the seal of the Company and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest the same.
Section 5. Assistant Secretary. The Board of Directors may appoint
an Assistant Secretary or more than one Assistant Secretary. Each Assistant
Secretary shall have such powers and shall perform such duties as may be
assigned to him by the Board of Directors or the President.
Section 6. Treasurer. The Treasurer shall have the custody of all
funds, securities, evidences of indebtedness and other valuable documents of the
Company; he shall receive and give or cause to be given receipts and
acquittances for moneys paid in on account of the Company and shall pay out of
the fund on hand all just debts of the Company, of whatever nature upon maturity
of the same; he shall enter or cause to be entered in books of the Company to be
kept for that purpose full and accurate accounts of all moneys received and paid
out on account of the Company, and he shall perform all the other duties
incident to the office of the Treasurer. If the Board of Directors so determine,
he shall give the Company a bond for the faithful discharge of his duties in
such amount and with such security as the Board shall prescribe.
Section 7. Assistant Treasurer. The Board of Directors may appoint
an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant
Treasurer shall have such powers and shall perform such duties as may be
assigned to him by the Board of Directors or the President.
Section 8. Removal of Officers and Agents. Any officer or agent of
the Company may be removed by the Board of Directors with or without cause. The
removal shall be without prejudice to the contract rights, if any, of any person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
ARTICLE IV
CAPITAL STOCK
Section 1. Issue of Certificates of Stock. Certificates of the
shares of the capital stock of the Company shall be in such form as shall be
approved by the Board of Directors. Each stockholder shall be entitled to a
certificate of his stock under the seal of the Company, executed, by facsimile
or otherwise, by or on behalf of the Company, by the President or a Vice
President, and also by the Treasurer or an Assistant Treasurer. In case any
officer who has signed or whose facsimile signature has been placed upon any
share certificate shall have ceased to be such officer, because of death,
resignation or otherwise, before the certificate is issued, it may be issued by
the Company with the same effect as if the officer had not ceased to be such at
the time of issue. No stock certificate shall be valid unless countersigned and
registered in such manner, if any, as the directors shall by resolution
prescribe.
Section 2. Transfer of Shares. The shares of stock of the Company
shall be transferable upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Company by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other person as the directors may designate, by whom they shall be cancelled,
and new certificates shall thereupon be issued. A record shall be made of each
transfer, and a duplicate thereof mailed to the Pennsylvania office of the
Company.
Section 3. Dividends. The directors may declare dividends from the
surplus or net profits arising from the business of the Company as and when they
deem expedient. Before declaring any dividend, there may be reserved out of the
accumulated profits such sum or sums as the directors from time to time, in
their discretion, think proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends, or for such other purposes as the
directors shall think conducive to the interest of the Company.
Section 4. Lost Certificates. If the owner of a share certificate
claims that it has been lost, destroyed, or wrongfully taken, the Company shall
issue a new certificate in place of the original certificate if the owner so
requests before the Company has notice that the certificate has been acquired by
a bona fide purchaser and if the owner has filed with the Company an indemnity
bond and an affidavit of facts satisfactory to the Board or its designated
agent, and has complied with such other reasonable requirements, if any, as the
Board may deem appropriate.
Section 5. Rules as to Issue of Certificates. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock of the
Company.
Each and every person accepting from the Company certificates of
stock therein shall furnish the Corporation a written statement of his or her
residence or post office address.
Section 6. Holder of Record to be deemed Holder in Fact. The
Company 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 or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by law or by Section 7 of this
Article.
Section 7. Shares of Stock Held for Account of Another. The Board
of Directors is authorized to adopt a procedure whereby a stockholder of the
Corporation may certify in writing that all or part of the shares of stock
registered in the name of the stockholder are held for account of a specified
person or persons. The resolution of the Board of Directors that adopts this
certification procedure may include the following:
(1) The class of stockholder who may qualify.
(2) The purpose or purposes for which the certification may be
made.
(3) The form of certification and the information that it should
contain.
(4) The time after the record date within which the
certification must be received by the Corporation, if the
certification concerns a record date.
(5) Any other provisions regarding the certification procedure
that the Board of Directors deems necessary or desirable.
On receipt by the Corporation of a certification that complies
with the procedure adopted by the Board of Directors, the person specified in
the certification is deemed, for the purpose set forth in the certification, to
be the holder of record of the shares of stock indicated in the certification in
place of the stockholder making the certification.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Company shall
end on the 31st day of December of each year.
Section 2. Checks, etc. All checks, drafts or orders for the
payment of money shall be signed by such officer(s) or agent(s) as the directors
may designate.
Section 3. Notice and Waiver of Notice. Except as provided in
Article 1 Section 8 of these Bylaws, whenever, under the provisions of the
Pennsylvania Business Corporation Law or of the Articles or of these Bylaws or
otherwise, written notice is required to be given to any person, it may be given
to such person either personally or by sending a copy thereof by first class or
express mail, postage prepaid, telegram (with messenger service specified),
telex, TWX (with answerback received), courier service (with charges prepaid) or
facsimile transmission to his or her address (or to his or her telex, TWX, or
facsimile number) appearing on the books of the Company or, in the case of
directors, supplied by the director to the Company for the purpose of notice. If
the notice is sent by mail, telegraph or courier service, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office or courier service for delivery to that
person. A notice given by telex or TWX shall be deemed to have been given when
dispatched. If mailed at least twenty (20) days prior to the meeting or
corporate action to be taken, notice may be sent by any class of postpaid mail
(including bulk mail). Whenever any notice is required to be given by the
Pennsylvania Business Corporation Law or by the Articles or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
nor the purpose of a meeting need be specified in the waiver of notice of the
meeting. Attendance of a person at any meeting shall constitute a waiver of
notice of the meeting, except where any person attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting was
not lawfully called or convened, and the person so objects at the beginning of
the meeting.
Section 4. Inspection of Books. Every stockholder shall, upon
written verified demand stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business for any
proper purpose, the share register books and records of account, and records of
the proceedings of the incorporators, stockholders and directors and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to the interest of the person as a stockholder. In every instance where
an attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand shall be directed to the Company at its registered
office in the Commonwealth of Pennsylvania or at its principal place of business
wherever situated.
Section 5. Record date. The Board of Directors may fix a time
prior to the date of any meeting of stockholders as a record date for the
determination of the stockholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of stockholders. Only
stockholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the Company after any record date fixed
as provided in this subsection. The Board of Directors may similarly fix a
record date for the determination of stockholders of record for any other
purpose. When a determination of stockholders for a record date has been made as
provided in this Section for the purpose of a meeting, such determination shall
apply to any adjournments thereof unless the Board fixes a new record date for
the adjourned meeting.
ARTICLE VI
AMENDMENT AND REPEAL
Section 1. Amendment and Repeal of Bylaws. The stockholders by the
affirmative vote of the holders of a majority of the stock issued and
outstanding of the class or classes entitled to vote, may at any meeting,
provided the substance of the proposed amendment shall have been stated in the
notice of the meeting, amend, alter or repeal any of these Bylaws.
Section 2. Amendments By Directors. Except as prohibited by
law, the directors, by the affirmative vote of a majority of the Board,
may at any meeting amend, alter or repeal these Bylaws, in whole or in part.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. Except as prohibited by law,
every director and officer of the Company shall be entitled as of right to be
indemnified by the Company against reasonable expense and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the Company or otherwise, in which
he or she may be involved, as a party or otherwise, by reason of such person
being or having been a director or officer of the Company or by reason of the
fact that such person is or was serving at the request of the Company as a
director, officer, employee, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity (such claim, action, suit or proceeding hereinafter being referred to as
"Action"). Such indemnification shall include the right to have expenses
incurred by such person in connection with an Action paid in advance by the
Company prior to final disposition of such Action, subject to such conditions as
may be prescribed by law. Persons who are not directors or officers of the
Company may be similarly indemnified in respect of service to the Company or to
another such entity at the request of the Company to the extent the Board of
Directors at any time designates such person as entitled to the benefits of this
Section. As used herein, "expense" shall include fees and expenses of counsel
selected by such person; and "liability" shall include amounts of judgments,
excise taxes, fines and penalties, and amounts paid in settlement.
Section 2. Right of Claimant to Bring Suit. If a claim for
indemnification by any person eligible to be indemnified under Section 1 is not
paid in full by the Company within 30 days after a written claim has been
received by the Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to any such suit
that the conduct of the claimant was such that under Pennsylvania law the
Company would be prohibited from indemnifying the claimant for the amount
claimed, but the burden of proving such defense shall be on the Company. Neither
the failure of the Company (including its Board of Directors, independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the claimant is proper in the
circumstances because the conduct of the claimant was not such that
indemnification would be prohibited by law, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel or its
stockholders) that the conduct of the claimant was such that indemnification
would be prohibited by law, shall be a defense to the suit or create a
presumption that the conduct of the claimant was such that indemnification would
be prohibited by law.
Section 3. Insurance and Funding. The Company may purchase and
maintain insurance to protect itself and any person eligible to be indemnified
hereunder against any liability or expense asserted or incurred by such person
in connection with any Action, whether or not the Company would have the power
to indemnify such persons against such liability or expense by law or under the
provisions of this Article VII. The Company may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
Section 4. Non-exclusivity; Nature and Extent of Rights. The right
of indemnification provided for herein (1) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any agreement, by-law or charter
provision, vote of stockholders or directors or otherwise, (2) shall be deemed
to create contractual rights in favor of persons entitled to indemnification
hereunder, (3) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were designated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder and (4) shall
be applicable to Actions commenced after the adoption hereof, whether arising
from acts or omissions occurring before or after the adoption hereof. The right
of indemnification provided for herein may not be amended, modified or repealed
so as to limit in any way the indemnification provided for herein with respect
to any acts or omissions occurring prior to the effective date of any such
amendment, modification or repeal.
ARTICLE VIII
EXCEPTIONS TO PENNSYLVANIA BUSINESS CORPORATION LAW
Section 1. Control Share. Pursuant to Section 2561(b)(2), the
provisions of Subchapter G - Control Share Acquisitions of Chapter 25 of the
Pennsylvania Business Corporation Law shall not be applicable to PEI.
Section 2. Disgorgement of Profits. Pursuant to Section 2571(b)
(2), the provisions of Subchapter H - Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control of Chapter
DATED: January 20, 1999