AMENDED AND RESTATED BY-LAWS
of
WEIS MARKETS, INC.
(a Pennsylvania corporation)
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the corporation
in Pennsylvania shall be at the place designated in the Articles of
Incorporation, subject to transfer upon notice to the Secretary of the
Commonwealth of Pennsylvania as may be permitted by law.
Section 1.2 Other Offices. The corporation may also have offices at
such other places as the Board of Directors may from time to time appoint or
the business of the corporation may require.
ARTICLE II
SEAL
The corporation's seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal
Pennsylvania." Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE III
SHAREHOLDERS MEETINGS
Section 3.1 Place of Meetings. All meetings of the shareholders shall
be held at the registered office of the corporation or at such other place,
within or without the Commonwealth of Pennsylvania, as the Board of Directors
may from time to time determine.
Section 3.2 Annual Meeting. An annual meeting of the shareholders
shall be held each year at such time and on such date as shall be designated by
resolution of the Board of Directors for the election of Directors and the
transaction of such other business as may properly be brought before the
meeting.
Section 3.3 Special Meetings.
(a) Special meetings of the shareholders may be called at any time by
a resolution adopted by a majority of the Board of Directors or by written
request given to the Secretary of the corporation by the Chairman of the Board,
by the Chief Executive Officer or by the holders of at least 40% of the voting
power of the outstanding shares of the corporation which would be entitled to
vote at the special meeting.
(b) If called by a majority of the Board of Directors, a resolution of the
Board of Directors shall state the purpose or purposes of the meeting. If
called by the Chairman of the Board, the Chief Executive Officer or
shareholders, a request for a special meeting shall state the purpose or
purposes of the meeting.
(c) Upon receipt of a proper request for a special meeting, it shall be
the duty of the Secretary to fix (unless fixed in the resolution of the Board
calling the meeting) the time and date of such meeting to be held not less than
thirty (30) days nor more than ninety (90) days (60 days in the case of a
meeting called pursuant to statutory right) after receipt of the request, and
to give notice stating the time, date, place and purpose or purposes of the
meeting. If the Secretary shall fail to fix the time and date of the meeting
and give notice thereof on or before the latest date that such notice may be
given under law and the Articles and By-Laws of the corporation, the person or
persons calling the meeting may do so at any time within 30 days thereafter by
giving notice of the meeting to be held not less than 30 nor more than 60 days
after the date such notice is given.
(d) The business transacted at a special meeting shall be confined to
the purpose or purposes stated in the notice of the meeting and matters germane
thereto.
Section 3.4 Notice of Meetings.
(a) Notice of every meeting of the shareholders shall be given by or at
the direction of the Secretary to each shareholder of record entitled to vote at
the meeting, at least five (5) days prior to the date named for the meeting,
unless a greater period of notice is required by law in a particular case. Such
notice need not be given to shareholders not entitled to vote at the meeting
unless such shareholders are entitled by law to such notice in a particular
case.
(b) Notice may be given to the shareholder personally or by sending a
copy thereof by first class or express mail, postage prepaid, or courier
service, charges prepaid, to his postal address appearing on the books of the
corporation, and any notice so sent shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with a
courier service for delivery to that person. To the extent permitted by law,
notice may also be sent to a shareholder by other classes of United States mail
to his postal address, or by facsimile transmission, e-mail or other electronic
communication to his facsimile number or his address for e-mail or other
electronic communications supplied by him to the corporation for the purpose of
notice and, unless otherwise provided by law, any notice so sent shall be deemed
to have been given to the person entitled thereto when sent.
(c) Such notice shall specify the day and hour and the geographic
location, if any, of the meeting, and, in the case of a special meeting, shall
state the general nature of the business to be transacted and, in the case of an
annual meeting, shall state the nature of the business to be transacted if and
to the extent required by law.
(d) Upon adjournment of an annual or special meeting of shareholders
it shall not be necessary to give any notice of the adjourned meeting or of the
business to be transacted thereat, other than by announcement at the meeting at
which such adjournment is taken.
Section 3.5 Waiver of Notice. Whenever any notice is required to be
given to a shareholder under the provisions of applicable law or by the
Articles or these By-Laws, a waiver thereof in writing, signed by such
shareholder either before or after the time stated therein, and whether before
or after the meeting, shall be deemed equivalent to the giving of due notice.
Neither the business to be transacted at, nor the purpose of, the meeting need
be specified in the waiver of notice of such meeting. Attendance of any
shareholder, either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting unless such shareholder entitled to notice
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.
Section 3.6 Quorum. The presence, in person or by proxy, of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter shall constitute a
quorum for the purpose of considering such matter at any meeting of the
shareholders for the election of Directors or for the transaction of other
business except as otherwise provided by statute or in the Articles or these
By-Laws. The shareholders 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. If, however, any meeting of
shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat present, in person or by proxy, shall have
the power to adjourn the meeting to such time and place as they may determine
and in the case of any meeting called for the election of Directors, those who
attend such adjourned meeting, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing Directors.
Section 3.7 Shareholders Entitled to Vote. Subject to the provisions of
this Section and Section 3.9 and except as may be otherwise provided by law or
in the Articles of Incorporation, every shareholder shall have the right at
every shareholders' meeting to cast one vote for every share having voting power
standing in his name on the books of the corporation. In the event the Board
of Directors shall fix a time, not less than ten (10) or more than ninety (90)
days prior to the date of any meeting of shareholders, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting, only such shareholders as shall be shareholders of record on the date
so fixed shall be entitled to notice of, or to vote at, such meeting
notwithstanding any transfer of shares on the books of the corporation after
such record date. If a record date shall not be fixed by the Board of Directors
for a particular shareholders' meeting, the record date for determining the
shareholders entitled to notice of and to vote at the meeting shall be the close
of business on the fifth business day preceding the date notice of the meeting
was first given by the corporation.
Section 3.8 Shareholders May Vote in Person or by Proxy. Every
shareholder entitled to vote at a meeting of shareholders may authorize another
person to act for him by proxy. Every proxy shall be executed or authenticated
by the shareholder or his duly authorized attorney-in-fact and filed with or
transmitted to the Secretary of the corporation or its designated agent. A
shareholder or his duly authorized attorney-in-fact may execute or authenticate
a writing or transmit an electronic message to the Secretary or the
corporation's designated agent authorizing another person to act for him by
proxy. A telegram, telex, cablegram, datagram, e-mail, Internet communication
or other means of electronic transmission from a shareholder or attorney-in-
fact, or a photographic, facsimile or similar reproduction of a writing executed
by a shareholder or attorney-in-fact, may be treated by the judges of election
as properly executed or authenticated for purposes of this Section and shall be
so treated if it sets forth or utilizes a confidential and unique identification
number or other mark furnished by the corporation to the shareholder for
purposes of the particular meeting.
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 notice
thereof has been given to the Secretary of the corporation or its designated
agent. No unrevoked proxy shall be valid after eleven (11) months from the
date of its execution, authentication or transmission, unless a longer time is
expressly provided therein, but in no event shall a proxy, unless coupled with
an interest, be valid to vote with respect to more than one meeting (and any
adjournment thereof) or to vote at any annual meeting other than the next
annual meeting (and any adjournment thereof) to be held after the date of
execution, authentication or transmission thereof. 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 such death or incapacity is given
to the Secretary of the corporation.
Section 3.9 Elections of Directors; Cumulative Voting. Elections for
Directors need not be by ballot unless required by vote of the shareholders
before the voting for election of Directors begins. In each election for
Directors, every shareholder entitled to vote therein shall have the right, in
person or by proxy, to multiply the number of votes to which he may be entitled
by the total number of Directors to be elected in the same election, and he may
cast the whole number of such votes for one candidate or he may distribute them
among any two or more candidates. The candidates receiving the highest number
of votes validly cast, up to the number of Directors to be elected in the
particular election, shall be elected.
Section 3.10 Voting Lists. The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any shareholder during the whole time of the
meeting for the purposes thereof, except that if the corporation has five
thousand or more shareholders, in lieu of the making of such list, the
corporation may make the information therein available at the meeting by any
other means.
Section 3.11 Judges of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint Judges of Election, who may but
need not be shareholders, to act at such meeting or any adjournment thereof. If
Judges of Election be not so appointed, the Chairman of any such meeting may,
and on the request of any shareholder or his proxy shall, make such appointment
at the meeting. The number of Judges shall be one or three. If appointed at
the meeting on the request of one or more shareholders or proxies, the question
whether one or three Judges are to be appointed shall be determined by the
Chairman of the meeting. No person who is a candidate for office to be filled
at the meeting shall act as a Judge. In case any person appointed as Judge
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the convening of the
meeting, or at the meeting by the person acting as Chairman. The Judges of
Election shall have the power to determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies, to
receive votes or ballots, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes and determine the result and to do such acts as may be proper to conduct
the election or vote with fairness to all shareholders. They shall, if
requested by the Chairman of the meeting or any shareholder or his proxy, make
a written report of any matter determined by them and execute a certificate of
any fact found by them, which shall be prima facie evidence of the facts stated
therein. If there be three Judges of Election, the decision, act or certificate
of a majority shall be effective in all respects as the decision, act, or
certificate of all.
Section 3.12 Informal Action by Shareholders. Except as may be
otherwise provided by statute or in the Articles of Incorporation,
notwithstanding anything to the contrary contained in these By-Laws, any action
which may be taken at a meeting of the shareholders may be taken without a
meeting, if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the corporation.
Section 3.13 Notice of Business to be Presented at Shareholder Meetings.
(a) Annual Meetings of Shareholders. The proposal of business to be
considered by the shareholders at an annual meeting of shareholders may be made
(i) pursuant to the corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any shareholder of the corporation who was
a shareholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section. For business to be properly
brought before an annual meeting by a shareholder pursuant to clause (iii) of
the preceding sentence, such business must be a proper matter for shareholder
action, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation and such notice must comply with the following
requirements:
(1) To be timely, a shareholder's notice given pursuant to this Section must
be received at the principal executive offices of the corporation, addressed to
the Secretary, not less than 120 calendar days before the date of the
corporation's proxy statement released to shareholders in connection with the
previous year's annual meeting or, if none, its most recent previous annual
meeting. Notwithstanding the preceding sentence, if the date of the annual
meeting at which such business is to be presented has been changed by more than
30 days from the date of the most recent previous annual meeting, a
shareholder's notice shall be considered timely if so received by the
corporation (i) on or before the later of (x) 150 calendar days before the date
of the annual meeting at which such business is to be presented or (y) 30 days
following the first public announcement by the corporation of the date of such
annual meeting and (ii) not later than 15 calendar days prior to the scheduled
mailing date of the corporation's proxy materials for such annual meeting. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above.
(2) A shareholder's notice given pursuant to this Section shall set forth
(A) the name and address of the shareholder who intends to make the proposal
and the classes and numbers of shares of the corporation's stock beneficially
owned by such shareholder; (B) a representation that the shareholder is and will
at the time of the annual meeting be a holder of record of stock of the
corporation entitled to vote at such meeting on the proposal(s) specified in the
notice and intends to appear in person or by proxy at the meeting to present
such proposal(s), (C) a description of the business the shareholder intends to
bring before the meeting, including the text of any proposal or proposals to be
presented for action by the shareholders, (D) the name and address of any
beneficial owner(s) of the corporation's stock on whose behalf such business is
to be presented and the class and number of shares beneficially owned by each
such beneficial owner and (E) the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder or any
such beneficial owner.
(b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to Section 3.3.
(c) General. (i) Only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth or referred to in this Section. The Chairman of the
meeting shall have the power and the duty to determine whether any business
proposed to be brought before a meeting was proposed in accordance with the
procedures set forth in this Section and, if any business is not in compliance
with this Section, to declare that such defective proposal shall be disregarded.
(ii) For purposes of this Section and Section 3.14, (A) "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
the Associated Press or a comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and (B) "beneficial ownership" shall be determined in accordance
with Rule 13d-3 under the Exchange Act or any successor rule.
(iii) Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section and Section 3.14. Nothing in this Section shall be deemed
to affect any rights of a shareholder to request inclusion of a proposal in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
any successor rule, or to present for action at an annual meeting any proposal
so included.
Section 3.15 Notice of Nominations of Director Candidates.
(a) Notice of Nominations. The nomination of any candidate or candidates
for election as a Director of the corporation at an annual meeting of
shareholders or a special meeting called for the election of Directors may be
made (i) pursuant to the corporation's Proxy Statement, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this Section. For the
nomination of any Director candidate or candidates to be properly brought before
an annual or special meeting by a shareholder pursuant to clause (iii) of the
preceding sentence, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such notice must comply with the
following requirements:
(1) To be timely, a shareholder's notice given pursuant to this Section must
be received at the principal executive offices of the corporation, addressed to
the Secretary,
(A) in the case of an annual meeting of shareholders, not less than 120
calendar days before the date of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting or, if none,
its most recent previous annual meeting. Notwithstanding the preceding
sentence, if the date of the annual meeting at which such nomination is to be
presented has been changed by more than 30 days from the date of the most recent
previous annual meeting, a shareholder's notice shall be considered timely if
so received by the corporation (i) on or before the later of (x) 150 calendar
days before the date of the annual meeting at which such business is to be
presented or (y) 30 days following the first public announcement by the
corporation of the date of such annual meeting and (ii) not later than 15
calendar days prior to the scheduled mailing date of the corporation's proxy
materials for such annual meeting.
(B) in the case of a special meeting of shareholders called to elect one or
more Directors, not later than 10 calendar days after the date of the first
public announcement by the corporation announcing the call of a special meeting
of shareholders to elect one or more Directors and containing at least the
following information: (i) the earliest date at which such special meeting may
be held and (ii) the maximum number of Directors to be elected at such meeting.
In no event shall the public announcement of an adjournment of an annual or
special meeting commence a new time period for the giving of a shareholder's
notice as described above.
(2) A shareholder's notice given pursuant to this Section shall set forth
(A) the name and address of the shareholder who intends to make the nominations
and of each proposed nominee; (B) a representation that the shareholder is and
will at the time of the meeting be a holder of record of stock of the
corporation entitled to vote at such meeting in the election of Directors and
intends to appear in person or by proxy at the meeting to place in nomination
the names of the candidates named in the notice, (C) a description of all
arrangements or understandings between the notifying shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the notifying
shareholder; (D) the classes and numbers of shares of the corporation's stock
beneficially owned by the notifying shareholder, each proposed nominee and each
other person identified pursuant to clause (C); (D) such other information
regarding each nominee as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated by the Board of Directors; and (E) the written
consent of each nominee to serve as a Director of the corporation if elected.
(b) Validity of Nominations. Only those candidates whose names have been
placed in nomination at the meeting prior to the commencement of voting and
in accordance with the procedures set forth in this Section shall be eligible
for election as a Director at any meeting of shareholders. The Chairman of the
meeting shall have the power and duty to determine whether any candidate for
election as a Director has been nominated in accordance with the procedures set
forth in this Section, and if any nomination is not in compliance with this
Section, to declare that such candidate is ineligible for election. Votes in
favor of any candidate not nominated and eligible for election in accordance
with the procedures set forth in this Section shall be disregarded.
ARTICLE IV
DIRECTORS
Section 4.1 Number; Term of Office; Independent Directors.
(a) The business and affairs of the corporation shall be managed by a
Board of not less than five (5) Directors who shall be persons of full age.
Initially the number of Directors shall be as stated in the Articles of
Incorporation, and thereafter it shall be such number as shall have been last
specified by resolution (if any) of the Board of Directors or shareholders.
Directors need not be residents of Pennsylvania or shareholders in the
corporation. At each annual meeting the Directors shall be elected by the
shareholders to serve for a term of one (1) year and until their respective
successors shall be elected and shall qualify.
(b) The Board of Directors shall include at least three (3) "Independent"
Directors (as that term is defined in Section 303.01 of the Listed Company
Manual of the New York Stock Exchange or any successor provision thereto). For
the avoidance of doubt, none of Robert F. Weis, his spouse and his children
(collectively, "Robert Weis Family Members") shall be considered "Independent"
for purposes of that definition. Notwithstanding the foregoing, if the Board of
Directors shall, due to death, disability, resignation or otherwise, at any time
temporarily not include three Independent Directors, such failure to have three
(3) Independent Directors shall not affect the validity of actions taken by the
Board of Directors.
Section 4.2 Vacancies. Vacancies in the Board of Directors, whether or not
caused by an increase in the number of Directors, may be filled by a majority of
the remaining members of the Board though less than a quorum, and each person
so elected shall be a Director to serve for the balance of the unexpired term.
Section 4.3 Place of Meetings. The meetings of the Board of Directors may
be held at such place within or without the Commonwealth of Pennsylvania as a
majority of the Directors may from time to time by resolution appoint, or as may
be designated in the notice or waiver of notice of a particular meeting; in the
absence of specification, such meetings shall be held at the registered office
of the corporation.
Section 4.4 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately after the annual meeting of
the shareholders at the place where the shareholders' meeting was held, for the
purpose of organization, the election of officers and the transaction of other
business; or such meeting may convene at such other time and place as may be
fixed by resolution of the shareholders adopted at the meeting at which the
Directors were elected, or by the consent in writing of all the Directors.
Section 4.5 Regular Meetings. Regular meetings of the Board of Directors
may be held at such times as the Board may by resolution determine. If any
day fixed for a regular meeting shall be a legal holiday, then the meeting shall
be held at the same hour and place on the next succeeding secular day.
Section 4.6 Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or the Chief Executive
Officer, and shall be called upon the written request of any two or more
Directors delivered to the Secretary. Any such request by Directors shall state
the time, place and purpose or purposes of the proposed meeting, and upon
receipt of such request it shall be the duty of the Secretary to issue the
notice for such meeting promptly. If the Secretary shall neglect to issue such
notice, the Directors making the request may do so.
Section 4.7 Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice, unless any such meetings are held at other than the
usual time or place, in which event, written notice shall be given to each
Director at least five (5) days prior to the day fixed for the meeting. Written
notice of a special meeting shall be given to each Director in a manner
reasonably calculated to be received by him or at his address at least twenty-
four (24) hours before the meeting. Any written notice herein required may be
given to a Director personally or by sending a copy thereof by first class or
express mail, postage prepaid, or courier service, charges prepaid, to his
postal address appearing on the books of the corporation or supplied by him to
the corporation for the purpose of notice, and any notice so sent shall be
deemed to have been given to the Director when deposited in the United States
mail or with a courier service for delivery to the Director. To the extent
permitted by law, notice may also be sent to a Director by facsimile
transmission, e-mail or other electronic communication to his facsimile number
or his address for e-mail or other electronic communications supplied by him to
the corporation for the purpose of notice, and, unless otherwise provided by
law, any notice so sent shall be deemed to have been given to the Director when
sent. Such notice shall specify the place, day and hour of the meeting, and, in
the case of a special meeting, shall also state the general nature of the
business to be transacted at the meeting. The business transacted at a special
meeting shall be confined to the purposes stated in the notice of the meeting
and matters germane thereto.
Section 4.8 Waiver of Notice. Whenever any written notice is required by
law or the Articles of Incorporation or these By-Laws to be given to a Director,
a waiver thereof in writing, signed by him either before or after the time
stated therein, and whether before or after the meeting, shall be deemed
equivalent to the giving of due notice. Neither the business to be transacted
at nor the purpose of the meeting need be specified in the waiver of notice of
such meeting. Attendance of any Director at any meeting shall constitute a
waiver of notice of such meeting except where such Director attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.
Section 4.9 Quorum. At all meetings of the Board of Directors, the
presence or participation by other lawful means of a majority of the Directors
in office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present or lawfully
participating at a meeting at which a quorum is present shall be the acts of the
Board of Directors, except as may otherwise be specifically provided by statute,
or by the Articles of Incorporation, or by these By-Laws.
Section 4.10 Action. Resolutions of the Board of Directors shall be adopted,
and any action of the Board of Directors at a meeting upon any matter shall be
taken and be valid, with the affirmative vote of at least a majority of the
Directors present at a meeting duly organized, except as otherwise provided
herein, in the Articles of Incorporation or by law. The Chairman of the Board,
or in his absence the Chief Executive Officer, shall preside at all meetings of
the Board of Directors. The Secretary shall take the minutes at all meetings of
the Board of Directors. In the absence of the foregoing officers, the Directors
present shall select a member of the Board of Directors to preside; and in the
absence of the Secretary, the presiding officer shall designate any person to
take the minutes of the meeting. The yeas and nays shall be taken and recorded
in the minutes at the request of any Director present at a meeting.
Section 4.11 Participation Other Than By Attendance. One or more of the
Board of Directors may participate in any regular or special meeting of the
Board or of a committee of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting are able to hear each other, or by any other lawful
means in lieu of attendance. All Directors so participating shall be deemed
present at the meeting.
Section 4.12 Emergency Provisions. Notwithstanding any other provisions of
law, the Articles of Incorporation or these By-Laws, during any emergency
period caused by war or any other national catastrophe or local disaster of
sufficient severity to prevent the conduct and management of the business and
affairs of the corporation by its Board of Directors and officers as
contemplated by the other provisions of these By-Laws, a majority of the
available Directors (or the sole such Director) who have not been rendered
incapable of acting because of incapacity or the difficulty of communication or
transportation to the place of meeting shall constitute a quorum for the sole
purpose of electing Directors to fill such vacancies or to reduce the size of
the full Board or both; and a majority of the Directors (or the sole survivor)
present at such a meeting may take such action. Directors so elected shall
serve until the absent Directors are able to attend meetings or until the
shareholders act to elect Directors to succeed them. During such an emergency
period, if the Board of Directors is unable or fails to meet, any action
appropriate to the circumstances may be taken by such officers of the
corporation as may be present and able. Questions as to the existence of a
national catastrophe or local disaster and the number of surviving members
capable of acting shall be conclusively determined at the time by the Directors
or the officers so acting.
Section 4.13 Presumption of Assent. Minutes of each meeting of the Board of
Directors shall be made available to each Director at or before the next
succeeding regular meeting. Every Director shall be presumed to have assented
to such minutes unless his objection thereto shall be made to the Secretary
within two days after such next regular meeting.
Section 4.14 Resignations. Any Director may resign by submitting to the
Chairman of the Board or the Chief Executive Officer his resignation, which
(unless otherwise specified therein) need not be accepted to make it effective
and shall be effective immediately upon its receipt by such officer or at such
later time as specified therein.
Section 4.15 Adjournment. Adjournment or adjournments of any regular or
special meeting may be taken, and it shall not be necessary to give any notice
of the adjourned meeting or of the business to be transacted thereat other than
by announcement at the meeting at which such adjournment is taken. At any
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting originally called.
Section 4.16 Informal Action. Notwithstanding anything to the contrary
contained in these By-Laws, any action which may be taken at a meeting of the
Directors or the members of the executive committee may be taken without a
meeting, if consent in writing setting forth the action so taken shall be signed
by all of the Directors or the members of the executive committee, as the case
may be, and shall be filed with the Secretary of the corporation.
Section 4.17 General Powers. The Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute, by the Articles of Incorporation or by these By-Laws, directed or
required to be exercised and done by the shareholders. Without limiting the
generality of the foregoing, the powers of the Board shall include power to
authorize increases in the corporation's indebtedness and to mortgage and pledge
its assets.
Section 4.18 Compensation of Directors. Directors may receive such
reasonable compensation for their services as such as shall be provided by a
resolution adopted by a majority of the whole Board of Directors.
Section 4.19 Removal of Directors.
(a) The Board of Directors may declare vacant the office of a Director who
has been judicially declared of unsound mind or convicted of an offense
punishable by imprisonment for more than one year, or for fraudulent or
dishonest acts, or gross abuse of authority or discretion with reference to the
corporation, or if, within sixty (60) days after notice of his election, he does
not accept such office either in writing or by attending a meeting of the Board.
(b) The entire Board of Directors or any individual Director may be removed
from office, without assigning any cause, in the manner provided by law. In
case the Board of Directors or any one or more Directors be so removed, new
Directors may be elected at the same meeting. Unless the entire Board be
removed, no individual Director shall be removed in case the votes of a
sufficient number of shares are cast against the resolution for his removal,
which if cumulatively voted at an annual election would be sufficient to elect
one or more Directors.
Section 4.20 Committees.
(a) Executive Committee. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate two or more of its members to
constitute an executive committee, which, to the extent provided in such
resolution and not prohibited by law, shall have and exercise the authority of
the Board of Directors in the management of the business of the corporation.
Vacancies in the membership of the executive committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board at each regular meeting of the Board of Directors.
(b) Audit Committee. The Board of Directors shall designate at least
three (3) of its members to constitute an audit committee, which committee shall
have and exercise audit and similar oversight authority over the affairs of the
corporation. The audit committee shall be comprised entirely of "Independent"
Directors (as that term is defined in Section 4.1(b)). The audit committee
shall keep regular minutes of its proceedings and report the same to the Board
of Directors at each regular meeting of the Board of Directors.
(c) Special Transactions Committee. If the corporation proposes to enter
into any transaction or series of transactions (a) with a Robert Weis Family
Member (as that term is defined in Section 4.1) or a Robert Weis Family Entity
(as defined below), other than any transactions arising in connection with such
person's employment by the corporation or service as Director of the corporation
and any transactions that would not be disclosable under Item 404 of Regulation
S-K promulgated under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (or any successor thereto), or (b) the result
of which would be to increase by more than 10% the aggregate Ownership
Percentage (as defined below) of the Robert Weis Family Members and Robert Weis
Family Entities, then, in each case, prior to entering into any such transaction
or series of transactions, the Board of Directors shall designate at least two
(2) of its members to constitute a special transactions committee, the purpose
of which committee shall be to review the terms and conditions of such
transaction or series of transactions and assess the fairness of such
transaction or series of transactions to the corporation. The approval of a
majority of the members of the special transactions committee shall be a
condition to the consummation by the corporation of any such transaction or
series of transactions. The special transactions committee shall be comprised
entirely of "Independent" Directors (as that term is defined in Section 4.1(b)).
For purposes of this Section 4.20, (i) "Robert Weis Family Entity" shall mean
any trust for the benefit of a Robert Weis Family Member or a group of Robert
Weis Family Members or any other entity controlled by a Robert Weis Family
Member or a group of Robert Weis Family Members, and (ii) "Ownership Percentage"
shall mean, with respect to any person or entity, the number of shares of common
stock, no par value, of the corporation beneficially owned (as defined in
Section 3.13) by such person or entity expressed as a percentage of the total
number of issued and outstanding shares of common stock, no par value, of the
corporation. The special transactions committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors at each regular
meeting of the Board of Directors.
(d) Other Committees. By resolution adopted by a majority of the whole
Board of Directors, the Board may from time to time appoint other standing or
temporary committees, each consisting of one or more Directors. Any such
committee shall have and may exercise the powers and authority of the Board of
Directors to the extent provided in the resolution by which it was established
or by another resolution adopted by a majority of the whole Board of Directors.
(e) Term; Vacancies; Absence or Disqualification. All committee members
appointed by the Board of Directors shall serve during the pleasure of the Board
of Directors, which may fill vacancies and may designate one or more Directors
as alternate members of any committee to take the place of any absent or
disqualified member at any meeting or for the purposes of any written action by
the committee. In the absence or disqualification of any member or alternate
member of any committee or committees, the member or members thereof
participating at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any such absent or disqualified member or
alternate member.
(f) Organization; Finality of Action. All committees shall keep such
record of the transactions of their meetings as the Board of Directors or these
By-Laws shall direct. All committees shall determine their own organization,
procedures, and times and places of meeting, unless otherwise directed by the
Board of Directors and except as otherwise provided in these By-Laws. Any
action taken by any committee shall be subject to alteration or revocation by
the Board of Directors; provided, however, that third parties shall not be
prejudiced by such alteration or revocation.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
Section 5.1 Executive Officers. The executive officers of the corporation
shall be elected annually by the Board of Directors and shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Secretary and a
Treasurer. Other executive officers, including one or more Vice Presidents, and
such other officers and assistant officers also may be elected or appointed as
the Board of Directors may authorize from time to time. The Chief Executive
Officer and the President may, but need not be, the same individual. Any two
other offices, except those of Chief Executive Officer or President and Vice
President or those of Chief Executive Officer and Secretary, may be filled by
the same person. In addition to the powers and duties prescribed by these
By-Laws, the officers and assistant officers shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board. The
officers and assistant officers of the corporation shall hold office until their
successors are chosen and have qualified, unless they are sooner removed from
office as provided by these By-Laws. The Board of Directors may add to the
title of any officer or assistant officer a word or words descriptive of his
powers or the general character of his duties. If the office of any officer or
assistant officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.
Section 5.2 Agents or Employees. The Board of Directors may by resolution
designate the officer or officers who shall have authority to appoint such
agents or employees as the needs of the corporation may require. In the absence
of such designation, this function may be performed by the Chief Executive
Officer and may be delegated by the Chief Executive Officer to others in whole
or in part.
Section 5.3 Salaries. The salaries of all officers of the corporation shall
be fixed by the Board of Directors or by authority conferred by resolution of
the Board. The Board also may fix the salaries or other compensation of
assistant officers, agents and employees of the corporation, but in the absence
of such action this function shall be performed by the Chief Executive Officer
or by others under the Chief Executive Officer's supervision.
Section 5.4 Removal of Officers, Agents or Employees. Any officer,
assistant officer, agent or employee of the corporation may be removed or his
authority revoked by resolution of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served thereby, but such
removal or revocation shall be without prejudice to the rights, if any, of the
person so removed, to receive compensation or other benefits in accordance with
the terms of existing contracts. Any agent or employee of the corporation
likewise may be removed by the Chief Executive Officer or, subject to the Chief
Executive Officer's supervision, by the person having authority with respect to
the appointment of such agent or employee.
Section 5.5 Chairman of the Board, Chief Executive Officer and President;
Powers and Duties.
(a) The Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors. He shall be the senior officer of
the corporation and shall have such powers and duties as the Board may
prescribe.
(b) The Chief Executive Officer shall have general charge and supervision of
the business of the corporation and shall exercise or perform all the powers
and duties usually incident to the office of Chief Executive Officer. In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of the shareholders and of the Board of Directors. He shall
from time to time make such reports of the affairs of the corporation as the
Board may require and shall annually present to the annual meeting of the
shareholders a report of the business of the corporation for the preceding
fiscal year.
(c) The Chairman of the Board and the Chief Executive Officer shall be,
ex officio, members of the executive committee (if any) and, except as otherwise
provided in these By-Laws, of every other committee appointed by the Board of
Directors.
(d) If the President shall be an individual other than the Chief
Executive Officer, then the President shall have such powers and duties as the
Board may prescribe, and in the absence or disability of the Chief Executive
Officer, the President shall perform the duties and exercise the powers of the
Chief Executive Officer.
Section 5.6 Vice President; Powers and Duties. The Vice President shall,
in the absence or disability of the Chief Executive Officer and the President,
perform the duties and exercise the powers of the Chief Executive Officer; and
if there be more than one Vice President, their seniority in performing such
duties and exercising such powers shall be determined by the Board of Directors
or, in default of such determination, by the order in which they were first
elected. Each Vice President also shall have such powers and perform such
duties as may be assigned to him by the Board of Directors.
Section 5.7 Secretary; Powers and Duties. The Secretary shall attend all
sessions of the Board of Directors and all meetings of the shareholders and act
as clerk thereof, and record all the votes and minutes thereof in books to be
kept for that purpose; and shall perform like duties for the executive committee
of the Board of Directors when required. The Secretary shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
or by the Chief Executive Officer. The Secretary shall keep in safe custody the
corporate seal of the corporation, and may affix the same to any instrument
requiring it and attest the same.
Section 5.8 Treasurer; Powers and Duties. The Treasurer shall be the chief
financial officer and shall cause full and accurate accounts of receipts and
disbursements to be kept in books belonging to the corporation. The Treasurer
shall see to the deposit of all moneys and other valuable effects in the name
and to the credit of the corporation in such depositary or depositaries as may
be designated by the Board of Directors, subject to disbursement or disposition
upon orders signed in such manner as the Board of Directors shall prescribe.
The Treasurer shall render to the Chief Executive Officer and to the Directors,
at the regular meetings of the Board of Directors or whenever the Chief
Executive Officer or the Board may require it, an account of all his or her
transactions as Treasurer and of the results of operations and financial
condition of the corporation.
Section 5.9 Delegation of Officers' Duties. Any officer may delegate
duties to his assistant (if any) appointed by the Board of Directors; and in
case of the absence of any officer or assistant officer of the corporation, or
for any other reason that the Board of Directors may deem sufficient, the Board
may delegate or authorize the delegation of his or her powers or duties, for the
time being, to any person.
ARTICLE VI
SHARES OF CAPITAL STOCK
Section 6.1 Certificates of Shares. Subject to requirements prescribed
by law, the share certificates of the corporation shall be in such form as shall
be approved by the Board of Directors. All certificates representing shares
shall be registered in the share register as they are issued, and those of the
same class or series shall be consecutively numbered. Every share certificate
shall bear the signature of the Chief Executive Officer, the President or a Vice
President and of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall be sealed with the corporate seal. Whenever a
certificate is countersigned by a transfer agent, one or both of the officers'
or assistant officers' signatures and the seal may be in facsimile, engraved or
printed. In case any officer or assistant officer whose signature appears on
any share certificate shall have ceased to be such because of death, resignation
or otherwise, before the certificate is issued, it may be issued by the
corporation with the same effect as if he had not ceased to be such at the date
of its issue.
Section 6.2 Registered Shareholders. The corporation shall be entitled
to treat the registered holder of any share or shares as the holder thereof in
fact and law and 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 otherwise
expressly provided by statute.
Section 6.3 Transfers of Shares. Shares of the corporation shall be
transferred only on its books upon the surrender to the corporation or its
transfer agent of the share certificate or certificates therefor duly endorsed
by the person named therein, or accompanied by proper evidence of succession,
assignment or authority to transfer such shares. Subject to Section 6.4, upon
transfer the surrendered certificate or certificates shall be cancelled, a new
certificate or certificates shall be issued to the person entitled thereto, and
the transaction shall be recorded upon the books of the corporation.
Section 6.4 Restrictions on Transfer. Transfers of shares may be restricted
in any lawful manner by law, or by contract if a copy of the contract is filed
with the corporation, provided that notice of the restrictions shall be typed or
printed conspicuously on the share certificate.
Section 6.5 Replacement of Certificates. New certificates for shares of
stock may be issued to replace certificates alleged to have been lost, stolen,
destroyed or mutilated upon such terms and conditions, including an affidavit of
loss or destruction and the giving of a satisfactory bond of indemnity, as the
Board of Directors from time to time may determine.
ARTICLE VII
RECORD DATE
The Board of Directors may fix a time not less than ten (10) nor more than
ninety (90) days prior to (a) the date of any meeting of the shareholders, or
(b) the date fixed for the payment of any dividend or distribution or for the
allotment of rights, or (c) the date when any change or conversion or exchange
of shares will be made or go into effect, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive any such dividend, distribution or allotment of rights, or
to exercise the rights in respect to any such change, conversion or exchange of
shares. In any such case, only the shareholders who are shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting,
or to receive such dividend, distribution or allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date so fixed.
ARTICLE VIII
DIVIDENDS
Subject to the limitations prescribed by law and the provisions of the Articles
of Incorporation relating thereto, if any, the Board of Directors, at any
regular or special meeting, may declare dividends upon the outstanding shares of
the corporation out of assets legally available for such dividends to such
extent as the Board may deem advisable. Dividends may be paid in cash, in
property, or in shares of the corporation.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Corporate Records. The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
shareholders and Directors and a share register giving the names and addresses
of all shareholders and the number and class of shares held by each. The share
register may be kept at either the registered office of the corporation in
Pennsylvania, at its principal office wherever situated or at the office of its
registrar or its transfer agent. Any books, minutes or other records may be in
written form or in any other form capable of being converted into written form
within a reasonable time.
Section 9.2 Execution of Written Instruments. All contracts, deeds,
mortgages, obligations, documents and instruments, whether or not requiring a
seal, may be executed by the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President and attested by the Secretary or the Treasurer
or an Assistant Secretary or Assistant Treasurer, or may be executed or
attested, or both, by such other person or persons as may be specifically
designated by resolution of the Board of Directors. All checks, notes, drafts
and orders for the payment of money shall be signed by such one or more officers
or agents as the Board of Directors may from time to time designate.
Section 9.3 Personal Liability of Directors. A Director of this corporation
shall not be personally liable for monetary damages as such for any action
taken as a Director, including duties as a member of any committee of the Board,
or any failure to take any action, unless: (1) the Director has breached or
failed to perform the duties of his office in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with
such care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances; and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
[This Section was adopted by the shareholders at the annual meeting held April
7, 1987.]
Section 9.4 Indemnification of Directors, Officers and Others.
(a) Right to Indemnification. To the fullest extent permitted pursuant to
a By-Law authorized by Section 1746 of the Pennsylvania Business Corporation
Law, every Director and officer of the corporation shall be entitled as of right
to be indemnified by the corporation against expenses 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 corporation or otherwise, in
which he or she may be involved, as a party, witness or otherwise, or is
threatened to be made so involved, by reason of such person being or having been
a Director or officer of the corporation or by reason of the fact that such
person is or was serving at the request of the corporation as a Director,
officer, employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity (any
such claim, action, suit or proceeding hereinafter being referred to as an
"Action"); provided that no such right of indemnification shall exist with
respect to an Action (including any counterclaim) brought by an indemnitee (as
hereinafter defined) against the corporation other than an Action for indemnity
or advancement of expenses as provided in Subsection (c). Persons who are not
Directors or officers of the corporation may be similarly indemnified in respect
of service to the corporation or to another such entity at the request of the
corporation to the extent the Board of Directors at any time denominates any of
such persons as entitled to the benefits of this Section. As used in this
Section, (i) "indemnitee" shall include each Director and officer of the
corporation and each other person denominated by the Board of Directors as
entitled to the benefits of this Section, (ii) "expenses" shall mean expenses
actually and reasonably incurred by an Indemnitee in the preparation,
investigation, defense, appeal or settlement of an Action, but (except in
an Action for indemnity or advancement of expenses as provided in Subsection
(c)) shall include fees and expenses of counsel selected by the indemnitee only
if the corporation has not at its expense assumed the defense of the Action on
behalf of the indemnitee with appropriate counsel selected by the corporation
and (iii) "liability" shall include amounts of judgments, excise taxes, fines,
penalties and, if approved by the Board of Directors, amounts paid in
settlement.
(b) Right to Advancement of Expenses. Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action or in initiating
and pursuing an Action under Subsection (c) paid in advance by the corporation
prior to final disposition of such Action, provided that the corporation
receives a written undertaking by or on behalf of the indemnitee to repay the
amount advanced if it should ultimately be determined that the Indemnitee is not
entitled to be indemnified for such expenses. The financial ability of an
indemnitee to repay an advance shall not be a prerequisite to the making of such
advance.
(c) Right of Indemnitee to Initiate Action. If a written claim under
Subsection (a) or Subsection (b) of this Section is not paid in full by the
corporation within thirty days after such claim has been received by the
corporation, the indemnitee may at any time thereafter initiate an Action
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the indemnitee shall also be entitled to be paid
the expense of prosecuting such Action. The only defense to any Action to
recover a claim for indemnification otherwise properly asserted under Subsection
(a) of this Section shall be that the indemnitee's conduct was such that under
Pennsylvania law the corporation is prohibited from indemnifying the indemnitee
for the particular liability or expense claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel and its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances, nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its shareholders) that the indemnitee's conduct
was such that indemnification is prohibited by law, shall be a defense to such
Action or create a presumption that the indemnitee's conduct was such that
indemnification is prohibited by law. The only defenses to any such Action to
receive payment of expenses in advance under Subsection (b) of this Section
shall be that the claim does not properly constitute an "expense" as defined in
Subsection (a) or that the indemnitee failed to provide the undertaking required
by Subsection (b).
(d) Insurance and Funding. The corporation 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 corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Section. The corporation may establish and fund a self-
insurance indemnification reserve fund, 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.
(e) Non-Exclusivity; Nature and Extent of Rights. The right of
indemnification and advancement of expenses provided for in this Section shall
(i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement
or By-Law, charter provision, vote of shareholders or Directors or otherwise
(ii) be deemed to create contractual rights in favor of each indemnitee who
provides services at any time while this Section is in effect (and each
indemnitee shall be deemed to be so serving in reliance upon the provisions of
this Section), (iii) continue as to each person who has ceased to have the
status pursuant to which he or she was entitled or was designated as entitled to
indemnification under this Section as to an Action based upon actions or
inaction occurring during such service, (iv) inure to the benefit of the heirs
and legal representatives of each indemnitee and (v) be applicable to Actions
commenced after the adoption of this Section, whether arising from acts or
omissions occurring before or after the adoption of this Section. Any amendment
or repeal of this Section or adoption of any other By-Law or provision of the
Articles which limits in any way the rights to indemnification and advancement
of expenses provided in this Section shall operate prospectively only and shall
not affect any action taken, or failure to act, by an indemnitee prior to the
adoption of such amendment, repeal, By-Law or other provision.
(f) Partial Indemnity. If an indemnitee is entitled under this Section to
indemnification by the corporation for some or a portion of the expenses or
liabilities paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action, including an action
under Subsection (c), but not, however, for the total amount thereof, the
corporation shall indemnify the indemnitee for the portion of such expenses of
liability to which the indemnitee is entitled. If an Action involves more than
one claim, issue or matter, the determination as to whether the indemnitee is
entitled to indemnification or advancement of expenses shall be severable as to
each claim, issue or matter.
Section 9.5 (a) Control Transactions. The Board of Directors shall not
take any action to approve any amendment contemplated by Section 2541(a)(4)(ii)
of the Pennsylvania Business Corporation Law unless such amendment is approved
by at least a majority of the "Independent" Directors (as that term is defined
in Section 4.1(b)).
(b) Certain Matters Relating to Pennsylvania Act No. 36 of 1990.
(1) Subchapter G, Control-Share Acquisitions, of Chapter 25 of the Pennsylvania
Associations Code, as amended, shall not be applicable to the Company and
(2) Subchapter H, Disgorgement by Certain Controlling Shareholders Following
Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations
Code, as amended, shall not be applicable to the Company. [Note: This
Subsection reflects an amendment to the By-Laws adopted by the Board of
Directors on July 10, 1990].
ARTICLE X
AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended, supplemented or repealed by affirmative
vote of a majority of the whole Board of Directors or of shareholders entitled
to cast at least a majority of the votes which all shareholders are entitled to
cast thereon, at any regular or special meeting of the Board or of the
shareholders, as the case may be, convened after notice of that purpose; or by
unanimous action of all the Directors or all of the shareholders entitled to
vote thereon, without a meeting. Notwithstanding the foregoing, during the
period of time up to and ending on May 7, 2006, no alteration, amendment,
supplement or repeal of any of Section 3.9 (Election of Directors; Cumulative
Voting), Section 4.1 (Number; Term of Office; Independent Directors), Section
4.20(b) (Audit Committee), the second sentence of Section 4.20(c) (Special
Transactions Committee), Section 9.4(a) (Control Transactions) or this Section
10.1 of these By-Laws shall be valid unless such alteration, amendment,
supplement or repeal is approved by at least a majority of the "Independent"
Directors (as that term is defined in Section 4.1(b)). No alteration, amendment
or repeal by the Board of Directors of Section 3.3 which would adversely the
right of holders of 40% of the voting power of the outstanding shares to call a
special meeting as provided in that section shall be effective unless approved
by the affirmative vote of at least (a) a majority of the entire membership of
the Board and (b) that number of Directors which is equal to (1) the number of
Directors constituting the entire membership of the Board of Directors, minus
(2) three.