EXHIBIT 3(B)
ADOPTED March 4, 1981
As amended through
August 16, 1995
INDEX
OF
BY-LAWS
OF
AUTOCLAVE ENGINEERS, INC.
Further Amended
December 6, 1990
Page
ARTICLE I
General
Section 1 Name.......................................... 1
Section 2 Office........................................ 1
Section 3 Seal.......................................... 1
Section 4 Fiscal Year................................... 1
ARTICLE II
Shareholders
Section 1 Place of Meetings............................. 1
Section 2 Annual Meeting................................ 2
Section 3 Special Meetings.............................. 2
Section 4 Notice of Meetings............................ 2
Section 5 Closing of Transfer Books, Fixing of Record Date 2
Section 6 Waiver of Notice.............................. 3
Section 7 Quorum........................................ 3
Section 8 Adjournments of Meeting....................... 3
Section 9 Notice of Adjourned Meetings.................. 4
Section 10 Telephonic Meetings........................... 4
Section 11 Voting Power.................................. 4
Section 12 Cumulative Voting............................. 4
Section 13 Proxies....................................... 4
Section 14 Voting Lists.................................. 5
Section 15 Presiding Officer and Order of Business....... 5
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ARTICLE III
Directors
Section 1 Number...................................... 6
Section 2 Terms....................................... 6
Section 3 Failure to Object........................... 6
Section 4 Compensation of Directors................... 6
Section 5 Vacancies................................... 6
Section 6 Regular Meetings............................ 7
Section 7 Special Meetings............................ 7
Section 8 Notice of Meeting........................... 7
Section 9 Informal Action by the Directors............ 7
Section 10 Committees of Directors..................... 7
Section 11 Telephonic Meetings......................... 8
Section 12 Quorum...................................... 8
Section 13 Reports to Shareholders..................... 8
Section 14 Presiding Officer........................... 8
Section 15 Contracts................................... 9
Section 16 Applicability of Amendment to Section 910 of the
Pennsylvania Business Corporation Law...... 9
Section 17 Applicability of Section 911 of the
Pennsylvania Business Corporation Law...... 9
ARTICLE IV
Officers
Section 1 Number and Election......................... l0
Section 2 Qualifications.............................. 10
Section 3 Term of Office.............................. 10
Section 4 Chairman.................................... 10
Section 5 President................................... 10
Section 6 Executive Vice Presidents................... 10
Section 7 Vice Presidents............................. 11
Section 8 Secretary................................... 11
Section 9 Treasurer................................... 11
Section 10 Assistant Officers.......................... 11
ARTICLE V
Execution of Documents
Section 1 Checks, Notes, Etc.......................... 12
Section 2 Other Documents............................. 12
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ARTICLE VI
Share Certificates and Transfers
Section 1 Share Certificates.......................... 12
Section 2 Loss or Destruction of Share Certificate.... 12
Section 3 Transfer Agent.............................. 12
ARTICLE VII
Indemnification of Directors, Officers and Employees
Section 1 Right to Indemnification.................... 13
Section 2 Right to Advancement of Expenses............ 13
Section 3 Right of Indemnitee to Initiate Action...... 14
Section 4 Insurance and Funding....................... 14
Section 5 Non-Exclusivity; Nature and Extent of Rights 15
Section 6 Effective Date.............................. 15
ARTICLE VIII
Amendments
Section 1 Amendments to By-laws....................... 15
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ADOPTED March 4, 1981
As amended through
August 16, 1995
BY-LAWS
OF
AUTOCLAVE ENGINEERS, INC.
ARTICLE I
General
Section 1 Name
The name of the Company shall be Autoclave Engineers,
Inc.
Section 2 Office
The principal office of the Company shall be at such
place or places as the Board of Directors may from time to time
determine.
Section 3 Seal
The Company shall have a seal which shall be circular
in form and which shall bear such inscription as the Board of
Directors from time to time may determine.
Section 4 Fiscal Year
The fiscal year of the Company shall be fixed from
time to time by resolution of the Board of Directors.
ARTICLE II
Shareholders
Section 1 Place of Meetings
Each meeting of the shareholders shall be held at the
principal office of the Company or at such other place, within or
without the Commonwealth of Pennsylvania, as shall be designated
in the notice of the meeting.
Section 2 Annual Meeting AMENDED AUGUST 16, 1995
The annual meeting of the shareholders shall be held
each year on such date and at such time and place as shall be
determined by a resolution of the Board of Directors.
Section 3 Special Meetings AMENDED AUGUST 13, 1992
Special meetings of the shareholders may be called at
any time by the Chairman, or a majority of the Board of
Directors, or the holders of not less than one-fifth of all the
shares outstanding and entitled to vote at such special meeting.
At any time, upon written request of any person entitled to call
a special meeting, it shall be the duty of the Secretary to call
a special meeting of the shareholders, to be held at such time as
the Secretary may fix, not less than ten (10) or more than sixty
(60) days after the receipt of the request. If the Secretary
shall neglect or refuse to issue such call, the person or persons
making the request may do so.
Section 4 Notice of Meetings
Written notice of every meeting of the shareholders
shall be given by, or at the direction of, the person or persons
authorized to call the meeting, to each shareholder of record
entitled to vote at the meeting, at least ten (10) days prior to
the day named for the meeting. Such notice shall be given either
personally or by sending a copy thereof through the mail or by
telegram, charges prepaid, to each shareholder at his address
appearing on the books of the Company or supplied by him to the
Company for the purpose of notice. Such notice shall specify the
place, day and hour of the meeting, and, in the case of a special
meeting, the purpose of the meeting and the general nature of the
business to be transacted. If mailed, such notice shall be
deemed to have been delivered when deposited in the United States
mail in a sealed envelope addressed to the shareholder at his
address as it appears on the records of the Company, with postage
thereon prepaid.
Section 5 Closing of Transfer Books, Fixing of Record Date
The Board of Directors of the Company may close its
stock transfer books for a period not exceeding fifty (50) but
not less than ten (10) days prior to the date of any meeting of
shareholders, or the date for the payment of any dividend or for
the allotment of any rights or the date when any exchange or any
reclassification of shares shall be effective; or in lieu
thereof, may fix in advance, a date, not exceeding fifty (50) but
not less than ten (10) days prior to the date of any meeting of
shareholders or to the date for the payment of any dividend or
for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date
for the determination of shareholders entitled to notice of, or
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to vote at, such meeting, or shareholders entitled to receive
payment of any such dividend or to receive any such allotment of
rights, or to exercise rights in respect of any exchange or
reclassification of shares; and the shareholders of record on
such date shall be the shareholders entitled to notice of and to
vote at, such meeting, or to receive payment of such dividend or
to receive such allotment of rights, or to exercise such rights
in the event of an exchange or reclassification of shares, as the
case may be. If the transfer books are not closed and no record
date is fixed by the Board of Directors, the date on which notice
of the meeting is mailed shall be deemed to be the record date
for the determination of shareholders entitled to vote at such
meeting. Transferees of shares which are transferred after the
record date shall not be entitled to notice or to vote at such
meeting.
Section 6 Waiver of Notice
A waiver of notice in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of a person either in person or by proxy at
any meeting shall constitute a waiver of notice of such meeting,
except where such 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.
Section 7 Quorum
The presence in person or by proxy of the holders of a
majority of the outstanding shares entitled to vote at the
shareholders' meeting shall constitute a quorum. The
shareholders present at a duly organized meeting can continue to
do business until adjournment, notwithstanding the withdrawal of
the holders of enough shares to leave less than a quorum. If a
meeting cannot be organized because a quorum has not attended,
those present may adjourn the meeting to such time and place as
they may determine, but, in the case of any meeting called for
the election of directors, those who attend the second of such
adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors.
Section 8 Adjournments of Meetings
Adjournment or adjournments of any annual or special
meeting of the shareholders may be taken, but any meeting at
which directors are to be elected shall be adjourned only from
day to day until such directors have been elected.
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Section 9 Notice of Adjourned Meeting
No notice of any adjourned meeting or the business to
be transacted at any adjourned meeting need be given other than
by announcement at the meeting at which such adjournment is
taken.
Section 10 Telephonic Meetings
One or more shareholders may participate in any
regular or special meeting of the shareholders by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear and
speak to each other.
Section 11 Voting Power
Except as herein provided in Section 12 of this
Article II, every shareholder of record of capital stock with
voting rights shall have the right to one vote for every such
share standing in his name on the books of the Company. All
questions shall be decided by the vote of the majority of the
capital stock represented and entitled to vote at any meeting
unless otherwise specifically provided by law or by the Articles
of Incorporation of the Company.
Section 12 Cumulative Voting
In all elections for Directors, every shareholder
shall have the right to vote, in person or by proxy, the number
of shares owned by him which are entitled to vote, for as many
persons as there are Directors to be elected, or to cumulate said
shares and give one candidate as many votes as the number of
Directors to be elected multiplied by the number of his shares
shall equal, or to distribute them on the same principle as
aforesaid among as many candidates as he shall see fit.
Section 13 Proxies
Every shareholder may vote either in person or by
proxy. Every proxy shall be executed in writing by the
shareholder or by his duly authorized attorney-in-fact and filed
with the Secretary of the Company. 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 received by the Secretary of the Company. No
unrevoked proxy shall be valid after eleven months from the date
of its execution unless a longer time is expressly provided
therein, but in no event shall a proxy, unless coupled with an
interest, be voted on after three years from the date of its
execution. 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 received by the Secretary of the Company.
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Section 14 Voting Lists
The officer or agent having charge of the transfer
books for shares of the Company shall make, at least five (5)
days before each meeting of shareholders, a complete list of
shareholders entitled to vote at such meeting, arranged in
alphabetical order, the address of and the number of shares held
by each, which list shall be kept on file at the registered
office of the Company and shall be subject to inspection by any
shareholder at any time during usual business hours Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection of any shareholder
during the time thereof. The original share ledger or transfer
book, or a duplicate thereof kept at the Company's offices, shall
be prima facie evidence as to the identity of the shareholders
entitled to examine such list, share ledger or transfer book or
to vote at any meeting of shareholders.
Section 15 Presiding Officer and Order of Business
AMENDED AUGUST 13, 1992
All meetings of the shareholders shall be called to
order and presided over by the Chairman, or in his absence by the
President, or in his absence by a Vice President, or in the
absence of all of them by the Treasurer, or if none of these be
present by a chairman elected by the shareholders.
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ARTICLE III
Directors
Section 1 Number AMENDED APRIL 30, 1992
The business and affairs of the Company shall be
managed by the Board of Directors, who need not be residents of
the Commonwealth of Pennsylvania or shareholders of the Company.
The number of Directors shall be fixed from time to time by the
Board of Directors provided that the number so determined shall
not be less than five nor more than eleven.
Section 2 Terms AMENDED AUGUST 12, 1982
The Board of Directors shall be classified in respect
to the time at which they shall severally hold office into three
(3) classes of Directors, each such class to contain, as nearly
as possible, an equal number of Directors. One such class shall
be elected at each annual meeting of the shareholders for a term
of three (3) years. If at any annual meeting of the shareholders
Directors of more than one class are to be elected, each class of
Directors to be elected at the meeting shall be elected in a
separate election. Each Director or his successor, if elected by
the Board of Directors, shall hold office for the term for which
he is elected (or in the event that he is a successor, the
unexpired portion of the term of the Director which he has
succeeded), and thereafter until his successor is duly elected
and qualified.
Section 3 Failure to Object
A Director of the Company who is present at a meeting
of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the
adjournment of the meeting. Such right to dissent shall not
apply to a Director who has voted in favor of such action.
Section 4 Compensation of Directors
The amount of compensation of Directors for their
services, if any, shall be determined from time to time by
resolution of the Board of Directors. Such compensation may
include, but need not be limited to, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and any committee thereof.
Section 5 Vacancies AMENDED DECEMBER 2, 1983
Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors,
shall be filled by a majority of the remaining members of the
Board though less than a quorum.
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Section 6 Regular Meetings AMENDED AUGUST 13, 1992
The Board of Directors shall hold regular meetings at
such times and places as it may be determined by resolution.
Section 7 Special Meetings AMENDED AUGUST 13, 1992
The Board of Directors shall hold such special
meetings as shall be called by the Chairman or any two Directors.
Each such meeting shall be held at such time and place as shall
be designated in the notice of the meeting.
Section 8 Notice of Meeting
Written notice of all meetings except the annual
meeting of the Board of Directors shall be given by, or at the
direction of, the person or persons calling the meeting at least
three (3) days prior to the date named for the meeting. Except
in the case of a special meeting, neither the business to be
transacted nor the purpose of the meeting need be specified in
the notice of such meeting. The attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose
of objecting to the transaction of any business because the
meeting is not lawfully called or convened. A waiver of notice,
in writing, signed by the person or persons entitled to such
notice, whether before or after the date stated therein, shall be
deemed equivalent to the giving of such notice.
Section 9 Informal Action by the Directors
Any action which may be taken at a meeting of the
Directors may be taken without a meeting, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by all of the Directors who would be entitled to vote at a
meeting for such purpose and shall be filed with the Secretary of
the Company.
Section 10 Committees of Directors
The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate
one or more committees, each committee to consist of two or more
of the Directors of the Company, which, to the extent provided in
said resolution or resolutions, shall have and may exercise the
powers of the Board of Directors in the management of the
business and affairs of the Company, and may have power to
authorize the seal of the Company to be affixed to all papers
which may require it. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. The committees
shall keep regular minutes of their proceedings and report the
same to the Board when required.
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Section 11 Telephonic Meetings
One or more Directors, or members of a committee of
the Board, may participate in meetings of the Board or a
committee thereof by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear and speak to each other.
Section 12 Quorum
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 at a meeting
at which a quorum is present shall, unless otherwise specifically
provided by law or by the articles of the Company, be the acts of
the Board of Directors.
Section 13 Reports to Shareholders
The Board of Directors shall have complete and
unqualified discretion in determining whether it shall cause to
be sent to the shareholders any reports in addition to those
presented at the annual meeting and, if so, the extent and type
thereof and whether the same shall be prepared and verified by
certified public accountants, and it is expressly provided that
the Board of Directors shall be under no obligation to send any
such additional reports to the shareholders, or if the same are
sent, to render the same in any particular form or have them
verified in any particular manner. The provisions of Section 318
of the Pennsylvania Business Corporation Law are hereby waived.
Section 14 Presiding Officer AMENDED AUGUST 13, 1992
All meetings of the Board of Directors shall be called
to order and presided over by the Chairman, and in his absence,
by the President.
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Section 15 Contracts
In the absence of fraud, no contract or other
transaction between this Company and any other company shall be
affected by the fact that Directors of this Company are directors
of such other companies, if such contract or transaction shall be
approved or ratified by the affirmative vote of a majority of the
Directors present at a meeting of the Board of Directors or of
the committee of this Company having authority in the premises,
who are not so interested. Any Director individually, or any
firm of which any Director is a partner, may be a party to or may
be interested in any contract or transaction of this Company
provided that such contract or transaction shall be approved or
ratified by the affirmative vote of at least a majority of the
Directors present at a meeting of the Board of Directors or of
the committee of this Company having authority in the premises,
who are not so interested. No Director shall be liable to
account to this Company for any profit realized by him from or
through any such transaction or contract of this Company,
ratified or approved as aforesaid, by reason of his interest in
such transaction or contract. Directors so interested may be
counted when present at meetings of the Board of Directors or of
such committee for the purpose of determining the existence of
the quorum.
The Board of Directors, in its discretion, may submit
any contract or act for approval or ratification at any annual
meeting of the shareholders, or at any meeting of the
shareholders called for the purpose of considering any act or
contract; and any contract or act that shall be approved or
ratified by the vote of the holders of a majority of the capital
stock of the Company which is represented, in person or by proxy,
at such meeting, provided that a lawful quorum of shareholders be
there represented in person or by proxy, shall be as valid and as
binding upon the Company and upon all the shareholders as though
it had been approved and ratified by every shareholder of the
Company.
Section 16 AMENDED JUNE 16, 1988
Applicability of Amendment to
Section 910 of the Pennsylvania
Business Corporation Law
Section 910 of the Pennsylvania Business Corporation
Law, as amended by the Pennsylvania legislature on March 23,
1988, shall not be applicable to the Company.
Section 17 ADDED JUNE 16, 1988
Applicability of Section 911 of
Pennsylvania Business Corporation Law
Section 911 of the Pennsylvania Business Corporation
Law added to the Law by amendment adopted March 23, 1988, shall
not be applicable to the Company.
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ARTICLE IV
Officers
Section 1 Number and Election AMENDED AUGUST 13, 1992
The Board of Directors at its annual meeting shall
elect a Chairman, a President, a Secretary and a Treasurer, one
or more Executive Vice Presidents, one or more Vice Presidents,
and such other officers, assistant officers and agents as the
Board may deem appropriate.
Section 2 Qualifications AMENDED AUGUST 13, 1992
The Chairman and the President shall be members of the
Board of Directors but the other officers need not be Directors.
Section 3 Term of Office
Each officer and assistant officer shall hold office
until his successor shall have been elected. Any officer or
agent elected or appointed by the Board may be removed by the
Board at any time.
Section 4 Chairman ADDED AUGUST 13, 1992
The Chairman shall, with the Board, establish overall
corporate strategies and objectives. He shall preside at
meetings of the Shareholders and the Board of Directors.
Section 5 President AMENDED AUGUST 13, 1992
The President shall be Chief Executive Officer of the
Company. The President shall, in general, perform all duties
incident to the office of the President. In the absence of the
Chairman, he shall preside at meetings of the Shareholders and
the Board of Directors.
Section 6 Executive Vice Presidents
Each Executive Vice President shall have such powers
and perform such duties as the President may from time to time
delegate to him. At the request of the President, any Executive
Vice President may, in the case of the absence or inability to
act of the President, temporarily act in his place. In the case
of the death of the President, or in the case of his absence or
inability to act without having designated an Executive Vice
President to act temporarily in his place, the Executive Vice
President longest in service as Executive Vice President shall
perform the duties of the President except as shall be otherwise
designated by the Board of Directors. An Executive Vice
President who is not a Director shall not preside at any meeting
of the Board of Directors.
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Section 7 Vice Presidents
Each Vice President shall have such powers and perform
such duties as the President may from time to time delegate to
him. At the request of the President, any Vice President may, in
the case of the absence or inability to act of the President,
temporarily act in his place. In the case of the death of the
President, or in the case of his absence or inability to act
without having designated an Executive Vice President or Vice
President to act temporarily in his place, and in the absence or
inability to act of all Executive Vice Presidents, the Vice
President longest in service as Vice President shall perform the
duties of the President except as shall be otherwise designated
by the Board of Directors. A Vice President who is not a
Director shall not preside at any meeting of the Board of
Directors. The Board of Directors may designate one or more Vice
Presidents as Senior Vice Presidents.
Section 8 Secretary
The Secretary shall attend meetings of the
shareholders, the Board of Directors and the Executive Committee,
shall keep minutes thereof in suitable books, and shall send out
all notices of meetings as required by law of these By-laws. He
shall be ex officio an Assistant Treasurer. He shall, in
general, perform all duties incident to the office of Secretary.
Section 9 Treasurer
The Treasurer shall receive all money paid to the
Company and keep or cause to be kept accurate accounts of all
money received or payments made in books kept for that purpose.
He shall deposit all money received by him in the name and to the
credit of the Company in banks or other places of deposit. He
shall disburse the money of the Company by checks or vouchers.
He shall be ex officio an Assistant Secretary. He shall, in
general, perform all duties incident to the office of Treasurer.
Section 10 Assistant Officers
Each assistant officer shall perform such duties as
may be delegated to him by the officer to whom he is an
assistant, and in the absence or disability of such officer may
perform the duties of his office.
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ARTICLE V
Execution of Documents
Section 1 Checks, Notes, Etc.
The Board of Directors shall from time to time
designate the officers or agents of the Company who shall have
power, in its name, to sign and endorse checks and other
negotiable instruments and to borrow money for the Company, and
in its name, to make notes or other evidences of indebtedness.
Section 2 Other Documents AMENDED AUGUST 13, 1992
Unless otherwise authorized by the Board of Directors,
all contracts, leases, deeds, deeds of trust, mortgages, powers
of attorney to transfer stock and for other purposes, and all
other documents requiring the seal of the Company shall be
executed for and on behalf of the Company by the Chairman or the
President, or a Vice President or an Assistant Vice President,
and the corporate seal shall be affixed by such person or at his
discretion, all of which shall be attested by the Secretary, or
an Assistant Secretary, or the Treasurer, or an Assistant
Treasurer or an Assistant Vice President.
ARTICLE VI
Share Certificates and Transfers
Section 1 Share Certificates AMENDED AUGUST 13, 1992
Share certificates of the Company shall be in such
form as the Board of Directors may from time to time determine.
Every share certificate shall be signed by the Chairman, or the
President, or a Vice President, or by any other officer
designated by the Board of Directors, and shall be countersigned
by the Secretary or an Assistant Secretary and sealed with the
corporate seal.
Section 2 Loss or Destruction of Share Certificate
In case of loss or destruction of a certificate of
stock no new certificate shall be issued in lieu thereof except
upon satisfactory proof to the Board of Directors of such loss or
destruction, and upon the giving of satisfactory security by bond
or otherwise against loss to the Company. Any such new
certificate shall be plainly marked "Duplicate" upon its face.
Section 3 Transfer Agent
The Board of Directors may appoint a transfer agent
and a registrar of transfers, and may require all stock
certificates to bear the signature of such transfer agent and of
such registrar of transfers.
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AMENDED SEPTEMBER 30, 1987
ARTICLE VII
Indemnification of Directors, Officers and Employees
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 all expenses, liability and
loss (including without limitation, attorney's fees, judgments,
fines, taxes, penalties and amounts paid in settlement) 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 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 an "Action"); provided, that no such right of indemnification
shall exist with respect to an Action brought by an Indemnitee
(as hereinafter defined) against the Company except as provided
in the last sentence of this Section 1. 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 denominates any of such persons as entitled to the
benefits of this Article. As used in this Article, "Indemnitee"
shall include each director and officer of the Company and each
other person denominated by the Board of Directors as entitled to
the benefits of this Article. An Indemnitee shall be entitled to
be indemnified pursuant to this Section 1 for expenses incurred
in connection with any Action brought by such Indemnitee against
the Company only if the Action is a claim for indemnity or
expenses under Section 3 of this Article or otherwise and either
(i) the Indemnitee is successful in whole or in part in the
Action for which expenses are claimed or (ii) the indemnification
for expenses is included in a settlement of the Action or is
awarded by a court.
Section 2 Right to Advancement of Expenses
Every Indemnitee shall be entitled as of right to have
his or her expenses in any Action (other than an Action brought
by such Indemnitee against the Company) paid in advance by the
Company prior to final disposition of such Action, subject to any
obligation which may be imposed by law or by provision in the
Articles or By-laws of the Company, agreement or otherwise to
reimburse the Company in certain events.
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Section 3 Right of Indemnitee to Initiate Action
If a written claim under Section 1 or Section 2 of
this Article is not paid in full by the Company within thirty
days after such claim has been received by the Company, the
Indemnitee may at any time thereafter initiate an Action against
the Company 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 expenses of prosecuting such Action. It
shall be a defense to any Action to recover a claim under Section
1 of this Article that the Indemnitee's conduct was such that
under Pennsylvania law the Corporation is prohibited from
indemnifying the Indemnitee 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 shareholders) to have made a
determination prior to the commencement of such Action that
indemnification of the Indemnitee is proper in the circumstances,
nor an actual determination by the Company (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 defense to any
such Action to receive payment of expenses in advance under
Section 2 of this Article shall be failure to make an undertaking
to reimburse if such an undertaking is required by law or by
provision in the Articles or By-laws of the Company, agreement or
otherwise.
Section 4 Insurance and Funding
The Company may purchase and maintain insurance to
protect itself and any person eligible to be indemnified
hereunder against any expense, liability or loss asserted or
incurred by such person in connection with any Action, whether or
not the Company would have the power to indemnify such person
against such expense, liability or loss by law or under the
provisions of this Article. 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.
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Section 5 Non-Exclusivity; Nature and Extent of Rights
The rights of indemnification and advancement of
expenses provided for this Article (i) shall not be deemed
exclusive of any other rights, either now existing or hereafter
created, to which any Indemnitee may be entitled under the
Articles or By-laws of the Company, any agreement, any vote of
shareholders or directors or otherwise, (ii) shall be deemed to
create contractual rights in favor of each Indemnitee, (iii)
shall continue as to each person who has ceased to have the
status pursuant to which he or she was entitled or was
denominated as entitled to indemnification hereunder and shall
inure to the benefit of the heirs and legal representatives of
each Indemnitee and (iv) shall be applicable to Actions commenced
after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof. The rights of
indemnification provided in this Article may not be amended or
repealed so as to limit in any way the indemnification or the
right to advancement of expenses provided for herein with respect
to any acts or omissions occurring prior to the adoption of such
amendment or repeal.
Section 6 Effective Date
This Article shall apply to every Action other than an
Action filed prior to January 27, 1987, except that it shall not
apply to the extent that Pennsylvania law prohibits its
application to any breach of performance of duty or any failure
of performance of duty by an Indemnitee occurring prior to
January 27, 1987.
ARTICLE VIII
Amendments
Section 1 Amendments to By-Laws
These By-laws may be altered or amended by a vote of a
majority of the members of the Board of Directors at any regular
or special meeting duly convened after notice of that purpose;
subject, however, to the power of the shareholders to change or
repeal the By-laws at any annual or special meeting duly convened
after notice for that purpose.
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