Exhibit 3(ii)
BYLAWS
OF
COMMUNITY BANKS, INC.
Amended and Restated
April 7, 2003
ARTICLE 1
CORPORATION OFFICE
Section 1.1 The Corporation shall have and continuously maintain in
Pennsylvania a registered office, which may, but need not, be the same as its
place of business and at an address to be designated from time to time by the
Board of Directors.
Section 1.2 The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate or the business of the
Corporation may require.
ARTICLE 2
SHAREHOLDERS' MEETING
Section 2.1 All meetings of the shareholders shall be held at such
place or places within or without the Commonwealth of Pennsylvania as may be
fixed from time to time by the Board of Directors.
Section 2.2 The Annual Meeting of the Shareholders for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held at such time as the Board of Directors shall fix. Any
business which is a proper subject for shareholder action may be transacted at
the annual meeting, irrespective of whether the notice of said meeting contains
any reference thereto, except as otherwise provided by applicable law.
Section 2.3 Special meetings of the shareholders may be called at any
time by the President, the Chairman of the Board, a majority of the Board of
Directors or by shareholders entitled to cast at least one-third of the votes
which all shareholders are entitled to cast at any particular meeting. If such
request is addressed to the Secretary, it shall be signed by the persons making
the same and shall state the purpose or purposes of the proposed meeting. Upon
receipt of any such request, it shall be the duty of the Secretary to call a
special meeting of the shareholders to be held at a time, not less than ten nor
more than sixty days thereafter, as the Secretary may fix. If the Secretary
shall neglect or refuse to issue such call within five days from the receipt of
such request, the person or persons making the request may issue the call.
Section 2.4 Written notice of all meetings other than adjourned
meetings of shareholders, stating the place, date and hour, and, in case of
special meetings of shareholders, the purpose thereof, shall be served upon, or
mailed, postage prepaid, or telegraphed, charges prepaid, at least ten (10) days
before such meeting, unless a greater period of notice is required by statute or
by these Bylaws, to each shareholder entitled to vote thereat at such address as
appears on the transfer books of the Company.
Section 2.5 Notice of any proposal by a shareholder which the
shareholder desires to submit for a vote at the Company's annual meeting must be
submitted to the Company's secretary at the Company's registered address no
later than 120 calendar days prior to the anniversary of the date of the
Company's proxy materials released to shareholders for the previous year's
annual meeting. The notice must include the name and residence address of the
notifying shareholder, the number of shares of the Company owned by the
notifying shareholder, and a description of the basis for the proposal. A
proposal not submitted in the manner or within the time provided herein shall
not be included on the agenda for the annual meeting and shall not be deemed to
have been submitted on a timely basis.
ARTICLE 3
QUORUM OF SHAREHOLDERS
Section 3.1 The presence, in person or by proxy of 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 purposes
of considering such matter, and unless otherwise provided by statute the acts of
such shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be organized
because of lack of a quorum, those present in person, or by proxy shall have the
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, without notice other than an announcement
at the meeting, until the requisite number of shareholders for a quorum shall be
present in person or by proxy except that in the case of any meeting called for
the election of directors such meeting may be adjourned only for periods not
exceeding 15 days as the holders of a majority of the shares present in person
or by proxy shall direct, and 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. At any adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the original meeting if a quorum had been
present. The shareholders present in person or by proxy at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
ARTICLE 4
VOTING RIGHTS
Section 4.1 Except as may be otherwise provided by statute or by the
Articles of Incorporation, at every shareholders meeting, every shareholder
entitled to vote thereat shall have the right to one vote for every share having
voting power standing in his name on the books of the Corporation on the record
date fixed for the meeting. No share shall be voted at any meeting if any
installment is due and unpaid thereon.
Section 4.2 When a quorum is present at any meeting the voice vote of
the holders of a majority of the stock having voting power, present in person or
by proxy shall decide any questions brought before such meeting except as
provided differently by statute or by the Articles of Incorporation.
Section 4.3 Upon demand made by a shareholder entitled to vote at any
election for directors before the voting begins, the election shall be by
ballot.
ARTICLE 5
PROXIES
Section 5.1 Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Every proxy shall be executed in writing by the shareholder or his duly
authorized attorney in fact and filed with the Secretary of the Corporation. 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. No unrevoked proxy
shall be valid after eleven (11) 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 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 given to the Secretary of the Corporation.
ARTICLE 6
RECORD DATE
Section 6.1 The Board of Directors may fix a time not more than ninety
(90) days prior to the date of any meeting of shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the allotment
of rights, or 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 payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case, 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 or to receive payment of such dividend or
to receive such allotment of rights or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after any record date fixed as aforesaid. If no record date is fixed by the
Board of Directors for the determination of shareholders entitled to receive
notice of, and vote at, a shareholders meeting, transferees of shares which are
transferred on the books of the Corporation within ten (10) days next preceding
the date of such meeting shall not be entitled to notice of or to vote at such
meeting.
ARTICLE 7
JUDGES OF ELECTION
Section 7.1 In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election are 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 a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
be all such acts as may be proper to conduct the election or vote, and such
other duties as may be prescribed by statute, with fairness to all shareholders,
and if requested by the Chairman of the meeting or any shareholder or his proxy,
shall make a written report of any matter determined by them and execute a
certificate of any fact found by them. If there are three judges of election,
the decision, act or certificate of a majority shall be the decision, act or
certificate of all.
ARTICLE 8
DIRECTORS
Section 8.1 Any shareholder who intends to nominate or to cause to
have nominated any candidate for election to the Board of Directors (other than
any candidate proposed by the Corporation's then existing Board of Directors)
shall so notify the Secretary of the Corporation in writing not less than
forty-five (45) days prior to the date of any meeting of shareholders called for
the election of directors. Such notification shall contain the following
information to the extent known by the notifying shareholder:
(a) The name and address of each proposed nominee;
(b) The age of each proposed nominee;
(c) The principal occupation of each proposed nominee;
(d) The number of shares of the Corporation owned by each proposed
nominee;
(e) The total number of shares that to the knowledge of the notifying
shareholder will be voted for each proposed nominee;
(f) The name and residence address of the notifying shareholder; and
(g) The number of shares of the Corporation owned by the notifying
shareholder.
Any nomination for director not made in accordance with this Section
shall be disregarded by the chairman of the meeting, and votes cast for each
such nominee shall be disregarded by the judges of election. In the event that
the same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the nomination shall be
honored and all votes cast for such nominee shall be counted.
Section 8.2 No person shall be eligible to be elected as a director if
he or she shall have attained the age of seventy-five (75) on or prior to the
date of his or her election. Any director of this corporation who attains the
age of seventy-five (75) shall cease to be a director (without any action on his
or her part) at the close of business on the day prior to the date of the next
shareholders' meeting at which directors are to be elected regardless of whether
or not his term as director would otherwise expire at such shareholders'
meeting. Provided however, the foregoing age limitations shall not apply to
those individuals nominated as a director of the corporation who were serving as
directors of the Upper Dauphin National Bank in 1968.
Section 8.3 The number of directors that shall constitute the whole
Board of Directors shall be not less than five (5) nor more than twenty-five
(25). The Board of Directors shall be classified into four classes as nearly
equal in number as possible, each class to be elected for a term of four (4)
years. The terms of the respective classes shall expire in successive years as
provided in Section 8.4 hereof. Within the foregoing limits, the Board of
Directors may from time to time fix the number of directors and their respective
classifications. The Directors shall be natural persons of full age and need not
be residents of Pennsylvania or shareholders of the Corporation.
Section 8.4 At the 1987 Annual meeting of Shareholders of the
Corporation, the shareholders shall elect sixteen (16) directors as follows:
four (4) Class A directors to serve until the 1988 Annual Meeting of
Shareholders, four (4) Class B directors to serve until the 1989 Annual Meeting
of Shareholders, four (4) Class C directors to serve until the 1990 Annual
Meeting of Shareholders, and four (4) Class D directors to serve until the 1991
Annual Meeting of Shareholders. Each class shall be elected in a separate
election. At each Annual Meeting of Shareholders thereafter, successors to the
class of directors whose term shall then expire shall be elected to hold office
for a term of four (4) years, so that the term of office of one class of
directors shall expire in each year.
Section 8.5 The Board of Directors may declare vacant the office of a
director if he is declared of unsound mind by an order of court or convicted of
felony or for any other proper cause of or, within thirty days after notice of
election, he does not accept such office either in writing or by attending a
meeting of the Board of Directors.
ARTICLE 9
VACANCIES ON BOARD OF DIRECTORS
Section 9.1 Vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority vote of the remaining members of the Board of Directors, though less
than a quorum, and each person so appointed shall be a director until the
expiration of the present term of office of the directors.
ARTICLE 10
POWERS OF BOARD OF DIRECTORS
Section 10.1 The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.
Section 10.2 The Board of Directors shall have the power and authority
to appoint an Executive Committee and such other committees as may be deemed
necessary by the Board of Directors for the efficient operation of the
Corporation. The Executive Committee shall consist of the Chairman of the Board,
if any, the President and a minimum of six other directors (which other
directors shall not be employees of the Corporation or any of its subsidiaries).
The Executive Committee shall meet at such time as may be fixed by the Board of
Directors, or upon call of the Chairman of the Board or the President. A
majority of members of the Executive Committee shall constitute a quorum. The
Executive Committee shall have and exercise the authority of the Board of
Directors in the intervals between the meetings of the Board of Directors as far
as may be permitted by law.
ARTICLE 11
MEETINGS OF THE BOARD OF DIRECTORS
Section 11.1 An organization meeting may be held immediately following
the annual shareholders meeting without the necessity of notice to the directors
to constitute a legally convened meeting, or the directors may meet at such time
and place as may be fixed by either a notice or waiver of notice or consent
signed by all of such directors.
Section 11.2 Regular meetings of the Board of Directors shall be held
at such time and in such place consistent with applicable law as the Board of
Directors shall, from time to time, designate or as may be designated in any
notice from the Chairman or President called the meeting.
Section 11.3 Special meetings of the Board of Directors may be called
by the Chairman of the Board or the President on one day's notice to each
director, either personally or by mail, telegram, or telephone; special meetings
shall be called by the Chairman of the Board or the President in like manner and
on like notice upon the written request of three directors.
Section 11.4 At all meetings of the Board of Directors, a majority of
the directors shall 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 be the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or by these
Bylaws. If a quorum shall not be present at any meeting of the directors, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting until a quorum shall be present or as
permitted herein.
ARTICLE 12
COMPENSATION OF DIRECTORS
Section 12.1 No director shall be entitled to any salary as such; but
the Board of Directors may fix, from time to time, a reasonable annual fee for
acting as a director and a reasonable fee to be paid each director for his or
her services in attending meetings of the Board or meetings of committees
appointed by the Board. The Corporation may reimburse directors for expenses
related to their duties as a member of the Board.
ARTICLE 13
OFFICERS
Section 13.1 The officers of the Corporation shall be elected by the
Board of Directors at its organization meeting and shall be a President, a
Secretary, and a Treasurer. At its option, the Board of Directors may elect a
Chairman of the Board. The Board of Directors may also elect one or more Vice
Presidents and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such authority and
perform such duties as may from time to time be prescribed by the Board of
Directors. Any two or more offices may be held by the same person.
Section 13.2 The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.
Section 13.3 The Board of Directors may remove any officer or agent
elected or appointed, at any time and within the period, if any, for which such
person was elected or employed whenever in the Board of Directors' judgment it
is in the best interests of the Corporation, and all persons shall be elected
and employed subject to the provisions hereof. If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.
ARTICLE 14
THE CHAIRMAN OF THE BOARD
Section 14.1 The Chairman of the Board shall preside at all meetings
of the shareholders and directors. He shall supervise the carrying out of the
policies adopted or approved by the Board of Directors. He shall have general
executive powers, as well as the specific powers conferred by the Bylaws. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the Board of Directors.
ARTICLE 15
THE PRESIDENT
Section 15.1 The President shall be the chief executive officer of the
Corporation; shall have general and active management of the business of the
Corporation; shall see that all orders and resolutions of the Board of Directors
are put into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the Corporation;
shall execute bonds, mortgages and other contracts requiring a seal under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. In the absence or incapacity of the Chairman of the
Board, the President shall preside at meetings of the shareholders and the
directors. If there is no Chairman of the Board, the President shall have and
exercise all powers conferred by these Bylaws or otherwise on the Chairman of
the Board.
ARTICLE 16
THE VICE PRESIDENT
Section 16.1 The Vice President or, if more than one, the Vice
Presidents in the order established by the Board of Directors shall, in the
absence or incapacity of the President, exercise all the powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these Bylaws
or as shall be determined by the Board of Directors or the President. Any Vice
President may, in the discretion of the Board of Directors, be designated as
"executive", "senior", or by departmental or functional classification.
ARTICLE 17
THE SECRETARY
Section 17.1 The Secretary shall attend all meetings of the Board of
Directors and of the shareholders and keep accurate records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed by the secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.
ARTICLE 18
THE TREASURER
Section 18.1 The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall perform such other
duties as may be assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of Directors may
from time to time direct.
ARTICLE 19
ASSISTANT OFFICERS
Section 19.1 Each assistant officer shall assist in the performance of
the duties of the officer to whom he is assistant and shall perform such duties
in the absence of the officer. He shall perform such additional duties as the
Board of Directors, the President or the officer to whom he is assistant may
from time to time assign him. Such officers may be given such functional title
as the Board of Directors shall from time to time determine.
ARTICLE 20
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 20.1 The Corporation shall indemnify any director, officer
and/or employee, or any former director, officer and/or employee, who was or is
a party to, or is threatened to be made a party to, or who is called as a
witness in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that such
person is or was a director, officer and/or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another bank, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 20.2 The Corporation shall indemnify any director, officer
and/or employee, who was or is a party to, or is threatened to be made a party
to, or who is called as a witness in connection with, any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer and/or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another bank, partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of, or
serving as a witness in, such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no indemnification shall be made in respect of
any such claim, issue or matter as to which such person shall have been adjudged
to be liable for misconduct in the performance of his duty to the Corporation.
Section 20.3 Except as may be otherwise ordered by a court, there
shall be a presumption that any director, officer and/or employee is entitled to
indemnification as provided in this Bylaw unless either a majority of the
directors who are not involved in such proceedings ("disinterested directors"),
or, if there are less than three disinterested directors, then the holders of
one-third of the outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such determination in writing
to the Secretary of the Corporation. In such event the disinterested director(s)
or, in the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the outside general
counsel of the Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under this Bylaw.
Section 20.4 Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Bylaw.
Section 20.5 The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any agreement, vote of shareholders, or disinterested
directors, or otherwise, both as to action in his official capacity which
serving as a director, officer, and/or employee, or as to any action in another
capacity while holding such office. The Board of Directors, may, by resolution,
provide for additional indemnification or advancement of expenses to or for any
director, officer, and/or employee of the Corporation provided said
indemnification is not inconsistent with the provisions of these Bylaws, the
Articles of Incorporation of the Corporation, applicable provisions of the
Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended, and the
Director's Liability Act, Act of November 28, 1986, P.L. 145, or other
applicable provisions of law. The indemnification provided by this Article shall
continue as to a person who has ceased to be a director, officer, and/or
employee and shall inure to the benefit of the heirs and personal
representatives of such person.
Section 20.6 No director of the Corporation shall be personally liable
for monetary damages as such for any action taken, or any failure to take any
action, in the director's capacity as a director of the Corporation or pursuant
to the request of the Corporation unless (i) the director has breached or failed
to perform the duties of his/her office as set forth in the Business Corporation
Law, Act of May 5, 1933, P.L. 364, as amended, and the Director's Liability Act,
Act of November 28, 1986, or other applicable provisions of law, and (ii) the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness. This Bylaw shall not apply to the responsibility or liability of a
director for the payment of taxes pursuant to local, state, or federal law, or
to the responsibility or liability of a director pursuant to any criminal
statute.
Section 20.7 This Corporation may, by act of the Board of Directors,
create a fund to secure or insure its indemnification obligations under these
Bylaws, the Articles of Incorporation of the Corporation, any resolution of
Directors or agreement or vote of shareholders as authorized in Section 20.5 of
this Bylaw, applicable provisions of the Business Corporation Law, Act of May 5,
1933, P.L. 364, as amended, and the Director's Liability Act, Act of November
28, 1986, or other applicable provisions of law.
ARTICLE 21
CERTIFICATED AND UNCERTIFICATED SHARES
Section 21.1 The shares of the Corporation's stock may be certificated
or uncertificated as provided under Pennsylvania law. The share certificates of
the Corporation shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number and class of
shares represented thereby, the par value of each share or a statement that such
shares are without par value, as the case may be; shall be signed by the
President or a Vice President and the Secretary or the Treasurer or any other
person properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or printed. Where the
certificate is signed by a transfer agent or a registrar, the signature of any
corporate officer on such certificate may be a facsimile engraved or printed. In
case any officer who has signed, or whose facsimile signature has been placed
upon, any share certificate shall have ceased to be such officer because of
death, resignation or otherwise before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue.
ARTICLE 22
TRANSFER OF SHARES
Section 22.1 Transfer of shares may be made on the books of the
Corporation only by the recorded holder of such shares, or by attorney lawfully
constituted in writing, and in the case of shares represented by a certificate,
upon surrender of the certificate. Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate or by attorney
duly appointed in writing and accompanied where necessary by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto and the old certificate cancelled and the
transfer recorded upon the share register of the Corporation. No transfer shall
be made if it would be inconsistent with the provisions of Article 8 of the
Pennsylvania Uniform Commercial Code.
ARTICLE 23
LOST CERTIFICATES
Section 23.1 Where a shareholder of the Corporation alleges the loss,
theft or destruction of one or more certificates for shares of the Corporation
and requests the issuance of a substitute certificate therefore, the Board of
Directors may direct a new certificate of the same tenor and for the same number
of shares to be issued to such person upon such person's making of an affidavit
in form satisfactory to the Board of Directors setting forth the facts in
connection therewith, provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such certificate or
received notice that such certificate has been acquired by a bona fide
purchaser. When authorizing such issue of a new certificate the Board of
Directors may, in it discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
heirs or legal representatives, as the case may be, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form
and sum and with surety or sureties, with fixed or open penalty, as shall be
satisfactory to the Board of Directors, as indemnity for any liability or
expense which it may incur by reason of the original certificate remaining
outstanding.
ARTICLE 24
DIVIDENDS
Section 24.1 The Board of Directors may, from time to time, at any
duly convened regular or special meeting or by unanimous consent in writing,
declare and pay dividends upon the outstanding shares of capital stock of the
Corporation in cash, property or shares of the Corporation, as long as any
dividend shall not be in violation of law or the Articles of Incorporation.
Section 24.2 Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall believe to be for the best interest of
the Corporation, and the Board of Directors may reduce or abolish any such
reserve in the manner in which it was created.
ARTICLE 25
FINANCIAL REPORT TO SHAREHOLDERS
Section 25.1 The President and the Board of Directors shall present at
each annual meeting of the shareholders a full and complete statement of the
business and affairs of the Corporation for the preceding year.
ARTICLE 26
INSTRUMENTS
Section 26.1 All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the President or the Board of Directors may from time to time
designate.
Section 26.2 All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments and documents may
be signed, executed, acknowledged, verified, delivered or accepted, including
those in connection with the fiduciary powers of the Corporation, on behalf of
the Corporation, by the President or other persons as may be designated by him.
ARTICLE 27
FISCAL YEAR
Section 27.1 The fiscal year of the Corporation shall begin on the
first day of January in each year and end on the thirty-first day of December in
each year.
ARTICLE 28
NOTICES AND WAIVERS THEREOF
Section 28.1 Whenever, under the provisions of applicable law or of
the Articles of Incorporation or of these Bylaws, written notice is required to
be given to any person, it may be given to such person either personally or by
sending a copy thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the corporation or supplied by him to the
Corporation for the purpose of notice. If the notice is sent by mail or
telegraph, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office for
transmission to such person. Such notice shall specify the place, day and hour
of the meeting and, in the case of a special meeting of shareholders, the
general nature of the business to be transacted.
Section 28.2 Any written notice required to be given to any person may
be waived in writing signed by the person entitled to such notice whether before
or after the time stated therein. Attendance of any person entitled to notice,
whether in person or by proxy, at any meeting shall constitute a waiver of
notice of such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened. Where written notice is required of
any meeting, the waiver thereof must specify the purpose only if it is for a
special meeting of shareholders.
ARTICLE 29
AMENDMENTS
Section 29.1 These Bylaws may be altered, amended or repealed by the
affirmative vote of the holders of sixty-six and two-thirds (66 2/3%) percent of
the outstanding shares of Common Stock at any regular or special meeting duly
convened after notice to the shareholders of that purpose, or by a majority vote
of the members of the Board of Directors at any regular or special meeting
thereof duly convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action of the Board of
Directors by the affirmative vote of the holders of sixty-six and two-thirds (66
2/3%) percent of the outstanding shares of Common Stock.