AMENDED AND RESTATED BYLAWS
of
FIRST KEYSTONE CORPORATION
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 MEETINGS
Section 2.1 All meetings of the shareholders shall be held at
such time and place as may be fixed from time to time by the
Board of Directors.
Section 2.2 The Board of Directors will hold a meeting of
shareholders in each calendar year, but no later than May 31st
of each year, for the election of directors and the transaction
of other business that may properly be brought before the
meeting at such time and place, which is to be determined by the
Board.
Section 2.3 Special meetings of the shareholders may be called
at any time by the Chairman of the Board, the President, the
Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least one fourth of the votes which all
shareholders are entitled to cast at the 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, 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, data 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 days before such
meeting, unless a greater period of notice is required by
statute or by these By laws, to each shareholder entitled to
vote thereat at such address as appears on the transfer books of
the Company.
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 so represented, 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 question
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.
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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 an 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 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 45 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 of the books
of the Corporation after any record date fixed as aforesaid. The
Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of such
period, and in such case written or printed notice thereof shall
be mailed at least ten days before the closing thereof to each
shareholder of record at the address appearing on the records of
the Corporation or supplied by him to the Corporation for the
purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made
thereon. 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
days next preceding the date of such meeting shall not be
entitled to notice of or to vote at such meeting.
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ARTICLE 7
VOTING LISTS
Section 7.1 The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least five
days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered offices
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder during the entire
meeting. The original transfer books for shares of the
Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders
entitled to exercise the rights of a shareholder.
ARTICLE 8
JUDGES OF ELECTION
Section 8.1 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 do 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 9
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
Section 9.1 Any action required to be taken at a meeting of the
shareholders, or of a class of shareholders, 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
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the
Corporation.
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ARTICLE 10
DIRECTORS
Section 10.1 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 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 10.2 The number of directors that shall constitute the
whole Board of Directors shall be not less than seven nor more
than twenty five. The Board of Directors shall be classified
into three classes, each class to be elected for a term of three
years. The terms of the respective classes shall expire in
successive years as provided in Section 10.3 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. No person who is 70 years of age or older
(except for the eleven interim directors of the Corporation)
shall be elected a director.
Section 10.3 At the 1984 annual meeting of shareholders of the
Corporation, the shareholders shall elect eleven directors as
follows: four Class A directors to serve until the 1985 annual
meeting of shareholders, four Class B directors to serve until
the 1986 annual meeting of shareholders, and three Class C
directors to serve until the 1987 annual meeting of
shareholders. Each class shall be elected in a separate
election. At each annual meeting of shareholders
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thereafter, successors to the class of directors whose term
shall then expire shall be elected to hold office for a term of
three years, so that the term of office of one class of
directors shall expire in each year.
Section 10.4 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 or if, 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. In addition, whenever a
director of this Corporation who is also an officer, director,
or employee of this Corporation or of any subsidiary of this
Corporation is terminated or resigns, voluntarily or
involuntarily, from such position or positions, then the office
of director that such person holds in this Corporation shall be
deemed to be vacant as of the date of such termination or
resignation; provided, however, that the office of director that
such person holds shall not be deemed vacant in the case of the
normal retirement of such person from one or more of the
aforesaid positions with this Corporation or any subsidiaries of
this Corporation.
Section 10.5 The Board of Directors may appoint a former member
of the Board of Directors of the Corporation as a director
emeritus. A person appointed as a director emeritus shall serve
for a three year term. A director emeritus may be appointed by
the Board of Directors to serve for successive terms. A director
emeritus shall not be a member of any standing or special
committee of the Corporation. A director emeritus shall not have
the right to vote on any matter that is presented to the Board
of Directors. A director emeritus may attend all regular and
special meetings of the Board of Directors and shall be paid a
fee for such attendance equal to one half the current fee paid
to a director for attendance at such meetings. There is no age
limit as a disqualification to serve as a director emeritus.
ARTICLE 11
VACANCIES ON BOARD OF DIRECTORS
Article 11.1 Vacancies on 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 of Directors, though less than a quorum, each person so
appointed shall be a director until the expiration of the term
of office of the class of directors to which he was appointed.
ARTICLE 12
POWERS OF BOARD OF DIRECTORS
Section 12.1 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 By laws directed or required to be exercised and
done by the shareholders.
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Section 12.2 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 not less than two nor more than three 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 13
MEETINGS OF THE BOARD OF DIRECTORS
Section 13.1 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 13.2 Regular meetings of the Board of Directors shall
be held not less often than semi annually at a time and place
determined by the Board of Directors at the preceding meeting.
One or more directors may participate in any meeting of the
Board of Directors, or of any committee thereof, by means of a
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.
Section 13.3 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 13.4 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 in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment 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 By laws. If a quorum shall not be
present in person or by communications equipment 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.
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ARTICLE 14
INFORMAL ACTION BY THE BOARD OF DIRECTORS
Section 14.1 If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a corporation action
as though it had been authorized at a meeting of the Board of
Directors.
ARTICLE 15
COMPENSATION OF DIRECTORS
Section 15.1 Directors, as such, may receive a stated salary
for their services or a fixed sum and expenses for attendance at
regular and special meetings, or any combination of the
foregoing as may be determined from time to time by resolution
of the Board of Directors, and nothing contained herein shall be
construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE 16
OFFICERS
Section 16.1 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 16.2 The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 16.3 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 may be filled
by the Board of Directors.
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ARTICLE 17
THE CHAIRMAN OF THE BOARD
Section 17.1 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 these By laws. 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 18
THE PRESIDENT
Section 18.1 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 By laws or
otherwise on the Chairman of the Board.
ARTICLE 19
THE VICE PRESIDENT
Section 19.1 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 By
laws 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 20
THE SECRETARY
Section 20.1 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.
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ARTICLE 21
THE TREASURER
Section 21.1 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 22
ASSISTANT OFFICERS
Section 22.1 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 titles as the Board of Directors shall from time to
time determine.
ARTICLE 23
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 23.1 The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a
party to, or is threatened to be made a party to, or who is
called to be 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 an officer and/or employee of the
Corporation, or is or was serving at the request of Corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and 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 no reasonable
cause to believe that his conduct was unlawful.
Section 23.2 The Corporation shall indemnify any 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
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employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' 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 23.3 Except as may be otherwise ordered by a court,
there shall be a presumption that any officer and/or employee is
entitled to indemnification as provided in Sections 23.1 and
23.2 of this Article 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 Sections
23.1 and 23.2 of this Article.
Section 23.4 Expenses incurred by an officer and/or employee 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 as authorized in the manner
provided under Section 23.3 of this Article upon receipt of an
undertaking by or on behalf of the officer and/or employee to
repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation.
Section 23.5 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 while serving as an
officer and/or employee and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be an officer and/or employee and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
Section 23.6 The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.
Section 23.7 The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was an
officer and/or employee of the Corporation, or is or was serving
at the request of the Corporation as an officer and/or employee
of another Corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
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Section 23.8 Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 23.9 No amounts shall be payable by the Corporation (or
any of its subsidiaries that have a provision in their by laws
similar to this Section 23.9) to any person under this Article
23 (or under such similar provision) unless prior to any such
payment the Corporation and its applicable subsidiary shall have
received a written opinion from its counsel that the payment of
any such amount will not constitute an unsafe or unsound banking
practice. Counsel for the Corporation and its applicable
subsidiary may consult and seek advice from the appropriate
banking supervisory agency before issuing such opinion.
ARTICLE 24
INDEMNIFICATION OF DIRECTORS
Section 24.1 A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith,
in a manner he reasonably believed 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. In performing his duties,
a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including
financial statements and other financial data, in each case
prepared or presented by any of the following:
(a) One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented.
(b) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person.
(c) A committee of the board upon which he does not serve,
duly designated in accordance with law, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.
A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 24.2 In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of
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the Corporation and upon communities in which offices or other
establishments of the Corporation are located, and all other
pertinent factors. The consideration of those factors shall not
constitute a violation of Section 24.1.
Section 24.3 Absent a breach of fiduciary duty, lack of good
faith or self dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the Corporation.
Section 24.4 A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:
(a) the director has breached or failed to perform the
duties of his office under the provisions of Sections 24.1 and
24.2, and
(b) the breach or failure to perform constitutes self
dealing, willful misconduct or recklessness.
Section 24.5 The provisions of Section 24.4 shall not apply to:
(a) the responsibility or liability of a director pursuant
to a criminal statute, or
(b) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Section 24.6 The Corporation shall indemnify any director, or
any former director who was or is a party to, or is threatened
to be made a party to, or who is called to be 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 of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys, 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 no reasonable
cause to believe that his conduct was unlawful.
Section 24.7 The Corporation shall indemnify any director 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
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employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' 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 24.8 Except as may be otherwise ordered by a court,
there shall be a presumption that any director is entitled to
indemnification as provided in Sections 24.6 and 24.7 of this
Article 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 Sections 24.6 and
24.7 of this Article.
Section 24.9 Expenses incurred by a director 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 as authorized in the manner provided under
Section 24.8 of this Article upon receipt of an undertaking by
or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.
Section 24.10 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 while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 24.11 The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.
Section 24.12 The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
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Section 24.13 Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 24.14 No amounts shall be payable by the Corporation
(or any of its subsidiaries that have a provision in their by
laws similar to this Section 24.14) to any person under this
Article 24 (or under such similar provision) unless prior to any
such payment the Corporation and its applicable subsidiary shall
have received a written opinion from its counsel that the
payment of any such amount will not constitute an unsafe or
unsound banking practice. Counsel for the Corporation and its
applicable subsidiary may consult and seek advice from the
appropriate banking supervisory agency before issuing such
opinion.
ARTICLE 25
SHARE CERTIFICATES
Section 25.1 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 26
TRANSFER OF SHARES
Section 26.1 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.
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ARTICLE 27
LOST CERTIFICATES
27.1 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 therefor, 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 its 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 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 28
DIVIDENDS
Section 28.1 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 28.2 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 interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner
in which it was created.
ARTICLE 29
FINANCIAL REPORT TO SHAREHOLDERS
Section 29.1 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.
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ARTICLE 30
INSTRUMENTS
Section 30.1 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 30.2 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 31
FISCAL YEAR
Section 31.1 The fiscal year of the Corporation shall be the
calendar year.
ARTICLE 32
SEAL
Section 32.1 The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and
the words "Corporate Seal, Pennsylvania". Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed
in any manner reproduced.
ARTICLE 33
NOTICES AND WAIVERS THEREOF
Section 33.1 Whenever, under the provisions of applicable law
or of the Articles of Incorporation or of these By laws, 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 33.2 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
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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 34
AMENDMENTS
Section 34.1 These By laws may be altered, amended or repealed
by the affirmative vote of the holders of a majority 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
a majority of the outstanding shares of Common Stock.
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