DORMAN PRODUCTS, INC.
BY-LAWS
DORMAN PRODUCTS, INC.
TABLE OF CONTENTS
ARTICLE I - OFFICES..........................................................1
Section 1-1 Registered Office..................................1
ARTICLE II - MEETINGS OF SHAREHOLDERS........................................1
Section 2-1 Place of Meetings of Shareholders..................1
Section 2-2 Annual Meeting of Shareholders.....................1
Section 2-3 Special Meetings of Shareholders...................1
Section 2-4 Notices of Meetings of Shareholders................2
Section 2-5 Quorum of and Action by Shareholders...............2
Section 2-6 Adjournments.......................................2
Section 2-7 Voting List, Voting and Proxies....................3
Section 2-8 Participation in Meetings by Conference Telephone
or Other Electronic Technology.....................4
Section 2-9 Nominations for Directors and Submission of
Proposals..........................................4
ARTICLE III - BOARD OF DIRECTORS.............................................5
Section 3-1 General............................................5
Section 3-2 Place of Meetings..................................6
Section 3-3 Regular Meetings...................................6
Section 3-4 Special Meetings...................................6
Section 3-5 Participation in Meetings by Conference Telephone
or Other Electronic Technology.....................6
Section 3-6 Notices of Meetings of Board of Directors..........6
Section 3-7 Quorum; Action by the Board of Directors...........6
Section 3-8 Informal Action by the Board of Directors..........7
Section 3-9 Committees.........................................7
Section 3-10 Powers and Duties of the Chairman of the Board
and Vice Chairman of the Board.....................8
ARTICLE IV - OFFICERS........................................................9
Section 4-1 Election and Office................................9
Section 4-2 Term...............................................9
Section 4-3 Powers and Duties of the President.................9
Section 4-4 Powers and Duties of the Secretary.................9
Section 4-5 Powers and Duties of the Treasurer.................9
Section 4-6 Powers and Duties of Vice Presidents and Assistant
Officers..........................................10
Section 4-7 Delegation of Office..............................10
Section 4-8 Removal and Vacancies.............................10
ARTICLE V - CAPITAL STOCK...................................................10
Section 5-1 Share Certificates................................10
Section 5-2 Transfer of Shares................................11
Section 5-3 Determination of Shareholders of Record...........11
Section 5-4 Lost Share Certificates...........................12
Section 5-5 Uncertificated Shares.............................12
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS...............................13
Section 6-1 Contents of Notice................................13
Section 6-2 Method of Notice..................................13
Section 6-3 Computing Time Periods............................13
Section 6-4 Waiver of Notice..................................13
Section 6-5 Compliance with Law...............................14
Section 6-6 Shareholders without Forwarding Addresses.........14
ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION OF
DIRECTORS, OFFICERS AND OTHER PERSONS.........................14
Section 7-1 Indemnification and Insurance.....................14
Section 7-2 Amendment.........................................17
Section 7-3 Changes in Pennsylvania Law.......................17
ARTICLE VIII - FISCAL YEAR..................................................17
Section 8-1 Determination of Fiscal Year......................17
ARTICLE IX - AMENDMENTS.....................................................17
Section 9-1 Except as otherwise expressly provided in
Section 7-3:.......................................17
ARTICLE X - INTERPRETATION OF BY-LAWS -- SEPARABILITY -- DEFINITIONS........18
Section 10-1 Interpretation....................................18
Section 10-2 Separability......................................18
Section 10-3 Definitions.......................................18
ARTICLE XI - DETERMINATIONS BY THE BOARD....................................18
Section 11-1 Effect of Board Determinations....................18
DORMAN PRODUCTS, INC.
AMENDED AND RESTATED BY=LAWS
These Amended and Restated By-laws ("By-laws") are supplemental to the
Pennsylvania Business Corporation Law of 1988 ("Pennsylvania BCL") as the same
shall from time to time be in effect.
ARTICLE I - OFFICES
Section 1-1 Registered Office. The registered office of the Corporation shall
be located within the Commonwealth of Pennsylvania at such place as the Board
shall determine from time to time.
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 2-1 Place of Meetings of Shareholders. Meetings of shareholders shall be
held at such geographic locations, within or without the Commonwealth of
Pennsylvania, as may be fixed from time to time by the Board of Directors.
If no such place is fixed by the Board of Directors, meetings of the
shareholders shall be held at the registered office of the Corporation.
Section 2-2 Annual Meeting of Shareholders.
(a) Time. A meeting of the shareholders of the Corporation shall be held in each
calendar year, at such time as the Board of Directors may determine. If the
annual meeting is not called and held within six months after the designated
time, any shareholder may call the meeting at any time thereafter.
(b) Election of Directors. At such annual meeting, there shall be held an
election of Directors.
Section 2-3 Special Meetings of Shareholders. Except as expressly
required by law, special meetings of the shareholders may be
called at any time only by:
(a) the Chairman of the Board, if any, if such officer is serving as the chief
executive officer of the Corporation, and otherwise the President of the
Corporation; or
(b) the Board of Directors.
Upon the written request of any person who has called a
special meeting and is entitled to do so under these By-laws or
applicable law, which request specifies the general nature of the business to be
transacted at such meeting, it shall be the duty of the Secretary to
fix the time and place of such meeting, which shall be held no more than 60 days
after the receipt of such request, and to give due notice thereof as
required by Section 2-4 hereof. If the Secretary neglects or refuses
to fix the time and place of such meeting, the person or persons calling the
meeting may do so.
Section 2-4 Notices of Meetings of Shareholders. Written notice, complying with
Article VI of these By-laws, stating the place and time and, in the case of
special meetings, the general nature of the business to be transacted
at any meeting of the shareholders shall be given to each shareholder of record
entitled to vote at the meeting, except as provided in the Pennsylvania BCL,
at least 10 days prior to the day named for the meeting. Such notices may be
given by, or at the direction of, the Secretary or other authorized person. If
the Secretary or other authorized person neglects or refuses to give notice
of a meeting, the person or persons calling the meeting may do so.
Section 2-5 Quorum of and Action by Shareholders.
(a) General Rule. Except as provided in subsections (c), (d) and (e)
of this Section 2-5, the presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes that all shareholders are
entitlPersonNameed to cast on a particular matter to be acted upon at the
meeting shall constitute a quorum for the purpose of consideration and action
on the matter.
(b) Action by Shareholders. Whenever any corporate action is to be taken by vote
of the shareholders of the Corporation at a duly organized meeting of
shareholders, it shall be authorized by a majority of the votes cast
at the meeting by the holders of shares entitled to vote thereon.
Unless the Pennsylvania BCL permits otherwise, this Section 2-5(b) may be
modified only by a By-law amendment adopted by the shareholders.
(c) Withdrawal. The shareholders present at a duly organized meeting
can continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
(d) Election of Directors at Adjourned Meetings. In the case of any
meeting called for the election of Directors, those shareholders who
attend a meeting called for the election of Directors that has been
previously adjourned for lack of a quorum, although less than a quorum
as fixed in subsection (a), shall nevertheless constitute a quorum for
the purpose of electing Directors.
(e) Conduct of Other Business at Adjourned Meetings. Those
shareholders entitled to vote who attend a meeting of shareholders
that has been previously adjourned for one or more periods aggregating
at least 15 days because of an absence of a quorum, although less than a quorum
as fixed in subsection (a), shall nevertheless constitute a quorum for
the purpose of acting upon any matter set forth in the notice of meeting if the
notice states that those shareholders who attend the adjourned meeting
shall nevertheless constitute a quorum for the purpose of acting upon the
matter.
Section 2-6 Adjournments.
(a) General Rule. Adjournments of any regular or special meeting of
shareholders, including one at which directors are to be elected, may be taken
for such periods as the shareholders present and entitled to vote shall direct.
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(b) Lack of Quorum. If a meeting cannot be organized because a quorum
has not attended, those present may, except as otherwise provided in the
Pennsylvania BCL, adjourn the meeting to such time and place as they may
determine.
(c) Notice of an Adjourned Meeting. When a meeting of shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned
meeting or of the business to be transacted at an adjourned meeting, other
than by announcement at the meeting at which the adjournment is taken, unless
the Board fixes a new record date for the adjourned meeting.
Section 2-7 Voting List, Voting and Proxies.
(a) Voting List. The officer or agent having charge of the transfer books for
shares of the Corporation shall make a complete list of the shareholders
entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof except that, if the
Corporation has 5,000 or more shareholders, in lieu of the making of the list
the Corporation may make the information therein available at the meeting by any
other means.
(b) Voting. Except as otherwise specifically provided by law, all
matters coming before the meeting shall be determined by a vote of shares and
any matter to be so determined shall be authorized by a majority of the votes
cast at a duly organized meeting of shareholders by the holders of shares
entitled to vote thereon.
(c) Proxies. At all meetings of shareholders, shareholders entitled to
vote may attend and vote either in person or by proxy. Every proxy shall be
executed or authenticated in accordance with the Pennsylvania BCL by the
shareholder or by such shareholder's duly authorized attorney-in-fact and filed
with or transmitted to the Secretary of the Corporation. A proxy, unless
coupled with an interest (as defined in the Pennsylvania BCL), 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 in accordance with the Pennsylvania BCL to
the Secretary of the Corporation. An unrevoked proxy shall not be valid after
three years from the date of its execution, authentication or transmission
unless a longer time is expressly provided therein. A proxy shall not be
revoked by the death or incapacity of the maker unless, before the vote is
counted or the authority is exercised, written notice of the death or
incapacity is given to the Secretary of the Corporation.
(d) Judges of Election. In advance of any meeting of shareholders of the
Corporation, the Board of Directors may appoint one or three Judges of Election,
who need not be shareholders and who will have such duties as provided in the
Pennsylvania BCL, to act at the meeting or any adjournment thereof. If one or
three Judges of Election are not so appointed, the presiding officer of the
meeting may, and on the request of any shareholder shall, appoint one or three
Judges of Election at the meeting. In case any person appointed as
a Judge of Election fails to appear or refuses to act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
convening of the meeting or at the meeting by the presiding officer. A person
who is a candidate for office to be filled at the meeting shall not act as a
Judge of
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Election. Unless the Pennsylvania BCL permits otherwise, this Section
2-7(d) may be modified only by a By-law amendment adopted by the shareholders.
(e) No Consents in Lieu of a Meeting. No action of the shareholders shall be
taken by either unanimous consent or partial written consent or other consent in
lieu of a meeting.
Section 2-8 Participation in Meetings by Conference Telephone or Other
Electronic Technology. The Board may permit by resolution with respect to a
particular meeting of the shareholders, or the presiding officer of such meeting
may permit, that the presence or participation, including voting and taking
other action, at a meeting of shareholders by a shareholder by conference
telephone or other electronic means, including, without limitation, the
Internet, shall constitute the presence of, or vote or action by, the
shareholder. Unless the Board, or the presiding officer of such meeting, so
permits, no person may so participate in a meeting of the shareholders by means
of conference telephone or other electronic means.
Section 2-9 Nominations for Directors and Submission of Proposals.
(a) Nominations for directors to be elected may be made at a meeting of
shareholders only by (i) the Board of Directors (or any committee thereof
appointed by the Board of Directors), or (ii) a shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the procedure set forth in Section 2-9(b) of these By-laws. Business may be
conducted at a meeting of the shareholders of the Corporation only if such
business (i) was specified in the notice of meeting (or any supplement thereto)
given by the Board of Directors, (ii) is otherwise properly brought before the
meeting by the Board of Directors, or (iii) is otherwise properly brought before
the meeting by a shareholder of the Corporation in accordance with the procedure
set forth in Section 2-9(b) of these By-laws. Notwithstanding the foregoing, at
any time prior to the election of directors at a meeting of shareholders, the
Board of Directors may designate a substitute nominee to replace any bona fide
nominee who was nominated as set forth above and who, for any reason, becomes
unavailable for election as a director.
(b) Nominations by shareholders for directors to be elected, or
proposals by shareholders to be considered, at a meeting of shareholders and
which have not been previously approved by the Board of Directors must be
submitted to the Secretary of the Corporation in writing, either by personal
delivery, nationally-recognized express mail or United States mail, postage
prepaid, not later than (i) with respect to an election to be held, or a
proposal to be considered, at an annual meeting of shareholders, the latest date
upon which shareholder proposals must be submitted to the Corporation for
inclusion in the Corporation's proxy statement relating to such meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or other
applicable rules or regulations under the federal securities laws or, if no such
rules apply, at least ninety (90) days prior to the date one year from the date
of the immediately preceding annual meeting of shareholders, and (ii) with
respect to an election to be held, or a proposal to be considered, at a special
meeting of shareholders, the close of business on the tenth day following the
date on which notice of such meeting is first given to shareholders. Each such
nomination or proposal shall set forth: (i) the name and address of the
shareholder making the nomination or proposal and the person or persons
nominated, or the subject matter of the proposal submitted; (ii) a
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representation that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to vote for the person or persons nominated, or the
proposal submitted; (iii) a description of all arrangements and understandings
between the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination was made, or the
proposal was submitted, by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected. All late nominations and proposals shall be rejected.
ARTICLE III - BOARD OF DIRECTORS
Section 3-1 General.
(a) General Powers. Except as otherwise provided by law and these
By-laws, all powers of the Corporation shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors. The Board of
Directors may appoint a Chairman and one or more Vice-Chairmen from among its
members. Unless the Pennsylvania BCL permits otherwise, this Section 3-1(a) may
be modified only by a By-law amendment adopted by the shareholders.
(b) Number. The Board of Directors shall consist of between 2 and 7 members as
determined by the Board of Directors from time to time.
(c) Vacancies. Each Director shall hold office until the expiration of the term
for which he was selected and until his successor has been selected and
qualified or until his earlier death, resignation or removal. Any vacancies on
the Board of Directors, including vacancies resulting from an increase in the
number of Directors, may be filled by a majority vote of the remaining members
of the Board (though less than a quorum) or by a sole remaining Director,
and each person so selected shall be a Director to serve for the balance of the
unexpired term and thereafter until his successor has been selected and
qualified, except in the event of his earlier death, resignation or removal.
(d) Removal by the Shareholders. The entire Board of Directors or any individual
Director may be removed from office for cause by vote of the
shareholders entitled to vote thereon. An individual Director shall
not be removed (unless the entire board is removed) from the
Board if shareholders are entitled to vote cumulatively for the Board
or a class of the Board and if votes are cast against the resolution for his
removal which, if cumulatively voted at an annual or other regular
election of Directors, would be sufficient to elect one or more Directors to the
Board. Unless the Pennsylvania BCL permits otherwise, this Section 3-1(d) may be
modified only by a By-law amendment adopted by the shareholders.
(e) Removal by the Board. The Board of Directors may declare vacant the office
of a Director who has been judicially declared of unsound mind or who
has been convicted of an offense punishable by imprisonment for a term
of more than one year or if, within 60 days after notice of his or her
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selection, the Director does not accept the office either in writing or by
attending a meeting of the Board of Directors.
(f) Qualification. A Director must be a natural person at least 18 years of age.
Section 3-2 Place of Meetings. Meetings of the Board of Directors may be held at
such place within or without the Commonwealth of Pennsylvania as a majority
of the Directors may appoint from time to time or as may be designated in the
notice of the meeting.
Section 3-3 Regular Meetings. A regular meeting of the Board of Directors shall
be held annually, immediately following the annual meeting of the
shareholders, at the place where such meeting of the shareholders is held or at
such other place and time as a majority of the Directors in office after the
annual meeting of shareholders may designate. At such meeting, the Board of
Directors shall elect officers of the Corporation. In addition to such regular
meeting, the Board of Directors shall have the power to fix by resolution the
place and time of other regular meetings of the Board.
Section 3-4 Special Meetings. Special meetings of the Board of Directors shall
be held whenever ordered (i) by the Chairman of the Board, if any,
(ii) by the President, (iii) by a majority of the executive committee, if any,
or (iv) by a majority of the Directors in office.
Section 3-5 Participation in Meetings by Conference Telephone or Other
Electronic Technology. Any Director may participate in any meeting of the Board
of Directors or of any committee (provided such Director is otherwise
entitled to participate), be counted for the purpose of determining a quorum
thereof and exercise all rights and privileges to which such Director might be
entitled were he or she personally in attendance, including the right to vote,
or any other rights attendant to presence in person at such meeting, by means
of conference telephone or other electronic technology by means of which
all persons participating in the meeting can hear each other.
Section 3-6 Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given of any
regular meeting, unless the same is held at other than the place or time for
holding such meeting as fixed in accordance with Section 3-3 of these
By-laws, in which event notice shall be given, as provided in Article
VI, at least one (1) day in advance of the time fixed for the meeting,
specifying the place and time of such meeting.
(b) Special Meetings. Written notice stating the place and time of any special
meeting of the Board of Directors shall be sufficient if given, as
provided in Article VI, at least one (1) day in advance of the time
fixed for the meeting.
Section 3-7 Quorum; Action by the Board of Directors. 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 and
voting at a meeting at which a quorum is present shall be the acts of the Board
of Directors. If there is no quorum present at a duly convened meeting
of the Board of Directors, the majority of those present may adjourn the meeting
from time to time and place to place.
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Section 3-8 Informal Action by the Board of Directors. Any action
required or permitted to be taken at a meeting of the Directors, or of the
members of any committee of the Board of Directors, may be
taken without a meeting if, prior or subsequent to the action, a written consent
or consents thereto by all of the Directors in office (or members of the
committee with respect to committee action) is filed with the
Secretary of the Corporation. In addition to other means of filing with the
Secretary, insertion in the minute book of the Corporation shall be
deemed filing with the Secretary regardless of whether the Secretary
or some other authorized person has actual possession of the minute
book.
Section 3-9 Committees.
(a) Establishment and Powers. The Board of Directors of the Corporation may, by
resolution adopted by a majority of the Directors in office, establish
one or more committees to consist of one or more Directors of the Corporation.
Any committee, to the extent provided in the resolution of the Board
of Directors or in the By-laws or as otherwise set forth in a committee charter
approved by the Board of Directors, shall have and may exercise all of
the powers and authority of the Board of Directors, except that a committee
shall not have any power or authority as to the following:
(i) The submission to shareholders of any action requiring approval of
shareholders by the Pennsylvania BCL;
(ii) The creation or filling of vacancies in the Board of Directors;
(iii) The adoption, amendment or repeal of the By-laws;
(iv) The amendment or repeal of any resolution of the Board of Directors that by
its terms is amendable or repealable only by the Board of Directors; or
(v) Action on matters committed by the By-laws or resolution of the
Board of Directors to another committee of the Board of Directors.
(b) Alternate Members. The Board of Directors may designate one or more
Directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee or for the purpose
of any written action by the committee. In the absence or disqualification of a
member and alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint
another Director to act at the meeting in the place of the absent or
disqualified member.
(c) Term. Each committee of the Board of Directors shall serve at the pleasure
of the Board of Directors.
(d) Status of Committee Action. The term "Board of Directors" or "Board," when
used in any provision of these By-laws relating to the organization or
procedures of or the manner of taking action by the Board of
Directors, shall be construed to include and refer to any executive or
other committee of the Board of Directors. Any provision of these By-laws
relating or referring to action to be taken by the Board of Directors or the
procedure required therefor shall be satisfied by the taking of corresponding
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action by a committee of the Board of Directors to the extent authority to
take the action has been delegated to the committee.
Section 3-10 Powers and Duties of the Chairman of the Board and Vice Chairman of
the Board. Unless otherwise determined by the Board of Directors, the
Chairman of the Board, if any, shall preside at all meetings of Directors. The
Chairman of the Board shall have such other powers and perform such other duties
as may be assigned to the Chairman by the Board of Directors. The Vice
Chairmen of the Board, if any, shall have such powers and perform such duties as
the Chairman of the Board or the Board of Directors shall assign. The Chairman
of the Board shall be the superior officer of the Vice Chairmen. To be eligible
to serve, the Chairman of the Board or Vice Chairman must be a Director of the
Corporation.
ARTICLE IV - OFFICERS
Section 4-1 Election and Office. The Corporation shall have a President, a
Secretary and a Treasurer who shall be elected by the Board of
Directors. The Board of Directors may elect as additional officers including,
one or more Vice Presidents, and one or more other officers or assistant
officers. Any number of offices may be held by the same person. The President
and the Secretary shall be natural persons of the age of 18 years or older. The
Treasurer may be a corporation, but if a natural person shall be of the age of
18 years or older.
Section 4-2 Term. The officers and assistant officers shall each serve at the
pleasure of the Board of Directors until the first meeting of the Board of
Directors following the next annual meeting of shareholders, unless
removed from office by the Board of Directors during their respective
tenures. Officers may, but need not, be Directors.
Section 4-3 Powers and Duties of the President. Unless otherwise
determined by the Board of Directors, the President shall have the
usual duties of an executive officer with general supervision over and direction
of the affairs of the Corporation. The President shall be the chief executive
officer of the Corporation unless the Chairman of the Board is serving as chief
executive officer, in which event the President shall be chief operating officer
of the Corporation. In the exercise of these duties and subject to the actions
of the Board of Directors, the President may appoint, suspend, and discharge
employees, agents and assistant officers, fix the compensation of all officers
and assistant officers, shall preside at all meetings of the shareholders at
which the President shall be present and, unless there is a Chairman of the
Board, shall preside at all meetings of the Board of Directors. The President
shall also have such other powers and perform such other duties as from time to
time may be assigned to the President by the Board of Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meeting of the shareholders of any
corporation in which this Corporation may hold stock and, at any such meeting,
shall possess and may exercise any and all of the rights and powers incident to
the ownership of such stock and which, as the owner thereof, the Corporation
might have possessed and exercised. The President shall also have the right to
delegate such power.
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Section 4-4 Powers and Duties of the Secretary. Unless otherwise
determined by the Board of Directors, the Secretary shall be
responsible for the keeping of the minutes of all meetings of the Board of
Directors and the shareholders, in books provided for that purpose,
and for the giving and serving of all notices for the Corporation. The Secretary
shall perform all other duties ordinarily incident to the office of Secretary
and shall have such other powers and perform such other duties as may be
assigned to the Secretary by the Board of Directors. The minute books
of the Corporation may be held by a person other than the Secretary.
Section 4-5 Powers and Duties of the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge
of all the funds and securities of the Corporation which may come into such
officer's hands. When necessary or proper, unless otherwise determined
by the Board of Directors, the Treasurer shall endorse for collection on behalf
of the Corporation checks, notes and other obligations, and shall deposit the
same to the credit of the Corporation to such banks or depositories as
the Board of Directors may designate and may sign all receipts and vouchers for
payments made to the Corporation. The Treasurer shall sign all checks made by
the Corporation, except when the Board of Directors shall otherwise direct. The
Treasurer shall be responsible for the regular entry in books of the Corporation
to be kept for such purpose of a full and accurate account of all funds and
securities received and paid by the Treasurer on account of the
Corporation. Whenever required by the Board of Directors, the
Treasurer shall render a statement of the financial condition of the
Corporation. The Treasurer shall have such other powers and shall perform such
other duties as may be assigned to such officer from time to time by
the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful performance of the duties of such office as shall be required
by the Board of Directors.
Section 4-6 Powers and Duties of Vice Presidents and Assistant Officers. Unless
otherwise determined by the Board of Directors, each Vice Chairman,
Vice President and each assistant officer shall have such powers and perform
such duties of his or her respective superior officer as may be
delegated to him or her by such superior officer. Vice Presidents and
assistant officers shall have such rank as may be designated by the
Board of Directors. Vice Presidents may be designated as having
responsibility for a specific area of the Corporation's affairs, in which event
such Vice President shall be superior to the other Vice Presidents in relation
to matters within his or her area. The President shall be the superior officer
of the Vice Presidents. The Treasurer and Secretary shall be the superior
officers of the Assistant Treasurers and Assistant Secretaries, respectively.
Section 4-7 Delegation of Office. The Board of Directors may delegate or
reallocate the powers or duties of any officer of the Corporation to or among
any other person or persons from time to time.
Section 4-8 Removal and Vacancies. The Board of Directors shall have the power
to remove any officer from office at any time for any reason, and to fill any
vacancies in any office occurring for any reason.
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ARTICLE V - CAPITAL STOCK
Section 5-1 Share Certificates.
(a) Execution. Except as otherwise provided in Section 5-5, the shares
of the Corporation shall be represented by certificates. Unless
otherwise provided by the Board of Directors, every share certificate
shall be signed by two officers and sealed with the corporate seal, which may
be a facsimile, engraved or printed, but where such certificate is signed by a
transfer agent or a registrar, the signature of any corporate officer upon 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
with the same effect as if the officer had not ceased to be such at the date
of its issue. The provisions of this Section 5-1 shall be subject to any
inconsistent or contrary agreement at the time between the Corporation and
any transfer agent or registrar.
(b) Designations, etc. To the extent that the Corporation is
authorized to issue shares of more than one class or series, every
certificate shall set forth upon the face or back of the certificate (or shall
state on the face or back of the certificate that the Corporation will furnish
to any shareholder upon request and without charge) a full or summary statement
of the designations, voting rights, preferences, limitations and special rights
of the shares of each class or series authorized to be issued so far as they
have been fixed and determined, and the authority of the Board of Directors to
fix and determine the designations, voting rights, preferences, limitations
and special rights of the classes and series of shares of the Corporation.
(c) Fractional Shares. Except as otherwise determined by the Board of
Directors, shares or certificates therefor may be issued as fractional
shares for shares held by any dividend reinvestment plan or employee benefit
plan created or approved by the Corporation's Board of Directors, but not by
any other person.
Section 5-2 Transfer of Shares. Transfer of shares shall be made on the books of
the Corporation only upon surrender of the certificate or certificates
representing such shares, duly endorsed or with duly executed stock powers
attached and otherwise in proper form for transfer, which certificate or
certificates shall be cancelled at the time of the transfer.
Section 5-3 Determination of Shareholders of Record.
(a) Fixing Record Date. The Board of Directors of the Corporation may fix a time
prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote
at, the meeting, which time, except in the case of an adjourned
meeting, shall be not more than 90 days prior to the date of the meeting of
shareholders. Only shareholders of record on the date fixed shall be
so entitled notwithstanding any transfer of shares on the books of the
Corporation after any record date fixed as provided in this
subsection. The Board of Directors may similarly fix a record date for the
determination of shareholders of record for any other purpose. When a
determination of shareholders of record has been made as provided in
this Section for purposes of a meeting, the determination shall apply to any
adjournment thereof unless the Board of Directors fixes a new record date for
the adjourned meeting.
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(b) Determination when No Record Date Fixed. If a record date is not fixed:
(i) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the day immediately preceding the day on
which the meeting is held.
(ii) The record date for determining shareholders entitled to dissent
to corporate action in writing without a meeting, when prior action by the Board
of Directors is not necessary, shall be the close of business on the day on
which the first dissent is filed with the Secretary of the Corporation.
(iii) The record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto.
(c) Certification by Nominee. The Board of Directors may adopt a
procedure whereby a shareholder of the Corporation may certify in
writing to the Corporation that all or a portion of the shares registered in
the name of the shareholder are held for the account of a specified person or
persons. The resolution of the Board of Directors may set forth:
(i) the classification of shareholder who may certify;
(ii) the purpose or purposes for which the certification may be made;
(iii) the form of certification and information to be contained
therein;
(iv) if the certification is with respect to a record date, the time after the
record date within which the certification must be received by the
Corporation; and
(v) such other provisions with respect to the procedure as are
deemed necessary or desirable.
Upon receipt by the Corporation of a certification complying with the
procedure, the persons specified in the certification shall
be deemed, for the purposes set forth in the certification, to be the
holders of record of the number of shares specified in place of the
shareholder making the certification.
Section 5-4 Lost Share Certificates. Unless waived in whole or in part
by the Board of Directors, any person requesting the issuance of a new
certificate in lieu of an alleged lost, destroyed, mislaid
or wrongfully taken certificate shall (a) give to the Corporation his or her
bond of indemnity with an acceptable surety, and (b) satisfy such other
requirements as may be imposed by the Corporation. Thereupon, a new
share certificate shall be issued to the registered owner or
his or her assigns in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request
therefore and issuance thereof have been made before the Corporation has notice
that such shares have been acquired by a bona fide purchaser.
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Section 5-5 Uncertificated Shares. Notwithstanding anything herein to
the contrary, any or all classes and series of shares, or any part thereof, may
be represented by uncertificated shares to the extent determined by the Board
of Directors, except that shares represented by a certificate that is issued
and outstanding shall continue to be represented thereby until the certificate
is surrendered to the Corporation. Within a reasonable time after the
issuance or transfer of uncertificated shares, the Corporation shall
send to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates. The rights and
obligations of the holders of shares represented by certificates and the rights
and obligations of the holders of uncertificated shares of the same class and
series shall be identical. Notwithstanding anything herein to the contrary,
the provisions of Section 5-2 shall be inapplicable to uncertificated
shares and in lieu thereof the Board of Directors shall adopt alternative
procedures for registration of transfers.
ARTICLE VI - NOTICES - COMPUTING TIME PERIODS
Section 6-1 Contents of Notice. Whenever any notice of a meeting is
required to be given pursuant to these By-laws or otherwise, the
notice shall specify the place and time of the meeting; in the case of a special
meeting of shareholders or where otherwise required by law or the
By-laws, the general nature of the business to be transacted at such
meeting; and any other information required by law.
Section 6-2 Method of Notice. Any notice required to be given to any
person under the provisions of these By-laws or otherwise may be given to the
person either personally or by sending a copy thereof (i) by first class or
express mail, postage prepaid, or courier service, charges prepaid, to such
person's address appearing on the books of the Corporation or, in the case of
Directors, supplied by such Director to the Corporation for the
purpose of notice. If the notice is sent by mail, or courier service, it shall
be deemed to have been given to the person entitled thereto
when deposited in the United States mail with a courier
service for delivery to that person; or (ii) by facsimile transmission, e-mail
or other electronic communication to his facsimile number or address for e-mail
or other electronic communications supplied by him to the Corporation
for the purpose of notice. Notice by facsimile, e-mail or other electronic
communication shall be deemed to have been given to the person
entitled thereto when sent. Except as otherwise provided
herein, or as otherwise directed by the Board of Directors, notices of
meetings may be given by, or at the direction of, the Secretary. The provisions
of this Section 6-2 are subject to the provision of Section 6-3(b) with respect
to one day notice.
Section 6-3 Computing Time Periods.
(a) Days to be Counted. In computing the number of days for purposes
of these By-laws, all days shall be counted, including Saturdays,
Sundays or a holiday on which national banks are or may elect to be
closed ("Holiday"); provided, however, that if the final day
of any time period falls on a Saturday, Sunday or Holiday, then the final day
shall be deemed to be the next day which is not a Saturday, Sunday or
Holiday. In computing the number of days for the purpose of giving notice of any
meeting, the date upon which the notice is given shall be counted but
the day set for the meeting shall not be counted.
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(b) One Day Notice. In any case where only one day's notice is being given,
notice must be given at least 24 hours in advance by delivery in person, or by
electronic communication, or at least 48 hours in advance if given by courier
service.
Section 6-4 Waiver of Notice. Whenever any notice is required to be
given by law (including the provisions of the Pennsylvania BCL) or the Articles
or these By-laws, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
the notice. Neither the business to be transactPersoned at, nor the purpose
of, a meeting need be specified in the waiver of notice of
the meeting. Attendance of a person at any meeting shall constitute a waiver of
notice of the meeting except where a person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.
Section 6-5 Compliance with Law. Whenever any notice or communication is
required to be given to any person under the provisions of the
Pennsylvania BCL or by the Articles, these By-laws, the terms of any agreement
or other instrument or as a condition precedent to taking any
corporate action, and communication with that person is then unlawful, the
giving of the notice or communication to that person shall not be
required.
Section 6-6 Shareholders without Forwarding Addresses. Notices or other
communications need not be sent to any shareholder with whom the
Corporation has been unable to communicate for more than 24 consecutive months
because communications to the shareholder are returned
unclaimed or the shareholder has otherwise failed to provide
the Corporation with a current address. Whenever such a shareholder provides the
Corporation with a current address, the Corporation shall commence sending
notices and other communications to such shareholder in the same manner as to
other shareholders.
ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION OF
DIRECTORS, OFFICERS AND OTHER PERSONS
Section 7-1 Indemnification and Insurance.
(a) Mandatory Indemnification. The Corporation shall, to the fullest
extent permitted by applicable law, indemnify its directors and officers who
were or are a party or are threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not such action, suit or proceeding
arises or arose by or in the right of the Corporation or other entity) by reason
of the fact that such director or officer is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, general partner, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to employee benefit plans), against expenses (including,
but not limited to, reasonable attorneys' and investigation fees and costs),
judgments, fines (including excise taxes assessed on a person with respect to
any employee benefit plan) and amounts paid in settlement actually and
reasonably incurred by such director or officer in connection with such action,
suit or proceeding, except as otherwise provided in Section 7-1(c) hereof. A
director or officer of the Corporation entitled to indemnification under this
Section 7-1(a) is hereafter called a "person covered by Section 7-1(a) hereof."
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(b) Expenses. Expenses incurred by a person covered by Section 7-1(b)
hereof in defending a threatened, pending or completed civil or criminal action,
suit or proceeding shall 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 such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation, except as otherwise provided in Section 7-1(c).
(c) Exceptions. No indemnification under Section 7-1(a) or advancement
or reimbursement of expenses under Section 7-1(b) shall be provided to a person
covered by Section 7-1(b) hereof: (i) with respect to expenses or the payment of
profits arising from the purchase or sale of securities of the Corporation in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended;
(ii) if a final unappealable judgment or award establishes that such director or
officer engaged in intentional misconduct or a transaction from which the
director or officer derived an improper personal benefit; (iii) for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, and amounts paid in settlement) which have been paid directly to, or for
the benefit of, such person by an insurance carrier under a policy of officers'
and directors' liability insurance whose premiums are paid for by the
Corporation or by an individual or entity other than such director or officer;
and (iv) for amounts paid in settlement of any threatened, pending or completed
action, suit or proceeding without the written consent of the Corporation, which
written consent shall not be unreasonably withheld. The Board of Directors of
the Corporation is hereby authorized, at any time by resolution, to add to the
above list of exceptions from the right of indemnification under Section 7-1(a)
or advancement or reimbursement of expenses under Section 7-1(b), but any such
additional exception shall not apply with respect to any event, act or omission
which occurred prior to the date that the Board of Directors in fact adopts such
resolution. Any such additional exception may, at any time after its adoption,
be amended, supplemented, waived or terminated by further resolution of the
Board of Directors of the Corporation.
(d) Continuation of Rights. The indemnification and advancement or
reimbursement of expenses provided by, or granted pursuant to, this Article
VII shall continue as to a person who has ceased to be a member,
director or officer of the Corporation, and shall inure to the benefit of the
heirs, executors and administrators of such person.
(e) General Provisions.
(i)......The term "to the fullest extent permitted by
applicable law", as used in this Article VII shall mean the maximum
extent permitted by public policy, common law or statute. Any person covered by
Section 7-1(b) hereof may, to the fullest extent permitted by applicable law,
elect to have the right to indemnification or to advancement or reimbursement of
expenses, interpreted, at such person's option; (i) on the basis of the
applicable law on the date this Section was approved by the shareholders; or
(ii) on the basis of the applicable law in effect at the time of the occurrence
of the event, act or omission giving rise to the action, suit or proceeding, or
(iii) on the basis of the applicable law in effect at the time indemnification
is sought.
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(ii).....The right of a person covered by Section 7-1(a)
hereof to be indemnified or to receive an advancement or reimbursement of
expenses pursuant to Section 7-1(b) may be enforced as a contract right pursuant
to which the person entitled thereto may bring suit as if the provisions hereof
were set forth in a separate written contract between the Corporation and such
person; (B) to the fullest extent permitted by applicable law, is intended to be
retroactive and shall be available with respect to events, acts or omissions
occurring prior to the adoption hereof; and (C) shall continue to exist after
the rescission or restrictive modification (as determined by such person) of any
provision of this Article VII with respect to events, acts and
omissions occurring before such rescission or restrictive modification is
adopted.
(iii)....If a request for indemnification or for the
advancement or reimbursement of expenses pursuant hereto is not paid in full by
the Corporation within thirty (30) days after a written claim has been received
by the Corporation together with all supporting information reasonably requested
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim (plus interest at the
prime rate announced from time to time by the Corporation's primary lending
bank) and, if successful in whole or in part, the claimant shall be entitled
also to be paid the expenses (including, but not limited to, attorneys' and
investigation fees and costs) of prosecuting such claim. Neither the failure of
the Corporation (including its Board of Directors or independent legal counsel)
to have made a determination prior to the commencement of such action that
indemnification of or the advancement or reimbursement of expenses to the
claimant is proper in the circumstances, nor an actual determination by the
Corporation (including its Board of Directors or independent legal counsel) that
the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
(iv).....The indemnification and advancement or reimbursement
of expenses provided by, or granted pursuant to, this Article VII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement or reimbursement of expenses may be entitled
under any by-law, agreement, vote of shareholders or disinterested directors or
otherwise.
(v)......Nothing contained in this Article VII
shall be construed to limit the rights and powers the Corporation possesses
under Chapter 17, Subchapter D of the Pennsylvania BCL or otherwise, including,
but not limited to, the powers to purchase and maintain insurance, create funds
to secure or insure its indemnification obligations, and any other rights or
powers the Corporation may otherwise have under applicable law.
(vi).....The provisions of this Article VII may, at
any time (and whether before or after there is any basis for a claim for
indemnification or for the advancement or reimbursement of expenses pursuant
hereto), be amended, supplemented, waived, or terminated, in whole or in part,
with respect to any person covered by Section 7-1(b) hereof by a written
agreement signed by the Corporation and such person.
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(vii)....The Corporation shall have the right to appoint the
attorney for a person covered by Section 7-2(a) hereof, provided such
appointment is not unreasonable under the circumstances.
(f) Optional Indemnification. The Corporation may, to the fullest
extent permitted by applicable law, indemnify, and advance or reimburse expenses
for, persons in all situations other than that covered by Section 7-1(a) or (b).
(g) Insurance. The Corporation may purchase and maintain insurance, at
its expense, for the benefit of any person on behalf of whom insurance is
permitted to be purchased by Pennsylvania law against any expense,
liability or loss, whether or not the Corporation would have the power
to indemnify such person under Pennsylvania or other law. The Corporation may
also purchase and maintain insurance to insure its indemnification obligations
whether arising hereunder or otherwise.
(h) Fund For Payment of Expenses. The Corporation may create a fund of
any nature, which may, but need not, be under the control of a trustee,
or otherwise may secure in any manner its indemnification obligations,
whether arising hereunder, under the Articles, by agreement, vote of
shareholders or Directors, or otherwise.
Section 7-2 Amendment. The provisions of this Article VII relating to
the limitation of Directors' liability, to indemnification and to the
advancement of expenses shall constitute a contract between the Corporation and
each of its Directors and officers which may be modified as to any
Director or officer only with that person's consent or as specifically
provided in this Section. Notwithstanding any other provision of these
By-laws relating to their amendment generally, any repeal or amendment of this
Article VII which is adverse to any Director or officer shall apply
to such Director or officer only on a prospective basis, and shall not
reduce any limitation on the personal liability of a Director of the
Corporation or limit the rights of an Indemnitee to indemnification or to the
advancement of expenses with respect to any action or failure to act occurring
prior to the time of such repeal or amendment. Notwithstanding any other
provision of these By-laws, no repeal or amendment of these By-laws shall affect
any or all of this Article so as either to reduce the limitation of
Directors' liability or limit indemnification or the advancement of expenses in
any manner unless adopted by (a) the unanimous vote of the Directors
of the Corporation then serving, or (b) the affirmative vote of shareholders
entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of Directors;
provided, that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 7-3 Changes in Pennsylvania Law. References in this
Article VII to Pennsylvania law or to any provision thereof shall be
to such law as it existed on the date this Article VII was
adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which expands the liability
of Directors or limits the indemnification rights or the rights to
advancement of expenses which the Corporation may provide, the rights to
limited liability, to indemnification and to the advancement of
expenses provided in this Article shall continue as theretofore to the
extent permitted by law; and (b) if such change permits the
Corporation without the requirement of any further action by shareholders or
Directors to limit further the liability of Directors (or limit the liability of
officers) or to provide broader indemnification rights or rights to the
advancement of expenses than the Corporation was permitted to provide
prior to such change, then liability thereupon shall be so limited and
the rights to indemnification and the advancement of expenses shall be so
broadened to the extent permitted by law.
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ARTICLE VIII - FISCAL YEAR
Section 8-1 Determination of Fiscal Year. The Board of Directors shall have the
power by resolution to fix the fiscal year of the Corporation. If the Board of
Directors shall fail to do so, the President shall fix the fiscal year.
ARTICLE IX - AMENDMENTS
Section 9-1 Except as otherwise expressly provided in Section 7-3:
(a) Shareholders. The shareholders entitled to vote thereon shall have
the power to alter, amend, or repeal these By-laws, by the vote of shareholders
entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon, at any regular or special
meeting, duly convened after notice to the shareholders of such
purpose. In the case of a meeting of shareholders to amend or repeal these
By-laws, written notice shall be given to each shareholder that the purpose, or
one of the purposes, of the meeting is to consider the adoption, amendment or
repeal of the By-laws.
(b) Board of Directors. The Board of Directors (but not a committee thereof), by
a vote of the majority of Directors then in office, shall have the power to
alter, amend, and repeal these By-laws, regardless of whether the shareholders
have previously adopted the By-law being amended or repealed, subject to the
power of the shareholders to change such action; provided, that the Board of
Directors shall not have the power to amend these By-laws on any subject that
is expressly committed to the shareholders by the express terms of the
Pennsylvania BCL, the Articles or these By-laws.
ARTICLE X - INTERPRETATION OF BY-LAWS -- SEPARABILITY -- DEFINITIONS
Section 10-1 Interpretation. All words, terms and provisions of these
By-laws shall be interpreted and defined by and in accordance with the
Pennsylvania BCL.
Section 10-2 Separability. The provisions of these By-laws are independent of
and separable from each other, and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or unenforceable in whole or
in part.
Section 10-3 Definitions. For purposes of these By-laws:
(a) the "Articles" means the Articles of Incorporation;
(b) the "Board" means the Board of Directors; and
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(c) the "Pennsylvania BCL" means the Pennsylvania Business Corporation Law of
1988, as amended.
ARTICLE XI - DETERMINATIONS BY THE BOARD
Section 11-1 Effect of Board Determinations. Any determination involving
interpretation or application of these By-laws made in good faith by the Board
of Directors shall be final, binding and conclusive on all parties in interest.
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