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Exhibit 3.2
BYLAWS OF USBANCORP, INC.
ADOPTED November 20, 1992
REVISED August 25, 2000
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Corporation, Main and Franklin Streets, City of Johnstown, Commonwealth
of Pennsylvania, at 1:30 p.m., on the 4th Tuesday of April of each year, or at
such other place on such date and at such time as the Board of Directors may in
their discretion determine. Written notice stating the place, day, and hour of
the meeting and, in case of special meeting, the general nature of the business
to be transacted, shall be delivered not less than five (5) nor more than forty
(40) days before the date of the meeting, or in case of a merger or
consolidation not less than ten (10) nor more than forty (40) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the office or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the books of the
Corporation or as supplied by him to the Corporation for the purpose of notice,
with postage thereon prepaid.
Section 1.2. Special Meeting. Special meetings of the shareholders may
be called at any time by the Chairman of the Board, President, the Chief
Executive Officer or by the Board of Directors, or by any two (2) or more
directors. The Secretary shall fix the date of such meeting, to be held not more
than sixty (60) days after receipt of the request, and shall give due notice
thereof.
Section 1.3. Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the Corporation, shall be made in writing
and shall be delivered or mailed to the President of the corporation not less
than 60 days nor more than 90 days prior to any meeting of shareholders called
for the election of directors. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Corporation that
will be voted; (d) the total number of shares of capital stock of the
Corporation that will be voted for each proposed nominee; (e) the name and
residence address of the notifying shareholder; and (f) the number of shares of
capital stock of the Corporation owned by
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the notifying shareholder. Nominations not made in accordance herewith may, in
his discretion, be disregarded by the Chairperson of the meeting, and upon his
instructions, the vote tellers may disregard all votes case for each such
nominee.
Section 1.4. Judges of Election. Every election of directors shall be
managed by three judges, who shall be appointed from among the shareholders by
the Board of Directors. The judges of election shall hold and conduct the
election at which they are appointed to serve; and, after the election, they
shall file with the Secretary a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of election,
at the request of the Chairperson of the meeting, shall act as tellers of any
other vote by ballot taken at such meeting, and shall certify the result
thereof. No person who is a candidate for office, or an officer or any employee
of this Corporation or a subsidiary thereof, shall act as a judge.
Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders in person of by proxies duly authorized in writing. Proxies, unless
otherwise provided, shall be valid for only one meeting to be specified therein,
and any adjournments of such meeting. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided in the proxy.
Proxies shall be dated and shall be filed with the records of the meeting.
Section 1.6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes case shall decided
every question or matter submitted to the shareholders at any meeting, at which
a quorum is present, unless otherwise provided by law or by the Articles of
Incorporation.
Section 1.7. Voting. Only persons in whose names shares appear on the
share transfer books of the Corporation on the date on which notice of the
meeting is mailed shall be entitled to vote at such meeting, unless some other
day is fixed by the Board of Directors for the determination of shareholders of
record, but such date shall not be less than ten (10) nor more than fifty (50)
days before the date of the meeting. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote, except
that in all elections for directors every shareholder shall have the right to
vote, in person or by proxy, for the number of shares owned by him, for as many
persons as there are directors to be elected, or to cumulate said shares, and
give one candidate as many votes as the number of directors multiplied by the
number of his shares shall equal, or to distribute them on the same principle
among as many candidates as he shall think fit.
Section 1.8. Subchapters G and H of the Business Corporation Law. The
provisions of Subchapter G of Chapter 25 (Section 2561 et seq.) and the
provisions of Subchapter H of Chapter 25 (Section 2571 et seq.) of the
Pennsylvania Business Corporation Law of 1988, as amended (effected by the Act
of April 27, 1990 (No. 36)) shall not be applicable to the Corporation.
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ARTICLE II
Directors
Section 2.1. Board of Directors. The Board of Directors shall have the
power to manage and administer the business and affairs of the Corporation.
Except as expressly limited by law or required or directed by these Bylaws or by
the Articles of Incorporation to be exercised or done by the shareholders, all
corporate powers of the Corporation shall be vested in and may be exercised by
the Board of Directors.
Section 2.2. Number; Term; Vacancies. The number, classification,
election and appointment, term of office and removal from office of directors
shall be in accordance with an governed by the provisions of Article Seventh of
the articles of Incorporation of this Corporation which provisions are
incorporated herein with the same effect as if fully set forth. The Board of
Directors may appoint each year such number of advisory directors or directors
emeritus as the Board of Directors may from time to time determine.
Section 2.3. Organization Meeting. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the Corporation for the purpose of organizing the new
Board and electing and appointing officers of the Corporation for the succeeding
year. Such meeting shall be held on the day of the election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If, at
the time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.
Section 2.4. Regular Meetings. The regular meetings of the Board of
Directors shall be held quarterly at a time and place determined by the Board of
Directors. No notice of regular meeting need be given.
Section 2.5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, the Chief
Executive Officer or at the request of three (3) or more directors to be held at
the principal place of business of the corporation or such other place as
designated by the person or persons calling the meeting. Each member of the
Board of Directors shall be given notice stating the time and place, by
telephone, telegram, facsimile transmission, letter, or in person, of each such
special meeting.
Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
Section 2.7. Remuneration. No stated fee shall be paid to directors, as
such, for their service, but by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors;
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provided, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of standing or special committees may be allowed
like compensation for attending committed meetings.
Section 2.8. Action by Directors Without a Meeting. Any action which
may be taken at a meeting of the directors, or of a committee thereof, may be
taken without action so taken or to be taken, shall be signed by all of the
directors, or all of the members of the committee, as the case may be. Such
consent shall have the same effect as a unanimous vote.
Section 2.9. Action of Directors by Communications Equipment. Any
action which may be taken at a meeting of directors, or of a committee thereof,
may be taken by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time.
Section 2.10. Age Limitations. No person shall be eligible for
election, re-election, appointment or re-appointment to the Board of Directors
if such person shall have attained the age of seventy-five (75) years, at the
time of any such action.
Section 2.11. Share Ownership. Each director shall own in his or her
own right unencumbered shares of common stock in the Corporation having a par
value of not less than $1,000.
Section 2.12. Minutes. The Board of Directors and each committee
hereinafter provided for shall keep minutes of its meetings. Minutes of the
committees shall be submitted at the next regular meeting of the Board of
Directors, and any action taken with respect thereto shall be entered as the
minutes of the Board of Directors.
ARTICLE III
Committees of the Board
Section 3.1. Special Committees. The Board of Directors may appoint
from time to time, from its own members, special committees of five (5) or more
persons, for such purposes and with such powers as the Board may authorize.
Section 3.2. Executive Committee. The Committee shall consist of not
less than five (5) members of the Board of Directors (who are not officers of
the Corporation or a subsidiary or affiliate of the Corporation) who, together
with the Chairman of the Board, the President and the Chief Executive Officer,
shall constitute the Executive Committee, which may exercise all of the powers
of the Board of Directors except where action of the Board of Directors is by
law specifically required. It shall act by concurrent vote of not less than
three members thereof. The Secretary shall keep a record of its proceedings and
report the same at each regular meeting of the Board of Directors.
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It shall have general supervision of, and direct the affairs and
practical operation of the subsidiaries. It shall meet upon the call of the
Chairman of the Board, the Chief Executive Officer and the President, upon the
call of the Chairman of the Committee, or upon call of any two members thereof.
The Board of Directors shall accept or decline the report of the Executive
Committee, such action to be recorded in the minutes of the meeting.
Section 3.3. Audit Committee. The Audit Committee shall consist of not
less then five (5) members of the Board of Directors (who are not officers of
the Corporation or a subsidiary or affiliate of the Corporation).
Members shall be elected annually to serve a term of one year. The
Committee shall appoint a secretary who shall keep minutes of all meetings. A
majority of the Committee shall constitute a quorum. The Committee shall meet at
least quarterly.
In discharging its duty, the Audit Committee may rely on the
evaluations and conclusions of the regulatory examiners as well as internal
and/or external auditors utilized by the Committee in the performance or review
of audit functions.
The Corporation's auditors shall report directly to the Audit
Committee. The Committee shall meet with the internal auditors and review
internal audit reports, independent auditor findings, and all official reports
from regulatory authorities along with management's responses to these reports.
The Corporation's chief auditor and chief loan review officer shall
report directly to the Audit Committee and also provide their findings to the
subsidiaries of the Corporation. The chief compliance officer of each subsidiary
and affiliate of the Corporation shall report administratively to the Chairman
of the Board of the subsidiary or affiliate, and shall report functionally to
the Audit Committee.
The Committee shall, annually, report formally, in writing, to the
Board of Directors the performance of its supervisory and audit functions. The
report must set forth the Committee's evaluations, conclusions, and
recommendations with respect to the condition of the Corporation and the
effectiveness of its policies, practices and controls.
The Committee shall recommend to the Board of Directors for its action
the appointment or discharge of the Corporation's independent auditors. The
Committee shall consider the auditor's independence, audit and non-audit fees
and the quality of their work. If the auditors are to be replaced, the Committee
shall document the reason for replacement along with a recommendation for the
appointment of new auditors.
The Committee shall meet with the independent auditors periodically and
review, among other things, the Scope and Audit Plan, report or opinion on the
Corporation's financial
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statements, the effectiveness of the subsidiaries' and affiliates' internal
controls, along with any recommendations for improvement and any major problems
encountered.
The Chairman of the Committee shall assure that the Committee performs
an evaluation of the chief auditor and the chief loan review officer at least
annually, and that evaluation shall be reported to the Board of Directors.
The Committee shall insure that the internal audit department, loan
review department and compliance department are adequately staffed and
independent from the management of the subsidiaries and affiliates. In
fulfilling this role, the Committee shall review the content and completeness of
the audit, loan review and compliance programs and procedures, appraise the
audit staff and loan review and compliance staff and approve salaries and insure
that the audit staff and loan review and compliance staff are maintaining their
technical proficiency through continuing education programs.
It is also the responsibility of the Audit Committee to ascertain on
the basis of observation and audit, whether the trust function is being
administered in accordance with law, regulations and sound fiduciary principles.
It shall evaluate the policies, practices and controls employed by the trust
function to effect compliance and enforce correction of any violations,
deficiencies or weaknesses. In discharging its duty, the Audit Committee may
rely on the evaluations and conclusions of internal and/or external auditors
utilized by the Committee in the performance or review of audit functions.
The Audit Committee must ensure that the responsible parties have
before them the last report of examination of the trust functions by the
Pennsylvania Department of Banking and the Federal Reserve System and any
letters to or from the such agencies in order to verify correction of
exceptions, weaknesses or deficiencies. The Committee also should confirm the
correction of all exceptions, weaknesses or deficiencies which may be brought to
the Corporation's attention by internal and external auditors.
The Audit Committee is required to report formally in writing to the
Board of Directors the performance of its trust supervisory and audit functions.
The report must set forth the Committee's evaluations, conclusions and
recommendations with respect to the condition of the trust function, and the
effectiveness of its policies, practices and controls. It also must include a
specific statement of the Committee's conclusion as to whether that function is
being administered in accordance with all applicable laws and sound fiduciary
principles.
The Committee shall have such other duties as may be lawfully delegated
to it from time to time by the Board of Directors.
Section 3.4. Nominating Committee. There shall be a Nominating
Committee of at least five (5) members of the Board of Directors who shall be
nominated by the Chairman of the Board and appointed at least annually by the
Board of Directors. It shall be the duty of this Committee to nominate directors
for consideration at the annual meeting of the shareholders.
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Further, the Chairman of the Board, after consultation with the Chief Executive
Officer and President, shall recommend appointments to all committees as well as
committee Chairs. The Nominating Committee shall review and amend as needed and
shall then present a slate to the Board of Directors. The Board shall be the
final authority for approval of all committee appointments to include the
Chairs. Temporary vacancies shall be filled by the Chairman of the Board until
the next reorganization meeting.
Section 3.5. Management Compensation Committee. There shall be a
Management Compensation Committee of at least five (5) members of the Board of
Directors who are not officers of the Corporation or a subsidiary or affiliate
of the Corporation. It shall be the duty of the Committee to review and make
recommendations to the Board of Directors concerning officers' compensation. It
shall be the further duty of the Committee to administer any existing or future
stock option plan in accordance with the provisions thereof.
Section 3.6. Vice Chairmen. All Committees shall have a Vice Chairman,
who shall preside at Committee meetings in the absence of the Chairman.
ARTICLE IV
Officers and Employees
Section 4.1. Designations. The officers of the Corporation shall be the
Chairman of the Board, President, Chief Executive Officer, Secretary and
Treasurer who shall be elected for one year by the Board of Directors at their
first meeting after the annual meeting of shareholders and who shall hold office
until their successors are elected and qualify. Any two or more offices may be
held by the same person, except the offices of President and Treasurer.
Section 4.2. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall perform any other
duties prescribed for the Chairman by the Board of Directors.
Section 4.3. President. the Board of Directors shall appoint one of its
members to be President of the Corporation. He shall be an ex officio member of
all committees except the Stock Option, Management Compensation and Audit
Committees. The President shall have and may exercise any and all other powers
and duties pertaining by law, regulation, or practice to the office of President
or imposed by these Bylaws. He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon or assigned to him
by the Board of Directors. In the absence of the Chairman of the Board and the
Chief Executive Officer, he shall preside at all meetings of the Board of
Directors.
Section 4.4 The Chief Executive Officer. The Chief Executive Officer
shall have general supervision of all departments and business of the
Corporation, he shall prescribe the duties of other officers and see to the
performance thereof. He shall be an ex officio member of all committees except
the Stock Option, Management Compensation and Audit Committees. In
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the absence of the Chairman of the Board, he shall preside at all meetings of
the Board of Directors.
Section 4.5. Secretary. The Board of directors shall appoint a
Secretary, who shall be Secretary of the Board and of the Corporation, and shall
keep accurate minutes of meetings. He shall attend to the giving of all notices
required by these Bylaws to be given. He shall be custodian of the corporate
seal, records, documents and papers of the Corporation. He shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice to the office of Secretary or imposed by these Bylaws. He shall perform
such other duties as may be assigned to him from time to time by the Board of
Directors.
Section 4.6. Treasurer. The Board of Directors shall appoint a
Treasurer, who shall be the Treasurer of the Corporation. He shall have and may
exercise any and all powers and duties pertaining by law, regulation or practice
to the office of Treasurer or imposed by these Bylaws. He shall perform such
other duties as my be assigned to him from time to time by the Board of
Directors.
Section 4.7. Other Officers. The Board of Directors may appoint one or
more Executive Vice Presidents, one or more senior Vice Presidents, one or more
Vice Presidents, one or more Assistance Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Chief Auditor, and such other
officers, officers emeritus and Attorneys-in-fact found necessary for the
orderly transaction of business. Such officers shall respectively exercise such
powers and perform such duties as pertain to the respective officers or as may
be conferred upon or assigned to them by the Board of Directors, the Chief
Executive Officer or the President.
Section 4.8. Clerks and Agents. The Board of Directors may appoint,
from time to time, such agents or employees as it may deem advisable from the
prompt and orderly transaction of the business of the Corporation, define their
duties, fix salaries to be paid them and dismiss them. Subject to the authority
of the Board of Directors, the President or any other officer of the Corporation
authorized by him, may appoint and dismiss all or any agents or employees,
prescribe their duties and the conditions of their employment, and from time to
time, fix their compensation.
Section 4.9. Tenure of Office. All officers shall hold office for the
current year for which the Board of Directors was elected, unless they shall
resign, become disqualified, or be removed; and any vacancy occurring in the
office of the Chairman of the Board, President or Chief Executive Officer shall
be filled by the Board of Directors. In the event that the Chairman of the
Board, President or Chief Executive Officer is unable to act the Board of
Directors shall meet forthwith upon the call of the Chairman of the Executive
Committee to appoint a successor or replacement.
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ARTICLE V
Authority of Officers
Section 5.1. Corporate Seal. The Chairman of the Board, the President,
the Chief Executive Officer, any Vice President (excluding the Chief Auditor),
the Secretary, and the Treasurer, shall each have authority to affix and attest
the corporate seal of the Corporation.
Section 5.2. Other Powers. The Chairman of the Board, the President,
the Chief Executive Officer or any Vice President (excluding the Chief Auditor),
acting in conjunction with the Secretary or Treasurer or Assistant Secretary or
Assistant Treasurer are authorized to perform such corporate and official acts
as are necessary to carry on the business of the Corporation, subject to the
directions of the Board of Directors and the Executive Committee.
The above-named officers are fully empowered, subject to policies and
established committee approvals:
a. To sell, assign and transfer any and all shares of stock, bond
or other personal property standing in the name of the
Corporation or held by the Corporation either in its own name
or as agent;
b. To assign and transfer any and all registered bonds and to
execute requests for payment or reissue of any such bonds that
may be issued now or hereafter and held by the Corporation in
its own right or as agent;
c. To sell at public or private sale, lease, mortgage or
otherwise dispose of any real estate or interest therein held
or acquired by the Corporation in its own right or as agent,
except the real estate and buildings occupied by the
Corporation in the transaction of its business, and to execute
and deliver any instrument necessary to completion of the
transaction;
d. To receive and receipt for any sums of money or property due
or owing to the Corporation in its own right or as agent and
to execute any instrument of satisfaction therefore for any
lien of record;
e. To execute and deliver any deeds, contracts, agreements,
leases, conveyances, bills of sale, petitions, writings,
instruments, releases, acquittance and obligations necessary
in the exercise of the corporate powers of the Corporation.
Section 5.3. Checks and Drafts. Such of the officers and other
employees as may from time to time be designated by the Board of Directors or
Executive Committee, shall have the authority to sign checks, drafts, letters of
credit, orders, receipts, and to endorse checks, bills of exchange, order,
drafts, and vouchers made payable or endorsed to the Corporation.
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Section 5.4. Loans. Each of the Chairman of the Board, President, the
Chief Executive Officer, any Vice President (excluding the Chief Auditor), the
Secretary or the Treasurer, acting in conjunction with any other of these
designated officers may effect loans on behalf of the Corporation from any
banking institution, executing notes or obligations and pledging assets of the
Corporation therefor.
ARTICLE VI
Section 6.1. Limitation of Liability. To the fullest extent permitted
by the Law of the Commonwealth of Pennsylvania, a director of the Corporation
shall not be personally liable to the Corporation or others for monetary damages
for any action taken or any failure to take any action, unless the director has
breached or failed to perform the duties of his or her office and such breach or
failure constitutes self-dealing, willful misconduct or recklessness. The
provisions of this Section 6.1 shall not apply with respect to the
responsibility or liability of a director under any criminal statute or the
liability of a director for the payment of taxed pursuant to local, state or
federal law.
Section 6.2. Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent 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), amounts paid in
settlement, judgments, and fines actually and reasonably incurred by such person
in connection with such action, suit or proceeding; provided, however, that no
indemnification shall be made in any case whether the act or failure to act
giving rise to the claim for indemnification is determine by a court to have
constituted willful misconduct or recklessness.
(b) Advance of Expenses. Expenses (including attorneys' fees) incurred
in defending a 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 a written statement by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall be ultimately
determined that he or she is not entitled to be indemnified by the corporation
as authorized in this Article VI.
(c) Indemnification not Exclusive. The indemnification and advancement
of expenses provided by this Article VI shall not be deemed exclusive of any
other right to which persons seeking indemnification and advancement of expenses
may be entitled under any agreement, vote of disinterested directors or
otherwise, both as to actions in such persons' official capacity and as to their
actions in another capacity while holding office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
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(d) Insurance, Contracts, Security. The Corporation may purchase and
maintain insurance on behalf of any person, may enter into contracts of
indemnification with any person, and may create a fund of any nature which may,
but need not be, under the control of a trustee for the benefit of any person,
and may otherwise secure in any manner its obligations with respect to
indemnification and advancement of expenses, whether arising under this Article
VI or otherwise, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article VI.
Section 6.3. Effect of Amendment. Any repeal or modification of this
Article VI shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation or any
right of any person to indemnification from the Corporation with respect to any
action or failure to take any action occurring prior to the time of such repeal
or modification.
Section 6.4. Severability. If, for any reason, any provision of this
Article VI shall be held invalid, such invalidity shall not affect any other
provision not held so invalid, and each such other provision shall, to the full
extent consistent with law, continue in full force and effect. If any provision
of this Article VI shall be held invalid in part, such invalidity shall in no
way affect the remainder of such provision, and the remainder of such provision,
together with all other provisions of this Article VI, shall, to the full extent
consistent with law, continue in full force and effect.
ARTICLE VII
Stock and Stock Certificates
Section 7.1. Transfers. Shares of stock shall be transferable on the
books of the Corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to these shares, succeed to all rights of the
prior holder of such shares.
Section 7.2. Share Certificates. Every share certificate shall be
signed by the President, or any Vice President or by any one of their facsimile
signatures, or by the secretary, or any Assistant Secretary or by any one of
their facsimile signatures, and shall be signed by a transfer agent. Every
shareholder of record shall be entitled to a share certificate representing the
shares owned by him or her and, when stock is transferred, the certificates
representing such stock shall be returned to the Corporation and new
certificates issued. The corporate seal shall appear on each share certificate
and may be a facsimile, engraved or printed. Each certificate shall recite on
its face that the stock represented thereby is transferable only upon the books
of the Corporation, properly endorsed.
Section 7.3. Shares of Another Corporation. Shares owned by the
Corporation in another corporation, domestic or foreign, shall be voted by the
Chairman of the Board, Chief
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Executive Officer, President or such other officer, agent or proxy as the Board
of Directors may determine.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Corporation shall be
the calendar year. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors through the Audit Committee.
Section 8.2. Records. The Articles of Incorporation, the Bylaws and the
proceedings of all meetings of shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary or other officer appointed to act as secretary of the meeting.
Section 8.3. Gender and Number. Where the context permits, words in any
gender shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular.
ARTICLE IX
Bylaws
Section 9.1. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Corporation, and shall be open for inspection to all shareholders during
normal business hours.
Section 9.2. Amendments. These Bylaws may be altered, amended, added to
or repealed by a vote of the majority of the Board of Directors at any regular
meeting of the Board, or at any special meeting of the Board called for that
purpose, except they shall not make or alter any Bylaw fixing their
qualifications, classification or term of office. Such action by the Board of
Directors is subject, however, to the general right of the shareholders to
change such action.
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