As amended by the Board of
Directors at a meeting held
March 10, 2004
(effective March 10, 2004)
P. H. GLATFELTER COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS AND RECORD DATE
1.1 ANNUAL MEETING. An annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on the fourth Wednesday in April of each
year at 10:00 A.M. If the day fixed for the meeting is a legal holiday, the
meeting shall be held at the same hour on the next succeeding full business day
which is not a legal holiday.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President.
1.3 PLACE. The annual meeting of shareholders shall be held at
the principal office of the Company or at such other place as designated by the
Board of Directors. Other meetings of shareholders may be held at such place in
Pennsylvania or elsewhere as the Board of Directors may designate.
1.4 NOTICE. Written notice stating the place, day and hour of
each meeting of shareholders and, in the case of a special meeting, the general
nature of the business to be transacted shall be given by the Secretary at least
ten days before the meeting to each shareholder of record entitled to vote at
the meeting.
1.5 QUORUM. Except as otherwise provided in the Articles of
Incorporation, the presence in person or by proxy of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast on a particular matter shall constitute a quorum for the purpose of
considering such matter at a meeting of shareholders, but less than a quorum may
adjourn from time to time to reconvene at such time and place as they may
determine. When a quorum is present, except as may be otherwise specified in the
Articles of Incorporation or provided by law, all matters shall be decided by
the vote of the holders of a majority of the votes entitled to be cast at the
meeting, in person or by proxy.
1.6 RECORD DATES. The Board of Directors may fix a time not
more than ninety days prior to the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of or to vote at any such meeting, or to
receive payment of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares. In such case, only such shareholders as shall
be shareholders of record at the close of business on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to receive payment of such
dividend or distribution, or to receive such allotment of rights, or to exercise
such rights in respect to any change, conversion or exchange of shares, as the
case may be, notwithstanding any transfer of any shares on the books of the
Company after the record date so fixed.
1.7 NOMINATIONS AND NOTICE OF BUSINESS AT MEETINGS. At any
annual meeting of shareholders only persons who are nominated or business that
is proposed in accordance with the procedures set forth in this Section 1.7
shall be eligible for election as directors or considered for action by
shareholders. Nominations of persons for election to the Board of Directors of
the Company may be made or business proposed at a meeting of shareholders (i) by
or at the direction of the Board of Directors or (ii) by any shareholder of the
Company entitled to vote at the meeting who complies with the notice and other
procedures set
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forth in this Section 1.7. Such nominations or business proposals, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Company and such
proposals must, under applicable law, be a proper matter for shareholder action.
To be timely, a shareholder's notice shall be delivered to or mailed and
received at the principal office of the Company not less than 120 days in
advance of the date which is the anniversary of the date the Company's proxy
statement was released to shareholders in connection with the previous year's
annual meeting or if the date of the applicable annual meeting has been changed
by more than 30 days from the date contemplated at the time of the previous
year's proxy statement, not less than 90 days before the date of the applicable
annual meeting. Such shareholder's notice shall set forth (i) as to each person
who such shareholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a Director if elected);
(ii) as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
annual meeting, the reasons for conducting such business at the annual meeting
and any material interest in such business of such person on whose behalf such
proposal is made; and (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(a) the name and address of such shareholder and beneficial owner, if any, (b)
the class and number of shares of the Company which are beneficially owned, (c)
a description of all arrangements or understandings between such shareholder and
each proposed nominee and any other person or persons (including their names)
with respect to any such nomination(s) or proposal(s) and (d) a representation
that such shareholder intends to appear in person or by proxy at the meeting to
nominate the person(s) named, or move the proposal identified, in its notice.
The Company may require any proposed nominee to furnish such other information
as may reasonably be required by the Company to
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determine the eligibility of such proposed nominee to serve as a director of the
Company. No person shall be eligible for election as a director of the Company
and no business shall be conducted at the annual meeting of shareholders, other
than those made by or at the direction of the Board of Directors, unless
nominated or proposed in accordance with the procedures set forth in this
Section 1.7. The Chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination or proposal was not made in
accordance with the provisions this Section 1.7 and, if he should so determine,
he shall so declare to the meeting and the defective nomination or proposal
shall be disregarded.
ARTICLE II
DIRECTORS
2.1 NUMBER AND TERM. The Board of Directors shall consist of
nine persons, comprising three classes of three directors each.
2.2 AGE QUALIFICATION. No person, other than an officer or
employee of the Company, shall be elected or reelected a director after reaching
72 years of age. When the term of any director, other than an officer or
employee of the Company, extends beyond the date when the director reaches 72
years of age, such director shall resign from the Board of Directors effective
at the annual meeting of shareholders next succeeding his 72nd birthday.
2.3 VACANCIES. In the case of any vacancy in the Board of
Directors by death, resignation or for any other cause, including an increase in
the number of directors, the Board may fill the vacancy by choosing a director
to serve until the next selection of the class for which such director has been
chosen and until his successor has been selected and qualified or until his
earlier death, resignation or removal.
2.4 ANNUAL MEETING. An annual meeting of the Board of
Directors shall be held each year as soon as practicable after the annual
meeting of shareholders, at the place where such meeting of shareholders was
held or at such other place as the Board of Directors
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may determine, for the purposes of organization, election of officers and the
transaction of such other business as shall come before the meeting. No notice
of the meeting need be given.
2.5 REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such times and at such places as the
Board of Directors may determine.
2.6 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Chief Executive
Officer or the President. Notice of every special meeting shall be given to each
director not later than the second day immediately preceding the day of such
meeting in the case of notice by mail, telegram or courier service, and not
later than the day immediately preceding the day of such meeting in the case of
notice delivered personally or by telephone, telex, TWX or facsimile
transmission. Such notice shall state the time and place of the meeting, but,
except as otherwise provided in the by-laws, neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in the notice, or waiver of notice, of such meeting.
2.7 QUORUM. A majority of the directors in office shall
constitute a quorum for the transaction of business but less than a quorum may
adjourn from time to time to reconvene at such time and place as they may
determine.
2.8 COMPENSATION. Directors shall receive such compensation
for their services as shall be fixed by the Board of Directors.
2.9 COMMITTEES. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Company. The Board
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.
Any such committee to the extent provided in such resolution shall have and
exercise the authority of the Board of Directors in the management of the
business and affairs of the Company.
2.10 PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT.
One or more directors may participate in a meeting of the Board of Directors or
a
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committee of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
2.11 LIABILITY OF DIRECTORS. A director of the Company shall
not be personally liable for monetary damages for any action taken, or any
failure to take any action, on or after January 27, 1987 unless he has breached
or failed to perform the duties of his office as provided for under Section 1713
of the Pennsylvania Business Corporation Law of 1988, as amended, and the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness. Any repeal, amendment, or modification of this Paragraph shall be
prospective only and shall not increase, but may decrease, the liability of a
director with respect to actions or failures to act occurring prior to such
change.
2.12 OFFICERS. The officers of the Company shall be a Chairman
of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary, a Treasurer, a Controller and such other officers as
the Board of Directors may deem advisable. In the absence or disability of the
Chairman of the Board and the Chief Executive Officer, the President, a Director
designated by the Board or the officer or officers in the order designated by
the Board of Directors shall have the authority and perform the duties of the
Chairman of the Board and Chief Executive Officer. Any two or more offices may
be held by the same person.
2.13 TERM. Each officer shall hold office until his successor
is elected or appointed and qualified or until his death, resignation or removal
by the Board of Directors.
2.14 AUTHORITY, DUTIES AND COMPENSATION. All officers shall
have such authority, perform such duties and receive such compensation as may be
provided in the by-laws or as may be determined by the Board of Directors.
2.15 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the Executive Committee
and shall perform such
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other duties as may be assigned by the Board of Directors.
2.16 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the chief executive officer of the Company and shall preside at all
meetings of the shareholders and, if a director of the Company, in the absence
or disability of the Chairman of the Board, or if that office is vacant, shall
preside at all meetings of the Board of Directors and of the Executive
Committee. He or she shall be responsible for the general management of the
business of the Company, subject to the control of the Board of Directors. In
the absence or disability of the President, or if that office is vacant, the
Chief Executive Officer shall have the authority and perform the duties of the
President.
2.17 PRESIDENT. The President shall perform such duties as may
be assigned by the Board of Directors and, in the absence or disability of the
Chief Executive Officer, or if that office is vacant, shall have the authority
and perform the duties of the Chief Executive Officer.
2.18 VICE PRESIDENT. In the absence or disability of the Chief
Executive Officer and the President, or any other officer or officers, the Vice
Presidents in the order designated by the Board of Directors shall have the
authority and perform the duties of the Chief Executive Officer, the President
or other officer as the case may be.
2.19 SECRETARY. The Secretary shall give notice of meetings of
the shareholders, of the Board of Directors and of the Executive Committee,
attend all such meetings and record the proceedings thereof. In the absence or
disability of the Secretary, an Assistant Secretary or any other person
designated by the Board of Directors or the Chief Executive Officer shall have
the authority and perform the duties of the Secretary.
2.20 TREASURER. The Treasurer shall have charge of the
securities of
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Company and the deposit and disbursement of its funds, subject to the control of
the Board of Directors. In the absence or disability of the Treasurer, as
Assistant Treasurer or any other person designated by the Board of Directors of
the Chief Executive Officer shall have the authority and perform the duties of
the Treasurer.
2.21 CONTROLLER. The Controller shall be the principal
accounting officer and shall keep books recording the business transactions of
the Company. He shall be in charge of the accounts of all of its offices and
shall promptly report and properly record in the books of the Company all
relevant date relating to the Company's business.
ARTICLE III
INDEMNIFICATION
3.1 INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.
The Company shall indemnify any director or officer of the Company or any of its
subsidiaries who was or is an "authorized representative" of the Company (which
shall mean for the purposes of Paragraphs 3.1. through 3.7, a director or
officer of the Company, or a person serving at the request of the Company as a
director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
and who was or is a "party" (which shall include for purposes of Paragraphs 3.1
through 3.7 the giving of testimony or similar involvement) or is threatened to
be made a party to any "proceeding" (which shall mean for purposes of Paragraphs
3.1 through 3.7 any threatened, pending or completed action, suit, appeal or
other proceeding of any nature, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the Company, its shareholders or otherwise) by reason of the fact that
such person was or is an authorized representative of the Company to the fullest
extent permitted by law, including without limitation indemnification against
expenses (which shall include for purposes of Paragraphs 3.1 through 3.7
attorneys' fees and disbursements), damages, punitive damages,
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judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding unless the
act or failure to act giving rise to the claim is finally determined by a court
to have constituted willful misconduct or recklessness. If an authorized
representative is not entitled to indemnification in respect of a portion of any
liabilities to which such person may be subject, the Company shall nonetheless
indemnify such person to the maximum extent for the remaining portion of the
liabilities.
3.2 ADVANCEMENT OF EXPENSES. The Company shall pay the
expenses (including attorneys' fees and disbursements) actually and reasonably
incurred in defending a proceeding on behalf of any person entitled to
indemnification under Paragraph 3.1 in advance of the final disposition of such
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 Company as authorized in Paragraphs 3.1
through 3.7 and may pay such expenses in advance on behalf of any employee or
agent on receipt of a similar undertaking. The financial ability of such
authorized representative to make such repayment shall not be prerequisite to
the making of an advance.
3.3 EMPLOYEE BENEFIT PLANS. For purposes of Paragraphs 3.1
through 3.7, the Company shall be deemed to have requested an officer or
director to serve as fiduciary with respect to an employee benefit plan where
the performance by such person of duties to the Company also imposes duties on,
or otherwise involves services by, such person as a fiduciary with respect to
the plan; excise taxes assessed on an authorized representative with respect to
any transaction with an employee benefit plan shall be deemed "fines"; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of duties for a purpose reasonably believed to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Company.
3.4 SECURITY FOR INDEMNIFICATION OBLIGATIONS. To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the Company may maintain insurance, obtain a letter of credit, act as
self-insurer, create a reserve,
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trust, escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest in any assets or
properties of the Company, or use any other mechanism or arrangement whatsoever
in such amounts, at such costs, and upon such other terms and conditions as the
Board of Directors shall deem appropriate.
3.5 RELIANCE UPON PROVISIONS. Each person who shall act as an
authorized representative of the Company shall be deemed to be doing so in
reliance upon the rights of indemnification provided by these Paragraphs 3.1
through 3.7.
3.6 AMENDMENT OR REPEAL. All rights of indemnification under
Paragraphs 3.1 through 3.7 shall be deemed a contract between the Company and
the person entitled to indemnification under these Paragraphs 3.1 through 3.7
pursuant to which the Company and each such person intend to be legally bound.
Any repeal, amendment or modification hereof shall be prospective only and shall
not limit, but may expand, any rights or obligations in respect of any
proceeding whether commenced prior to or after such change to the extent such
proceeding pertains to actions or failures to act occurring prior to such
change.
3.7 SCOPE. The indemnification, as authorized by these
Paragraphs 3.1 through 3.7, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in any
other capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to these Paragraphs 3.1 through 3.7
shall continue as to a person who has ceased to be an officer or director in
respect of matters arising prior to such time, and shall inure to the benefit of
the heirs and personal representatives of such person.
ARTICLE IV
STOCK CERTIFICATES AND CORPORATE SEAL
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4.1 EXECUTION. Certificates of shares of capital stock of the
Company shall be signed by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer, but where a certificate is
signed by a transfer agent or a registrar, the signature of any corporate
officer may be facsimile, engraved or printed.
4.2 SEAL. The Company shall have a corporate seal which shall
bear the name of the Company and State and year of its incorporation. The seal
shall be in the custody of the Secretary and may be used by causing it or a
facsimile to be impressed or reproduced upon or affixed to any document.
ARTICLE V
NOTICES
5.1 FORM OF NOTICE. Whenever written notice is required to be
given to any person by law, the Articles of Incorporation or these by-laws, it
may be given to such person either personally or by telephone or by sending a
copy thereof by first class or express mail, postage prepaid, or by telegram
(with messenger service specified), telex or TWX (with answerback received) or
courier service, charges prepaid, or by facsimile transmission, to the address
(or the telex, TWX or facsimile number) appearing on the books of the Company
or, in the case of a director, to the address supplied by the director to the
Company for the purpose of notice. If the notice is sent by mail, telegraph or
courier service, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office or
courier service for delivery to that person or, in the case of telex or TWX,
when dispatched or, in the case of facsimile transmission, when received. A
notice of meeting shall specify the place, day and hour of the meeting.
5.2 WAIVER OF NOTICE. Any notice required to be given under
these by-laws may be effectively waived by the person entitled thereto by
written waiver signed before or after the meeting to which such notice would
relate or by attendance at such meeting otherwise
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than for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.
ARTICLE VI
AMENDMENTS
6.1 AMENDMENTS. These by-laws may be amended or repealed and
new by-laws may be adopted by the affirmative vote of a majority of the
directors of the Company or by the affirmative vote of shareholders entitled to
cast a majority of the votes which all shareholders are entitled to cast at any
annual, regular or special meeting of directors or shareholders, as the case may
be; provided, however, that new by-laws may not be adopted and these by-laws may
not be amended or repealed in any way that limits indemnification rights,
increases the liability of directors or changes the manner or vote required for
any such adoption, amendment or repeal, except by the affirmative vote of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon. In the case of a meeting of
shareholders, written notice shall be given to each shareholder entitled to vote
thereat that the purpose, or one of the purposes, of the meeting is to consider
the adoption, amendment or repeal of the by-laws.
ARTICLE VII
EMERGENCY BY-LAWS
7.1 WHEN OPERATIVE. The emergency by-laws provided by the
following Paragraphs shall be operative during any emergency resulting from
warlike damage or an attack on the United States or any nuclear or atomic
disaster, notwithstanding any different provision in the preceding Paragraphs of
the by-laws or in the Articles of Incorporation of the Company or in the
Pennsylvania Business Corporation Law. To the extent not inconsistent with these
emergency by-laws, the by-laws provided in the preceding Paragraphs shall remain
in effect
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during such emergency and upon the termination of such emergency the emergency
by-laws shall cease to be operative unless and until another such emergency
shall occur.
7.2 MEETINGS. During any such emergency:
(a) Any meeting of the Board of Directors may be
called by any director. Whenever any officer of the Company who is not a
director has reason to believe that no director is available to participate in a
meeting, such officer may call a meeting to be held under the provisions of this
Paragraph.
(b) Notice of each meeting called under the
provisions of this Paragraph shall be given by the person calling the meeting or
at his request by any officer of the Company. The notice shall specify the time
and the place of the meeting, which shall be the head office of the Company at
the time if feasible and otherwise any other place specified in the notice.
Notice need be given only to such of the directors as it may be feasible to
reach at the time and may be given by such means as may be feasible at the time,
including publication or radio. If given by mail, messenger, telephone or
telegram, the notice shall be addressed to the director at his residence or
business address or such other place as the person giving the notice shall deem
suitable. In the case of meetings called by an officer who is not a director,
notice shall also be given similarly, to the extent feasible, to the persons
named on the list referred to in part (c) of this Paragraph. Notice shall be
given at least two days before the meeting if feasible in the judgment of the
person giving the notice and otherwise the meeting may be held on any shorter
notice he shall deem suitable.
(c) At any meeting called under the provisions of
this Paragraph, the director or directors present shall constitute a quorum for
the transaction of business. If no director attends a meeting called by an
officer who is not a director and if there are present at least three of the
persons named on a numbered list of personnel approved by the Board of Directors
before the emergency, those present (but not more than the seven appearing
highest in priority on such list) shall be deemed directors for such meeting and
shall constitute a quorum for the transaction of business.
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7.3 LINES OF SUCCESSION. The Board of Directors, during as
well as before any such emergency, may provide, and from time to time modify,
lines of succession in the event that during such an emergency any or all
officers or agents of the Company shall for any reason be rendered incapable of
discharging their duties.
7.4 OFFICES. The Board of Directors, during as well as before
any such emergency, may, effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or authorize the
officers so to do.
7.5 LIABILITY. No officer, director or employee acting in
accordance with these emergency by-laws shall be liable except for willful
misconduct.
7.6 REPEAL OR CHANGE. These emergency by-laws shall be subject
to repeal or change by further action of the Board of Directors or by action of
the shareholders, except that no such repeal or change shall modify the
provisions of the next preceding Paragraph with regard to action or inaction
prior to the time of such repeal or change.
ARTICLE VIII
PENNSYLVANIA ACT 36 OF 1990
8.1 FIDUCIARY DUTY. Subsections (a) through (d) of Section
1715 of the Pennsylvania Business Corporation Law of 1988, as amended, shall not
be applicable to the Company.
8.2 CONTROL-SHARE ACQUISITIONS. Subchapter G of Chapter 25 of
the Pennsylvania Business Corporation Law of 1988, as amended, (relating to
control-share acquisitions), shall not be applicable to the Company.
8.3 DISGORGEMENT. Subchapter H of Chapter 25 of the
Pennsylvania Business Corporation Law of 1988, as amended, (relating to
disgorgement by certain controlling shareholders following attempts to acquire
control), shall not be applicable to the Company.
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