EXHIBIT 3(c)
As amended by the Board of
Directors at a meeting held
March 9, 2005
(Effective March 9, 2005)
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 or other
duly-authorized officer of the Company 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
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shareholder of the Company entitled to vote at the meeting who complies with the
notice and other procedures set 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
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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 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.
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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 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
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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
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.
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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 shall perform such 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. 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
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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
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
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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, 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
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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, 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
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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
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 answer back 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
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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 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.
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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 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
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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.
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.
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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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